Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face. 1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus. 1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation. 1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website. 1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us. 1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website. 1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by 1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well. 1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Samples: Client Agreement, Client Agreement, Client Agreement
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-D)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd amended term sheet (hereinafter called this “Term Sheet”)1 describes the terms of a restructuring (the “Company” or “usRestructuring”) on the one part and the client of: (which may be a) Legacy Reserves Inc., a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission Delaware corporation (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawLegacy Reserves”); (b) Legacy Reserves GP, with CIF license number 314/13. It is registered in LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Operating GP LLC, a Delaware LLC; (g) Legacy Reserves Energy Services LLC, a Texas LLC; (h) Legacy Reserves Services LLC, a Texas LLC; (i) Legacy Reserves Marketing LLC, a Texas LLC; (j) Dew Gathering LLC, a Texas LLC; and (k) Pinnacle Gas Treating LLC, a Texas LLC (the Republic of Cyprus under the Companies Law Cap. 113foregoing clauses (a) through (k), with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “Chapter 11 Cases”) sets out under chapter 11 of title 11 of the terms upon which United States Code (the Company will offer Services “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the Client under this chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain Amended & Restated Restructuring Support Agreement. It will govern, the rights and obligations dated as of both Parties and also include important information which we are required June 13, 2019 (as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmay be amended, you are consenting unreservedly and unconditionally supplemented or modified pursuant to the terms thereof, the “RSA”). Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and conditions of all herein. 1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the above mentioned documents which form meanings ascribed to such terms as set forth in Exhibit A to this Term Sheet or the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteRSA, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellapplicable.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services to not be before the Client under date of this Agreement. It will governAgreement (the “Time of Sale”), the rights Depositors prepared the Preliminary Prospectus and obligations of both Parties and also include important the information which we are required (including any “free-writing prospectus,” as an authorized Cyprus Investment Firm to provide to our prospective Clients defined in Rule 405 under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Securities Act (a “Free Writing Prospectus”)) listed in the event Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision original Time of the Services Sale Information included an untrue statement of material fact or omitted to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class X-0, Xxxxx X-0, [Class B] and [Class C] Notes (together, the “Offered Notes” [or “usNotes”]) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd term sheet (hereinafter called this “Term Sheet”)1 describes the terms of a restructuring (the “Company” or “usRestructuring”) on the one part and the client of: (which may be a) Legacy Reserves Inc., a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission Delaware corporation (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawLegacy Reserves”); (b) Legacy Reserves GP, with CIF license number 314/13. It is registered in LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and (j) Pinnacle Gas Treating LLC, a Texas LLC (the Republic of Cyprus under the Companies Law Cap. 113foregoing clauses (a) through (j), with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “Chapter 11 Cases”) sets out under chapter 11 of title 11 of the terms upon which United States Code (the Company will offer Services “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the Client under this chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain Restructuring Support Agreement. It will govern, the rights and obligations dated as of both Parties and also include important information which we are required June 10, 2019 (as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmay be amended, you are consenting unreservedly and unconditionally supplemented or modified pursuant to the terms thereof, the “RSA”). Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and conditions of all herein. 1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the above mentioned documents which form meanings ascribed to such terms as set forth in Exhibit A to this Term Sheet or the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteRSA, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellapplicable.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D)
Introduction. 1.1Nordic Investment Bank (“NIB”) confirms its agreement with each of you with respect to the issue and sale from time to time by NIB of its Medium-Term Notes, Series D, Due Not Less Than Nine Months from Date of Issue, in an aggregate initial public offering price or purchase price of up to $10,000,000,000 (or the equivalent thereof in other currencies or composite currencies). This Agreement is entered by To the extent Notes sold in the United States are not offered and between Growell Capital Ltd sold only to institutions which such Agent reasonably believes are “accredited investors” (hereinafter called “Institutional Accredited Investors”) within the meaning of Rule 501 under the United States Securities Act of 1933, as amended (the “Company” or “usSecurities Act”) on that are also “qualified institutional buyers” as defined under Rule 144A under the one part and the client Securities Act (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youQIBs”) on in accordance with Rule 144A under the other part on Securities Act (such notes herein referred to as “144A Notes”), such Notes are limited to the current date as set out herein below on principal amount of securities registered with the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (the “CySECCommission”) on the Registration Statement (as defined below), which amount is subject to reduction as a Cyprus Investment Firm result of the sale of other securities of NIB registered under such Registration Statement (CIFsuch notes herein referred to as “Registered Notes”) (the Registered Notes and the 144A Notes are herein referred to offer certain Investment collectively as the “Notes”). The Notes will be issued in accordance with a fiscal agency agreement, dated as of the date hereof (the “Fiscal Agency Agreement”), between NIB and Ancillary Services Citibank, N.A., as fiscal agent (the “Fiscal Agent”). For the purposes of this Agreement, the term “agent” shall refer to any of you acting solely in your capacity as Agent for NIB pursuant to Section 3(a) and Activities not as principal (collectively, the “Agents”), the term “Purchaser” shall refer to any one of you acting solely in your capacity as principal pursuant to Section 9 and not as Agent, and the term “you” shall refer to you collectively without regard to whether at any time any of you is acting in both such capacities or in either such capacity. The Registered Notes shall be denominated in the currencies or currency units and have terms set forth in the Prospectus referred to in Section 2(a)(i), as it may be supplemented from time to time, including supplements to the Prospectus Supplement in preliminary form (each, a “Preliminary Pricing Supplement”) or final form (each, a “Final Pricing Supplement”) (together, a “Pricing Supplement”) describing a Registered Note by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, and other similar terms of a particular Registered Note sold pursuant hereto or the offering thereof. The term “issuer free writing prospectus”, as defined in Rule 433 under the Investment Services Securities Act relating to the Registered Notes is hereinafter called an “Issuer Free Writing Prospectus” (which term, for the avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 5(b)(i))). Each issue of 144A Notes (each issue of Notes, whether registered or unregistered, being herein referred to as a “Tranche”) shall be denominated in the currencies or currency units and Activities have terms set forth in the 144A Prospectus referred to in Section 2(b)(i) describing such Tranche of 144A Notes by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, selling restrictions and Regulated Markets Law other similar terms of 2017 L.87(I)/2017such Tranche of 144A Notes sold pursuant hereto or the offering thereof. The Notes will be issued, as subsequently amended or replaced and the terms thereof established, from time to time (“by NIB in accordance with the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Fiscal Agency Agreement together with its Appendix 1, any Appendix added thereto and the following documents Procedures (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”defined in Section 3(f) sets out the terms upon which the Company will offer Services to the Client under this Agreementhereof). It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it The Notes will be deemed that you have read and understood the information on our Websiteissued only in registered form. Bearer notes will not be issued.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Supplement (hereinafter called this "Supplement") dated January 1, 2014 supplements the “Company” or “us”) on information previously provided in the one part and Confidential Private Offering Memorandum, dated December 2009 with respect to NT Alpha Strategies Fund (the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"Fund"), as subsequently amended or replaced supplemented from time to time (together, the "Offering Memorandum"). This Supplement should be read together with the Offering Memorandum and the Subscription Booklet for the Fund. Capitalized terms used in this Supplement that are not otherwise defined shall have the meaning given to such terms in the Offering Memorandum. Effective January 1, 2014, Northern Trust Investments, Inc. (“the LawNTI”), with CIF license number 314/13. It is registered in a subsidiary of Northern Trust Corporation, assumed the Republic responsibilities of Cyprus The Northern Trust Company of Connecticut (“NTCC”), a subsidiary of Northern Trust Corporation, as Investment Manager under the Companies Law Capinvestment management agreement between the Fund and NTCC (the "Investment Management Agreement"). 113NTI also assumed the responsibilities of NTCC as the Investment Manager of the Feeder Funds under the investment management agreements between NTCC and Caledonian Trust (Cayman) Limited, with registration number HE314852on behalf of each of the Feeder Funds. Its NTI is a state bank organized under the laws of the State of Illinois and a registered office is at Arcinvestment adviser under the Investment Advisers Act of 1940, as amended. Xxxxxxxx X 00The fees payable by the Fund and the Feeder Funds under the Investment Management Agreement, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3the personnel who manage the Fund and the Feeder Funds and the services provided to the Fund and the Feeder Funds remain unchanged as a result of the assumption of these responsibilities. This Client Agreement together with its Appendix 1, any Appendix added thereto Supplement amends the Offering Memorandum accordingly. This Supplement and the following documents as amended from time Memorandum and the information contained herein and therein may not be reproduced or distributed, nor may their contents be disclosed, to time titled “Summary persons who are not directly involved with a prospective investor's decision regarding the purchase of Conflicts the Units without the prior written consent of Interest Policy”the Investment Manager. By accepting delivery of this Supplement, “Commissions, Charges each investor and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereach prospective investor agrees to the foregoing. Notwithstanding anything expressed or implied in this Supplement, the “Agreement”) sets out the terms upon which the Company will offer Services Memorandum or any other Feeder Fund document to the Client under this Agreement. It will governcontrary, each investor and each prospective investor (and each employee, representative, and other agent thereof) may disclose to any and all persons, without limitation of any kind, the rights tax treatment and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally any facts that may be relevant to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision tax structure of the Services to you. Moreovertransactions contemplated thereby; provided, it will be deemed however, that you have read no investor or prospective investor (and understood the information on our Website.
1.5. For this reasonno employee, you are advised to read all the above mentioned documents which form the Agreement and representative, or other agent thereof) shall disclose any other letters information that is not relevant to understanding the tax treatment or notices sent by us carefully and make sure tax structure of such transactions (including the identity of any party or any information that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised could lead another to read our “Terms and Conditions for determine the use identity of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephoneany party), or by
1.8. Physical signature any other information to the extent that such disclosure could reasonably be expected to result in a violation of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellany applicable securities law.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Alpha Strategies Fund)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class X-0, Xxxxx X-0, [Class B] and [Class C] Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to offer certain Investment the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and Ancillary Services the Depositor will sell the Receivables to the Trust under a sale and Activities servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and Regulated Markets Law the Indenture Trustee. In order to perfect the security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”) sets out the terms upon which the Company will offer Services ). If, subsequent to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositor and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide state a material fact necessary in order to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmake the statements therein, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision light of the Services circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to you. Moreoverterminate their initial Contracts of Sale and enter into new Contracts of Sale, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.then the
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes” [or “usNotes”]) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services to not be before the Client under date of this Agreement. It will governAgreement (the “Time of Sale”), the rights Depositors prepared the Preliminary Prospectus and obligations of both Parties and also include important the information which we are required (including any “free-writing prospectus,” as an authorized Cyprus Investment Firm to provide to our prospective Clients defined in Rule 405 under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Securities Act (a “Free Writing Prospectus”)) listed in the event Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision original Time of the Services Sale Information included an untrue statement of material fact or omitted to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Cyprus Investment Firm Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain Investment other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and Ancillary Services the Depositor will sell the Receivables to the Trust pursuant to a sale and Activities servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7 hereof, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part The Borrower and the client Secured Party entered into a Securities Purchase Agreement dated as of August 4, 2008 (which as amended by Amendment No. 1 thereto, dated as of February 27, 2009, and by Amendment No. 2, Consent and Waiver thereto, dated as of March 18, 2010 (“Amendment No. 2”), and as the same may be a legal entity further amended, modified or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time, the “Purchase Agreement”) pursuant to which the Grantor agreed, among other things, to issue to the Secured Party secured convertible promissory notes (such promissory notes as the same may be amended, modified or supplemented from time (to time, together with any promissory notes issued by the Borrower in exchange therefor, the “Convertible Notes”) and providing for the Law”), with CIF license number 314/13. It is registered payment of interest in kind in the Republic form of Cyprus additional secured convertible promissory notes (the “Additional Notes”, and together with the Convertible Notes, the “Notes”) in certain circumstances. Pursuant to the Purchase Agreement, the Borrower and the Secured Party, individually and in its capacity as Collateral agent, entered into a Pledge and Security Agreement, dated as of February 27, 2009 (the “Original Pledge Agreement”) to secure the Original Obligations (as hereinafter defined). Pursuant to Amendment No. 2, the Secured Party has agreed to consent to the Bridge Financing (as defined in Amendment No. 2) and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Companies Law CapPurchase Agreement, the Notes and the other Transaction Documents. 113In consideration for such amendments, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00waivers and consents, Xxxxxxxxxx Xxxxx Xxxxx Athe Borrower has agreed (i) to cause each of its Subsidiaries organized under the laws of the United States or any State thereof to enter into the Guaranty Agreement, Office 14dated the date hereof, 4003 Limassolamong the Borrower, Cyprus.
1.3. This Client Agreement together with each of its Appendix 1, any Appendix added Subsidiaries party thereto and the following documents Secured Party, pursuant to which each such Subsidiary has guaranteed the Obligations (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges herein defined) and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”ii) sets out the terms upon which the Company will offer Services to the Client under this Agreementamendment and restatement of the Original Pledge Agreement in the form hereof. It Each Subsidiary of the Borrower that is a party hereto acknowledges that the Borrower and the Subsidiaries are engaged in related businesses and that it has derived, and will governcontinue to derive, substantial benefit from the rights financing provided to the Borrower by the Secured Party pursuant to the Notes, and obligations that it will derive substantial benefit from the financing provided to the Borrower pursuant to the Bridge Financing. In consideration therefor, each Grantor hereby (i) ratifies and reaffirms the conveyance, assignment, pledge and grant of both Parties the Original Collateral (as herein defined) made pursuant to the Original Pledge Agreement to secure the due and also include important information which we are required punctual payment of the Original Obligations (as an authorized Cyprus Investment Firm herein defined); and (ii) has agreed to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicespledge, you are consenting unreservedly convey, assign and unconditionally grant in favor of the Collateral Agent on behalf of the Secured Party, a perfected lien on and security interest in the Additional Collateral (as defined herein), pursuant to the terms of this Pledge Agreement in order to secure the Original Obligations and conditions all other monetary obligations, including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of all the above mentioned documents which form the Agreement and it means that any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in the event that you are accepted by us as our Clientsuch proceeding), you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. MoreoverGrantors now or hereafter due under the Notes, it will be deemed that you have read and understood the information on our Website.
1.5. For Purchase Agreement, the Guaranty Agreement, this reason, you are advised to read all the above mentioned documents which form the Pledge Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our Transaction Document (collectively, the “Terms and Conditions for the use of the WebsiteAdditional Obligations” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreementand, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree together with the provisions set out in our Asset Valuation PolicyOriginal Obligations, the “Obligations”).
Appears in 2 contracts
Samples: Pledge and Security Agreement (Perseus Partners Vii L P), Pledge and Security Agreement (Photomedex Inc)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd KEY WAY INVESTMENTS LTD. (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) ), who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to facepart.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Provision of Investment Services and Activities and Services, the Exercise of Investment Activities, the Operation of Regulated Markets and Other Related Matters Law of 2017 L.87(I)/20172007, Law 144(I)/2007, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13292/16. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. HE 341196 Its registered office is at Arc. Xxxxxxxx X 00Sofouli Street number 2, Xxxxxxxxxx CHANTECLAIR XXXXXXXX, Xxxxx Xxxxx A0, Office 14Xxxx 000, 4003 Limassol0000, CyprusXxxxxxx, Xxxxxx.
1.3. This Client Agreement together with its Appendix 1, any Appendix other Appendices added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Summary of Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, collectively the “Agreement”) sets as these may be amended from time to time, set out the terms upon which the Company will offer Services to the Client under this AgreementClient. It will governgovern your trading activity in Financial Instruments (specifically CFDs which includes Forex trading), the rights and obligations of both Parties and also include includes important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above above-mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5conditions. For this reasonthese reasons, you are advised to carefully read all the above above-mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.71.4. The Agreement overrides any other agreements, arrangements, express or implied statements made by the Company or any Introducer(s).
1.5. The Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.
1.6. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or byby written correspondence (including e-mail), then the Distance Marketing of Financial Services Law N. 242(I)/2004 applies and we shall send you by email the documents that form the Agreement.
1.81.7. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back return the other one to you signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
Introduction. 1.1. This Upon the terms and subject to the conditions set forth in this Underwriting Agreement is entered by (this “Agreement”), the Trust agrees to, and between Growell Capital Ltd the Company agrees to cause the Trust to, issue and sell to the Underwriters, who are acting severally and not jointly, an aggregate liquidation amount of $25,000,000 (hereinafter called the “Company” or “usFirm Securities”) on of the one part and the client Trust’s % preferred securities (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySECPreferred Securities”) as set forth in Schedule I hereto. The Trust also proposes to, and the Company also proposes to cause the Trust to, issue and sell to the Underwriters, at the Underwriters’ option, up to an additional $1,000,000 aggregate liquidation amount of Preferred Securities (the “Option Securities”). The term “Preferred Securities” as used herein, unless indicated otherwise, shall mean the Firm Securities and the Option Securities. The Preferred Securities and the Common Securities (as defined herein) are to be issued pursuant to the Amended and Restated Trust Agreement to be dated as of February , 2004 (the “Trust Agreement”), among the Company, as depositor, and The Bank of New York (“Trust Company”), a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities banking organization organized under the Investment Services and Activities and Regulated Markets Law laws of 2017 L.87(I)/2017the State of New York, as subsequently amended or replaced property trustee (“Property Trustee”), and The Bank of New York (Delaware) (“Trust Delaware”), a Delaware banking corporation, as Delaware trustee (“Delaware Trustee”); Xxxxx X. Xxxxxxxx, Xxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx as administrative trustees; and the holders from time to time of undivided interests in the assets of the Trust. The Preferred Securities will be guaranteed by the Company on a subordinated basis and subject to certain limitations with respect to distributions and payments upon liquidation, redemption or otherwise (the “Guarantee”) pursuant to the LawGuarantee Agreement to be dated as of February , 2004 (the “Guarantee Agreement”), with CIF license number 314/13between the Company and the Trust Company, as Trustee (the “Guarantee Trustee”). It is registered The assets of the Trust will consist of % junior subordinated deferrable interest debentures, due , 2034 (the “Junior Subordinated Debentures”) of the Company which will be issued under a Junior Subordinated Indenture dated as of February , 2004 (the “Indenture”), between the Company and the Trust Company, as Trustee (the “Indenture Trustee”). Under certain circumstances, the Junior Subordinated Debentures will be distributable to the holders of undivided beneficial interests in the Republic assets of Cyprus under the Companies Law CapTrust. 113, The entire proceeds from the sale of the Preferred Securities will be combined with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended entire proceeds from time the sale by the Trust to time titled “Summary the Company of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” the Trust’s common securities (all together, the “AgreementCommon Securities”) sets out ), and will be used by the terms upon which the Company will offer Services Trust to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as purchase an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision equivalent amount of the Services to you. Moreover, it will be deemed that you have read and understood the information on our WebsiteJunior Subordinated Debentures.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes, the Class A-4 Notes and the client Class B Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the "Class A-1 Notes") and the Class C Notes and the Class D Notes (the "Class C Notes" and the "Class D Notes", respectively, and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class C Notes and the Class D Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. 1.1Fieldstone Mortgage Investment Corporation, a Maryland corporation (the “Depositor”), proposes to sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc., Credit Suisse Securities (USA) LLC, Bear Xxxxxxx & Co., Inc., and Xxxxxx Brothers Inc. (each an “Underwriter” and collectively, the “Underwriters”) the class principal amount or class notional amount of the Fieldstone Mortgage Investment Trust, Series 2006-3 Mortgage-Backed Notes (the “Notes”), identified in the pricing supplement, a form of which is attached as Schedule I hereto (the “Pricing Supplement”). This The Notes will be issued pursuant to a Transfer and Servicing Agreement is entered (the “Transfer and Servicing Agreement”) and an indenture (the “Indenture”) by and among Fieldstone Mortgage Investment Trust, Series 2006-3, a Delaware statutory trust (the “Issuing Entity”), an indenture trustee (the “Indenture Trustee”), and a trust administrator (the “Trust Administrator”). The Issuing Entity has been created pursuant to a trust agreement (the “Trust Agreement”) by and between Growell Capital Ltd an owner trustee (hereinafter called the “Company” Owner Trustee”), the Depositor and Trust Administrator. The Notes will generally be payable out of the cash flows attributable to the property of the Issuing Entity, which will consist of one or more pools of mortgage loans (the “usMortgage Loans”) and certain related property to be conveyed to the Issuing Entity by the Depositor. The Mortgage Loans will be conveyed by the Depositor on the Delivery Date (as defined in Section 3 below) pursuant to one part or more mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), by and among Fieldstone Investment Corporation and any other party identified as a seller of the Mortgage Loans (each referred to herein as a “Seller”) and the client Depositor. On the Delivery Date, the Depositor will convey the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, by and among the Issuing Entity, the Depositor, each Seller, a master servicer (the “Master Servicer”), the Trust Administrator, the Indenture Trustee, the Servicer and potentially, one or more subservicers, including JPMorgan Chase Bank, National Association (each, a “Subservicer”). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Underwriters. This Underwriting Agreement (this “Agreement”) includes the terms and conditions governing the offering and sale of Notes from the Depositor to the Underwriters. Upon the execution and delivery of this Agreement and the Pricing Supplement, the Underwriters agree to purchase Notes from the Depositor subject to the satisfaction of the conditions set forth herein. The Depositor and the Underwriters shall execute and deliver a Pricing Supplement detailing the Purchase Price and other terms of the Notes promptly upon such parties’ mutual agreement regarding such Purchase Price and terms. The Pricing Supplement shall include, among other things, the following information in connection with the offering of the Notes: (a) the aggregate amount of the Notes to be purchased by each Underwriter and the Purchase Price, net of underwriting discounts, for which each class of Notes shall be sold by the Depositor to the Underwriters, (b) the initial public offering price or the method by which the price at which such Notes are to be sold to the public, (c) the identification of significant parties to the transaction, (d) structural terms of the securities offering and (e) the listing of offering materials to be used in connection with the offering of the Notes. Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in the Transfer and Servicing Agreement. The terms and conditions of the Pricing Supplement are deemed to be incorporated by reference into this Agreement as if such terms and conditions were originally described in this Agreement. The Pricing Supplement may be a legal entity amended, modified or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time (“upon the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision mutual agreement of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteparties thereto.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”) on ), proposes to sell the one part Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B] [and the client Class C] Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or Offered Notes”[or the “youNotes”]) on described in the other part on Terms Annex attached to this agreement (this agreement, including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20 - , a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, , as owner trustee (the “Owner Trustee”) and , as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”) and the] Class C Notes (the “Class C Notes” and, collectively with the Offered Notes [and the Class B Notes], the “Notes”). The [Class B and] Class C Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 20 - Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “20 - Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 20 - Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1HSI Asset Securitization Corporation, a Delaware corporation (the “Company”), proposes to cause to be issued by [ ]Mortgage Loan Trust 200[ ]-[ ], a common law trust governed by New York law (the “Issuing Entity”), Mortgage Pass-Through Certificates, Series 200[-[ ] (the “Certificates”), consisting of [ ] classes pursuant to a Pooling and Servicing Agreement, dated as of [ ] (the “Pooling and Servicing Agreement”), by and among the Company, [ ], as servicer (the “Servicer”), [ ], as mortgage loan seller (the “Mortgage Loan Seller”), Xxxxx Fargo Bank, National Association, in its capacity as master servicer, securities administrator and custodian (“Xxxxx Fargo”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”). This The Company proposes to sell the [ ] (the “Offered Certificates”) to HSBC Securities (USA) Inc. (“HSBC Securities” or the “Representative”) and the co-managers identified on Exhibit A hereto, if any, (collectively with HSBC Securities, the “Underwriters” and, each entity individually, an “Underwriter”) pursuant to this agreement (“Agreement”). The Certificates will represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) created pursuant to the Pooling and Servicing Agreement is entered primarily consisting of [ ] mortgage loans (the “Mortgage Loans”) secured by [first]-lien mortgages or deeds of trust on residential properties. The Mortgage Loans will be purchased by the Company from HSBC Bank USA, National Association (“HSBC Bank” or the “Sponsor”) pursuant to the Mortgage Loan Purchase Agreement, dated as of [ ] (the “Mortgage Loan Purchase Agreement”), by and between Growell Capital Ltd the Company and the Sponsor, in exchange for immediately available funds. The Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the various indemnification agreements entered into with the Servicer, Xxxxx Fargo, in its capacity as master servicer (hereinafter called the “Company” or “usMaster Servicer”) on the one part and the client securities administrator (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawAdministrator”), with CIF license number 314/13. It is registered in the Republic Mortgage Loan Seller and [ ], as swap counterparty (the “Swap Counterparty”) under an interest rate swap agreement (the “Interest Rate Swap Agreement”), dated [ ], between the Securities Administrator on behalf of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto Trust Fund and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Swap Counterparty (all togethercollectively, the “AgreementIndemnification Agreements”) sets out and this Agreement are collectively referred to herein as the terms upon which “Transaction Documents.” Only the Company will offer Services Offered Certificates are being sold pursuant to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Hsi Asset Securitization Corp)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2012-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-4)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2013-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), In accordance with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 7, 2011, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“MTS”), Optomai Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MTS (“Merger Sub”), Optomai, Inc., a Delaware corporation (the “Company”), the stockholders party thereto and Xxxxx Xxxxxxxxx, as stockholders’ agent, the undersigned hereby surrenders to the Company the certificate(s) described in Box B (the “Certificate(s)”) representing the shares of common stock of the Company set forth on such Certificate(s) (the “Company Shares”) in exchange for cash pursuant to the Merger Agreement. The undersigned acknowledges and agrees that the undersigned will only become entitled to receive the above mentioned documents which form consideration for the Agreement and it means that Certificate(s) surrendered hereby if the Closing (as defined in the event that you are accepted by us as our Client, you and we Merger Agreement) occurs. The surrender made hereby shall be bound by these irrevocable unless and until the Merger Agreement is terminated in accordance with its terms. Capitalized terms and conditions which will govern used but not defined herein shall have the provision meanings set forth in the Merger Agreement. By signing this Letter of Transmittal, the undersigned acknowledges that, subject to the undersigned’s right to receive the amount payable in respect of the Services Company Shares pursuant to youthe Merger Agreement, delivery of the consideration to which the undersigned is entitled under the Merger Agreement shall constitute full and complete payment in exchange for the undersigned’s Company Shares. MoreoverBY DELIVERY OF THIS LETTER OF TRANSMITTAL TO MTS, THE UNDERSIGNED HEREBY FOREVER WAIVES ANY AND ALL APPRAISAL RIGHTS UNDER DELAWARE LAW AND WITHDRAWS ALL WRITTEN OBJECTIONS TO THE MERGER AND/OR DEMANDS FOR APPRAISAL, IF ANY, WITH RESPECT TO THE COMPANY SHARES OWNED BY THE UNDERSIGNED OR OTHERWISE. THE UNDERSIGNED HEREBY FURTHER WAIVES ANY AND ALL RIGHTS TO NOTICE WITH RESPECT TO THE MERGER UNDER THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS AND APPLICABLE LAW. The undersigned understands that he, she or it will be deemed that you not have read made an acceptable delivery unless and understood until MTS receives (a) this Letter of Transmittal, or a facsimile copy hereof, duly completed and signed, (b) the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate ClientCertificate(s) and we do (c) the Stockholder Consent (as defined in the Merger Agreement). The undersigned acknowledges and agrees that, regardless of when this Letter of Transmittal is delivered to MTS, the undersigned will not meet face be entitled to face any interest on the consideration to conclude this which he, she or it is entitled under the Merger Agreement, but instead our communication is done through a website, as over . The undersigned acknowledges and agrees that if the telephone, Closing does not occur or by
1.8. Physical signature of the Merger Agreement is not required but if you wish terminated, MTS will return the Certificate(s) to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellundersigned.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a second amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3[a] Notes, [the Class A-3b Notes], the Class A-4[a] Notes, [the Class A-4b Notes,] the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). [The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap transactions (each, an “Interest Rate Hedge”) to offer certain Investment hedge its interest rate risk.] The Trust Agreement, the Purchase Agreement, the Sale and Ancillary Services Servicing Agreement, the Indenture, the Administration Agreement and Activities the Control Agreement [and the Interest Rate Xxxxxx] are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”) sets out the terms upon which the Company will offer Services ). If, subsequent to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositor and obligations the Representatives determine that the original Time of both Parties Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and also include important information which we are required as an authorized Cyprus Investment Firm the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the “Time of Sale” will refer to the terms and conditions time of all entry into the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision first new Contract of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.Sale
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2014-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2a Notes, the one part Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Cyprus Investment Firm Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap, cap or floor agreements (each, an "Interest Rate Hedge") to offer certain Investment hedge its interest rate risk. Ford Credit and Ancillary Services the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Xxxxxx (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the client Class B Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass B Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2014, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be offered pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2014-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of March 1, 2014 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of March 1, 2014 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-A)
Introduction. 1.1. This Agreement Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class C Notes (the "Class C Notes" or the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is entered by attached as Annex A and between Growell Capital Ltd incorporated into and made part of this agreement (hereinafter called this agreement including the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes were issued on the Closing Date specified in the Terms Annex by a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance of the Publicly Registered Notes, the Trust issued the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class D Notes (collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes were sold pursuant to offer a note purchase agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class C Notes and the Class D Notes were initially retained by the Depositor. Each of the Notes were issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and are secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain Investment other property of the Trust. Ford Credit sold the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and Ancillary Services the Depositor sold the Receivables to the Trust pursuant to a sale and Activities servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit also acts as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a supplement relating to the Publicly Registered Notes (the "Supplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Settlement Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-1 Notes (the “Class A-1 Notes”), the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter Class A-4 Notes, the “Client” or “youClass A Notes”) on and the other Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2015, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) to offer certain Investment identified in the Terms Annex and Ancillary Services established under a trust agreement (the “Trust Agreement”) between the Depositor and Activities an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the “Notes”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2015-B Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of October 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of October 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex B to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd JCP&L Transition Funding II LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawBond Issuer”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113proposes, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of all $182,400,000 principal amount of Transition Bonds, Series 2006-A (the above mentioned documents which form “Bonds”). If the Agreement and it means that firm or firms listed in Schedule I hereto include only the event that you are accepted by us as our Clientfirm or firms listed in Schedule II hereto, you and we shall be bound by these then the terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the WebsiteUnderwriters” and “Privacy PolicyRepresentative” as used herein, shall each be deemed to refer to such firm or firms. The Bond Issuer was formed as a Delaware limited liability company on our Website.
1.7. If you are March 29, 2004 pursuant to a consumer Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on such date and a limited liability company agreement (and not as such agreement may be amended, the “Issuer Limited Liability Company Agreement”) dated March 29, 2004 with Jersey Central Power & Light Company, a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteNew Jersey corporation (“JCP&L” or the “Seller”), as over the telephone, or by
1.8. Physical signature sole member of the Agreement is not required but if you wish Bond Issuer. The Bonds will be issued pursuant to have it signed you may print it an Indenture to be dated on or about August 10, 2006 (as amended and sign two copies supplemented from time to time, including all Supplemental Indentures establishing one or more series of Transition Bonds, the “Indenture’’), between the Bond Issuer and The Bank of New York, a banking corporation organized under the laws of the Agreement State of New York, as indenture trustee (the “Indenture Trustee”). The Bonds will be secured primarily by, and sent them back to us. We shall keep one copy for our records and send you back payable solely from, bondable transition property (the other one signed “Bondable Transition Property”), which is a presently existing property right created by us as well.
1.9. By applying to us to provide to you any an order of the ServicesNew Jersey Board of Public Utilities (the “BPU”) dated June 8, you agree 2006 in Docket No. ER03020133 (the “Financing Order”) in accordance with the provisions set out of the New Jersey Electric Discount and Energy Competition Act of 1999, as amended (the “Statute”). The Financing Order authorized JCP&L to sell, pledge or assign any or all of its interest in our Asset Valuation Policythe Bondable Transition Property created thereunder to the Bond Issuer. JCP&L will sell and assign all of its right, title and interest in, to and under such Bondable Transition Property to the Bond Issuer pursuant to a sale agreement to be dated on or about August 10, 2006 (the “Sale Agreement”). Pursuant to the Indenture, the Bond Issuer will pledge to the Indenture Trustee for the benefit of, among others, the Holders of the Bonds, all of its right, title and interest in, to and under, among other things, the Bondable Transition Property as security for the Bonds. The Bondable Transition Property will be serviced pursuant to a servicing agreement to be dated on or about August 10, 2006 (as amended and supplemented from time to time, the “Servicing Agreement”), between JCP&L, as servicer, and the Bond Issuer. JCP&L is a wholly-owned subsidiary of FirstEnergy Corp., an Ohio corporation. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Indenture. The Financing Order provides that Bondable Transition Property arises and constitutes a vested, presently existing property right only upon the transfer thereof to an assignee and the receipt of consideration therefor; nonetheless, for convenience of reference, this Agreement refers to transfers and vesting of Bondable Transition Property before such property may have come into existence.
Appears in 1 contract
Samples: Underwriting Agreement (JCP&L Transition Funding II LLC)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2023-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-B)
Introduction. 1.1[Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors"]) propose[s] to sell the notes (the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”) through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement (the “Underwriters”). The Notes will be issued by Ford Credit Floorplan Master Owner Trust ___, a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the "Owner Trustee”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20___ (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20___([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20___ among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20___ (the “Base Indenture”), between the Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ___ supplement to the Base Indenture, to be dated as of , 20___ (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20___(the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” This Agreement is entered by Underwriting Agreement, the indemnification agreement dated , 20___(the “Indemnification Agreement”), among Ford Credit and between Growell Capital Ltd (hereinafter the Representatives and the Basic Documents are collectively called the “Company” or “usTransaction Documents”) on . Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized [Depositor has]/[Depositors have] prepared and regulated by filed with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawAct a prospectus supplement relating to the Notes (the “Prospectus Supplement”), with CIF license number 314/13. It is registered The prospectus relating to the Notes in the Republic of Cyprus form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Companies Law Cap. 113, with registration number HE314852. Its registered office Act is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprusreferred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.
1.3. This Client ” Any reference in this Agreement together with its Appendix 1to the Registration Statement, any Appendix added thereto and preliminary prospectus used in connection with the following documents as amended from time to time titled “Summary offering of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” the Notes described in the Terms Annex (all together, the “AgreementPreliminary Prospectus”) sets out or the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Prospectus will be deemed that you have read to refer to and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement include any exhibits thereto and any other letters or notices sent documents incorporated by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use reference therein, as of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteeffective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you case may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellbe.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to offer certain Investment the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and Ancillary Services the Depositor will sell the Receivables to the Trust under a sale and Activities servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and Regulated Markets Law the Indenture Trustee. In order to perfect the security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”) sets out the terms upon which the Company will offer Services ). If, subsequent to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositor and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide state a material fact necessary in order to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmake the statements therein, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision light of the Services circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to you. Moreoverterminate their initial Contracts of Sale and enter into new Contracts of Sale, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.then the
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2012-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, the "Notes"). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2023-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-A)
Introduction. 1.1. This Agreement is entered by First Mariner Bancorp, a Maryland corporation (the "Company"), proposes, upon the terms and between Growell Capital Ltd subject to the conditions set forth in this underwriting agreement (hereinafter called this "Agreement") that the “Company” or “us”) on Company issue and sell to the one part several underwriters named in Schedule I hereto (each an "Underwriter" and, collectively, the "Underwriters"), for which Xxxxxx, Xxxxx Xxxxx, Incorporated and Advest, Inc. are acting as representatives (the client (which may be a legal entity or a natural person) who has completed "Representatives"), with respect to the Account Opening Application Form proposed issuance and has been accepted sale by the Company of 1,500,000 shares of its authorized but unissued common stock, $0.05 par value (the "Firm Securities"), the terms of which are more fully described in the Prospectus (as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2defined). The Company is authorized and regulated also proposes to grant to the Underwriters an option to purchase up to an additional 225,000 shares of common stock, referred to herein as the "Additional Securities" (and, together with the Firm Securities, the "Securities"), if requested by the Cyprus Underwriters as provided in Section 3 hereof. Plus an option to purchase from the Company up to 225,000 additional shares to cover over-allotments. The registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities, as amended at the time it is or was declared effective by the Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017and, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us of any amendment thereto after the effective date, such registration statement as our Clientso amended (but only from and after the effectiveness of such amendment), you and we shall be bound by these terms and conditions which will govern the provision including a registration statement (if any) filed pursuant to Rule 462(b) of the Services rules and regulations of the Commission under the Securities Act (the "Securities Act Rules and Regulations") increasing the size of the offering registered under the Securities Act and information (if any) deemed to you. Moreoverbe part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Securities Act Rules and Regulations, is hereinafter called the "Registration Statement." The prospectus included in the Registration Statement at the time it will be deemed that you have read and understood is or was declared effective by the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement Commission and any other letters related prospectus supplement or notices sent by us carefully and make sure that you understand and agree supplements relating to the Securities as previously filed with them before entering into an agreement or promptly hereafter filed with us.
1.6. You are also advised the Commission pursuant to read our “Terms and Conditions for the use Rule 424(b) of the Website” Securities Act Rules and “Privacy Policy” on our Website.
1.7. If you are Regulations, is hereinafter called the "Prospectus," except that if any prospectus (including any term sheet meeting the requirements of Rule 434 of the Securities Act Rules and Regulations provided by the Company for use with a consumer prospectus subject to completion within the meaning of such Rule 434 in order to meet the requirements of Section 10(a) of the Securities Act) filed by the Company with the Commission pursuant to Rule 424(b) (and not a corporate ClientRule 434, if applicable) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is Securities Act Rules and Regulations or any other such prospectus provided to the Underwriters by the Company for use in connection with the offering of the Securities (whether or not required but if you wish to have it signed you may print it and sign two copies be filed by the Company with the Commission pursuant to Rule 424(b) of the Agreement Securities Act Rules and sent them back to us. We shall keep one copy for our records and send you back Regulations) differs from the other one signed prospectus on file at the time the Registration Statement is or was declared effective by us as well.
1.9. By applying to us to provide to you any of the ServicesCommission, you agree with the provisions set out in our Asset Valuation Policy.term
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”) and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass C Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2013, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be offered pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2013-B Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of October 1, 2013 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of October 1, 2013 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2015-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation ("FCF Corp" or a "Depositor"), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called "FCF LLC" or a "Depositor" and, together with FCF Corp, the “Company” or “us”) on "Depositors"), propose to sell the one part Class A-1 Notes and the client Class A-2 Notes (which may be a legal entity or a natural persontogether, the "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes", the "Class C Notes" and the "Class D Notes", respectively, and collectively with the Publicly Registered Notes, the "Notes"). The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued pursuant to an indenture (the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (CIFthe "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to offer certain Investment the Receivables include the Receivables held by the Trust both directly and Ancillary Services indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and Activities assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2010-5)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a second amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Each of Ford Credit Floorplan Corporation, a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity "FCF Corp" or a natural person"Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the Class A Notes (the "Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a Cyprus Investment Firm TALF Agent and as a signatory to the MLSA. The Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. The Notes will be issued pursuant to offer an indenture (the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain Investment monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and Ancillary Services indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and Activities assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7 hereof, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2009-2)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Breitburn Energy Partners LP (hereinafter called the “Company” or “usDebtor”) on the one part and the client certain of its subsidiaries (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementDebtors”)1 are pursuing a proposed financial restructuring of their existing debt and other obligations to be effectuated pursuant to a plan of reorganization (the “Plan”) sets out and related disclosure statement (the terms upon which the Company will offer Services to the Client under this Agreement. It will govern“Disclosure Statement”) in connection with a chapter 11 bankruptcy case, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to in accordance with the terms and conditions of all the above mentioned documents which form the Agreement and it means that set forth in the event Amended and Restated Backstop Commitment Agreement, dated as of [•], 2017 (the “Backstop Commitment Agreement”), by and among the Debtors and other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth for such terms in the Plan or the Backstop Commitment Agreement. On [•], 2017, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered an order (the “Rights Offering Approval”) that you are accepted by us as our Clientapproved, you among other things, the form and we manner of the rights offering. In connection with the Plan, and in accordance with these procedures (the “Rights Offering Procedures”), the Debtor shall be bound by these terms required to implement the rights offering on behalf of New Permian Corp. (as defined in the Plan), and conditions which will govern the provision will, for aggregate proceeds of $775,000,000, (x) distribute to each of the Services Commitment Parties (as defined in the Backstop Commitment Agreement) Minimum Allocation Rights (as defined in the Backstop Commitment Agreement) enabling those parties to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into acquire an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use aggregate of 40% of the Websitecommon stock of New Permian Corp. for aggregate proceeds of $310,000,000; and (y) distribute subscription rights to holders of Allowed Unsecured Notes Claims (as defined in the Plan) who are Eligible Offerees (defined below) enabling those parties to purchase an aggregate of 60% of the common stock of New Permian Corp. for aggregate proceeds of $465,000,000 (the “Rights Offering”). An “Eligible Offeree” and “Privacy Policy” on our Website.
1.7. If you are is a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreementholder of an Allowed Unsecured Notes Claim, but instead our communication is done through a websitethat is, as over of the telephoneRights Offering Record Date (as defined below), either (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (as defined below) (an “AI”) or an entity in which all of the equity investors are AIs, or by
1.8. Physical signature (b) a non-U.S. Person, as defined in Regulation S of the Agreement is not required but if you wish to have it signed you may print it and sign two copies Securities Act of 1933, as amended (the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Securities Act”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Breitburn Energy Partners LP)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly RegisteredNotes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to offer certain Investment hedge its interest rate risk. Ford Credit and Ancillary Services the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Rosetta Genomics, Ltd., a corporation organized under the laws of the State of Israel (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered proposes to issue and sell to the several Underwriters listed in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Schedule C hereto (all together, the “AgreementUnderwriters”) sets out ), for whom Aegis Capital Corp. is acting as the terms upon which representative (the Company will offer Services to the Client under this Agreement. It will govern“Representative”), the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally pursuant to the terms and conditions of all this Underwriting Agreement (this “Agreement”), an aggregate of 5,500,000 shares (the above mentioned documents which form “Firm Shares”) of the Agreement Company’s authorized but unissued Ordinary Shares (the “Ordinary Shares”). The Company has granted to the Underwriters an option to purchase up to an additional 825,000 Ordinary Shares (collectively, the “Additional Shares”). The Firm Shares and it means that the Additional Shares are referred to collectively as the “Shares.” The Shares, the Representative’s Securities (as defined in Section 2.4) and the Ordinary Shares underlying the Representative’s Securities are referred to herein collectively as the “Securities.” The Securities are more fully described in the event that you Registration Statement and Prospectus referred to below. The offering of the Shares is herein referred to as the “Offering.” The Underwriters may exercise their over-allotment purchase right in whole or from time to time in part by giving written notice not later than forty-five (45) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are accepted to be purchased. If any Additional Shares are to be purchased, the number of Additional Shares to be purchased by us as our Client, you and we each Underwriter shall be bound by these terms the number of Additional Shares set forth on Schedule C. Each purchase date must be at least one business day after the written notice is given and conditions which will govern may not be earlier than the provision closing date for the Firm Shares nor later than five business days after the date of such notice. Additional Shares may be purchased hereby solely for the purpose of covering over-allotments made in connection with the offering of the Services Firm Shares. Each day, if any, that Additional Shares are to you. Moreover, it will be deemed that you have read and understood the information on our Websitepurchased is referred to herein as an “Option Closing Date”.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (such Agreement, the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"), and will be secured by a pool of motor vehicle retail installment sale contracts for new and used automobiles and trucks (the "Receivables") and certain other property of the Trust. The Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") by and between Growell Capital Ltd among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (hereinafter the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust may enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the “Company” or “us”) on "Basic Documents." The Basic Documents, the one part Indemnification Agreement and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to faceare collectively called the "Transaction Documents.
1.2. " The Company is authorized Depositor has prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act") and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes that are required to be registered with the Commission (the "Publicly Registered Notes") and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act ("Exempt Notes", and the Exempt Notes together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), with CIF license number 314/13. It is registered in preliminary offering memorandum relating to the Republic of Cyprus under Exempt Notes (the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together"Preliminary Offering Memorandum"), the “Agreement”) sets out Prospectus or the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. At or prior to the time that you have read the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and understood the information on our Website.
1.5(including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). For this reasonIf, you are advised subsequent to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use date of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a websitematerial fact necessary in order to make the statements therein, as over in the telephone, or by
1.8. Physical signature light of the Agreement is circumstances under which they were made, not required but if you wish to misleading and the Representatives advise the Depositor that they have it signed you may print it and sign two copies reformed the purchase contracts with investors of the Agreement Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and sent them back the Terms Annex will be deemed to us. We shall keep one copy for our records and send you back be amended to include such Corrective Information in the other one signed by us as wellTime of Sale Information.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Floorplan Corporation, a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity "FCF Corp" or a natural person"Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the "Offered Notes" [or "Notes"]) who has completed described in the Account Opening Application Form and has been accepted by Terms Annex attached to this agreement (this agreement, including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Trust"). The Trust is governed by a second amended and restated trust agreement (the "Trust Agreement") between the Depositors and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes"), the Class C Notes (the "Class C Notes") and the Class D Notes (the "Class D Notes" and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the "Series 20__-_ Notes" or the "Notes"). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under a Cyprus Investment Firm second amended and restated indenture (CIFthe "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") each between the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the "Receivables") and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles ("In-Transit Receivables") have been or will be sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Credit under a sale and assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "Sale and Servicing Agreement") between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the "Back-up Servicing Agreement") among the Depositors, Ford Credit, the Trust and Computershare Trust Company, N.A. (successor in interest to Wxxxx Fargo Bank, National Association), as back-up servicer (the "Back-up Servicer")]. Ford Credit also acts as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") between Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts is perfected under an account control agreement (the "Account Control Agreement") among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20__-_ Notes will be perfected under a separate account control agreement (the "Series 20__-_ Account Control Agreement") to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") among the Trust, Ford Credit, as servicer, and Ancillary Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20__-_ Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-________), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on ______, 20__ (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors prepared the Preliminary Prospectus and the following documents information (including any "free-writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon which the Company will offer Services to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositors and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by has filed with the Cyprus Securities and Exchange Commission (the “CySECSEC”) a registration statement on Form S-3 (File No. 333-257399), as a Cyprus Investment Firm (CIF) amended on or prior to offer certain Investment the date hereof, relating to the Notes and Ancillary Services and Activities the offering thereof, from time to time, in accordance with Rule 415 under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended (together with the rules and regulations thereunder, the “Securities Act”). Such registration statement, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or replaced pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), including all documents incorporated therein by reference, as from time to time amended or supplemented, is referred to herein as the “Registration Statement.” The term “Base Prospectus” shall refer to the prospectus dated , 2021 for the offering of the Notes filed as part of the Registration Statement, together with any amendment or document that supersedes or replaces such prospectus or any supplement thereto, but not including any Pricing Supplement (“the Law”as defined below), with CIF license number 314/13. It any preliminary pricing supplement or any free writing prospectus (as such term is registered used in the Republic of Cyprus Rule 405 under the Companies Law CapSecurities Act). 113The term “Prospectus” shall refer to the Base Prospectus, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Notes and the following documents offering thereof and that is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges (together with the rules and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherregulations thereunder, the “AgreementTrust Indenture Act”) sets out the terms upon which the Company will offer Services ). All references in this Agreement to the Client under this Agreement. It will governRegistration Statement, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephoneProspectus, or by
1.8. Physical signature of the Agreement is not required but if you wish any amendments or supplements to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Servicesforegoing, you agree shall include any copy thereof filed with the provisions set out in our Asset Valuation PolicySEC pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).
Appears in 1 contract
Introduction. 1.1Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Growell Capital Ltd Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (hereinafter in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $1,500,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-3 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the “Company” or “us”) on "Transaction Documents". Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized Depositors have prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time (“the Law”), in accordance with CIF license number 314/13. It is registered in the Republic of Cyprus Rule 415 under the Companies Law CapSecurities Act. 113, with The registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websitestatement, as over the telephoneamended, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed has been declared effective by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd GS Mortgage Securities Corp., a Delaware corporation (hereinafter called the “"Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"), as subsequently amended or replaced from time to time proposes to issue and sell Mortgage-Backed Certificates (“"Certificates") in various series (each a "Series") and, through Trusts named in the Law”applicable Terms Agreement (as herein defined) to issue and sell Mortgaged-Backed Notes ("Notes" and collectively with the Certificates, the "Securities"), with CIF license number 314/13and, within each Series, in various classes, in one or more offerings on terms determined at the time of sale. It is registered The Certificates of each series will be issued pursuant to a pooling and servicing agreement (each, a "Pooling and Servicing Agreement") among the Company, as depositor, one or more master servicers which may include the Company and a third-party trustee (the "Trustee"), and the Notes of each Series will be issued pursuant to an indenture (each, an "Indenture" to be entered into by the Trust Fund (as defined in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto Pooling and Servicing Agreement) and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”Indenture Trustee designated therein (each, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetheran "Indenture Trustee"). Upon issuance, the “Agreement”) sets out Certificates of each series will evidence undivided interests in the terms upon which the Company will offer Services to the Client under this Agreement. It will governTrust Fund established for such series containing mortgages or, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may contain interests issued by a lower tier trust which will contain mortgages, all as described in the Prospectus (as defined below). Upon issuance the Notes of each Series will evidence binding debt obligations of the Company secured by a pool of mortgages, all as described in the relevant Prospectus Supplement (as defined below). Terms used herein but not otherwise defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Terms used herein but not otherwise defined herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. Whenever the Company determines to make an offering of a Series of Securities (an "Offering") through you are accepted or an underwriting syndicate managed or co-managed by us as our Clientyou, it will offer to enter into an agreement ("Terms Agreement") providing for the sale of such Securities to, and the purchase and offering thereof by, you and we such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Securities or as a co-manager or as a member of an underwriting syndicate). The Terms Agreement relating to each Offering shall specify the principal amount of Securities to be issued and their terms not otherwise specified in the Pooling and Servicing Agreement or the Indenture, the price at which either the Certificates are to be purchased by each of the Underwriters from the Company or the Notes are to be purchased by each of the Underwriters from the Trust Fund and the initial public offering price or the method by which the price at which the Certificates or the Notes are to be sold will be determined. The Terms Agreement, which shall be bound substantially in the form of Exhibit A hereto for Certificates and substantially in the form of Exhibit B hereto for Notes, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each Offering governed by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteas supplemented by the applicable Terms Agreement, as over shall inure to the telephone, or by
1.8. Physical signature benefit of and be binding upon the Company and each of the Agreement is not required but if you wish to have it signed you may print it and sign two copies Underwriters participating in the Offering of the Agreement and sent them back to ussuch Securities. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree The Company hereby agrees with the provisions set out in our Asset Valuation Policy.Underwriters as follows:
Appears in 1 contract
Samples: Underwriting Agreement (Gs Mortgage Securities Corp)
Introduction. 1.1Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Growell Capital Ltd Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (hereinafter in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $2,250,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-4 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the “Company” or “us”) on "Transaction Documents". Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized Depositors have prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time (“the Law”), in accordance with CIF license number 314/13. It is registered in the Republic of Cyprus Rule 415 under the Companies Law CapSecurities Act. 113, with The registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websitestatement, as over the telephoneamended, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed has been declared effective by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes (together, the “Offered Notes”, the “Notes” or “usSeries 2020-1 Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and Xxxxx Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2020-1 Notes will be perfected under a separate account control agreement (the “Series 2020-1 Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2020-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, 000-000000-00 and Activities 333-227766-02), including a form of prospectus and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2013-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to offer certain Investment the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and Ancillary Services the Depositor will sell the Receivables to the Trust under a sale and Activities servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and Regulated Markets Law the Indenture Trustee. In order to perfect the security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of entry into the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-B)
Introduction. 1.1Fieldstone Mortgage Investment Corporation, a Maryland corporation (the “Depositor”), proposes to sell to Xxxxxx Brothers Inc., Bear Xxxxxxx & Co., Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. (each an “Underwriter” and collectively, the “Underwriters”) the class principal amount or class notional amount of the Fieldstone Mortgage Investment Trust, Series 2006-2 Mortgage-Backed Notes (the “Notes”), identified in the pricing supplement, a form of which is attached as Schedule I hereto (the “Pricing Supplement”). This The Notes will be issued pursuant to a Transfer and Servicing Agreement is entered (the “Transfer and Servicing Agreement”) and an indenture (the “Indenture”) by and among Fieldstone Mortgage Investment Trust, Series 2006-2, a Delaware statutory trust (the “Issuing Entity”), an indenture trustee (the “Indenture Trustee”), and a trust administrator (the “Trust Administrator”). The Issuing Entity has been created pursuant to a trust agreement (the “Trust Agreement”) by and between Growell Capital Ltd an owner trustee (hereinafter called the “Company” Owner Trustee”), the Depositor and Trust Administrator. The Notes will generally be payable out of the cash flows attributable to the property of the Issuing Entity, which will consist of one or more pools of mortgage loans (the “usMortgage Loans”) and certain related property to be conveyed to the Issuing Entity by the Depositor. The Mortgage Loans will be conveyed by the Depositor on the Delivery Date (as defined in Section 3 below) pursuant to one part or more mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), by and among Fieldstone Investment Corporation and any other party identified as a seller of the Mortgage Loans (each referred to herein as a “Seller”) and the client Depositor. On the Delivery Date, the Depositor will convey the Mortgage Loans to the Issuing Entity pursuant to the Transfer and Servicing Agreement, by and among the Issuing Entity, the Depositor, each Seller, a master servicer (the “Master Servicer”), the Trust Administrator, the Indenture Trustee, the Servicer and potentially, one or more subservicers, including JPMorgan Chase Bank, National Association (each, a “Subservicer”). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Underwriters. This Underwriting Agreement (this “Agreement”) includes the terms and conditions governing the offering and sale of Notes from the Depositor to the Underwriters. Upon the execution and delivery of this Agreement and the Pricing Supplement, the Underwriters agree to purchase Notes from the Depositor subject to the satisfaction of the conditions set forth herein. The Depositor and the Underwriters shall execute and deliver a Pricing Supplement detailing the Purchase Price and other terms of the Notes promptly upon such parties’ mutual agreement regarding such Purchase Price and terms. The Pricing Supplement shall include, among other things, the following information in connection with the offering of the Notes: (a) the aggregate amount of the Notes to be purchased by each Underwriter and the Purchase Price, net of underwriting discounts, for which each class of Notes shall be sold by the Depositor to the Underwriters, (b) the initial public offering price or the method by which the price at which such Notes are to be sold to the public, (c) the identification of significant parties to the transaction, (d) structural terms of the securities offering and (e) the listing of offering materials to be used in connection with the offering of the Notes. Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in the Transfer and Servicing Agreement. The terms and conditions of the Pricing Supplement are deemed to be incorporated by reference into this Agreement as if such terms and conditions were originally described in this Agreement. The Pricing Supplement may be a legal entity amended, modified or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time (“upon the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision mutual agreement of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteparties thereto.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Fieldstone Mortgage Investment Trust, Series 2006-2)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”) and the client Class A-4 Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass A-4 Notes” or and, together with the Class A-2 Notes and the Class A-3 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2011, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2011-B Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of October 1, 2011 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of October 1, 2011 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2011 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B, Class C and between Growell Capital Ltd Class D Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 2023-B Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2023-B Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-B Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 2017-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2017-B Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2017-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 2017-A Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2017-A Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Two LLC)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A-1 Notes, Class A-2 Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-3 Notes” or the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and Xxxxx Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-3 Notes will be perfected under a separate account control agreement (the “Series 2019-3 Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-3 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, 000-000000-00 and Activities 333-227766-02), including a form of prospectus and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4 and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, the “Notes”). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 2019-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2019-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2019-B Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”) sets out the terms upon which the Company will offer Services ). If, subsequent to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositor and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide state a material fact necessary in order to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmake the statements therein, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision light of the Services circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to you. Moreover, it will be deemed that you have read terminate their initial Contracts of Sale and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering enter into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.new
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-A)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2012-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-5)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-A)
Introduction. 1.1PP&L Transition Bond Company LLC (the "ISSUER") proposes to sell to the underwriters named in Schedule II hereto (the "UNDERWRITERS"), for whom you (the "REPRESENTATIVE") are acting as representative, the principal amount of the PP&L Transition Bond Company LLC Transition Bonds, Series 0000-0 (xxx "XXXXX"), identified in Schedule I hereto. This If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representative", as used herein, shall each be deemed to refer to such firm or firms. The Bonds will be issued pursuant to a base indenture dated on or about August 10, 1999, as supplemented by the Series 1999-1 Supplemental Indenture thereto (as so supplemented, the "INDENTURE"), between the Issuer and The Bank of New York, as bond trustee (the "TRUSTEE"). The Bonds will be secured primarily by Transferred Intangible Transition Property sold to the Issuer by CEP Securities Co. LLC, a Delaware limited liability company (the "SELLER"). The sole member and owner of the entire equity interest in the Seller is CEP Reserves, Inc., a Delaware corporation ("RESERVES"). All the issued and outstanding capital stock of Reserves is owned by CEP Group, Inc., a Pennsylvania corporation ("GROUP"). All the issued and outstanding capital stock of Group is owned by PP&L, Inc., an operating electric utility incorporated under the laws of the Commonwealth of Pennsylvania (the "COMPANY"). The Seller acquired the Intangible Transition Property pursuant to an Intangible Transition Property Contribution Agreement is entered by and between Growell Capital Ltd (hereinafter called among the “Company” or “us”) on the one part , Group, Reserves and the client Seller dated May 13, 1999 (which may be a legal entity or a natural person) who has completed the Account Opening Application Form as amended and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time (“time, the Law”"CONTRIBUTION AGREEMENT"), with CIF license number 314/13. It is registered in The Seller's sale of Transferred Intangible Transition Property to the Republic of Cyprus under Issuer will occur pursuant to a Sale Agreement between the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto Seller and the following documents Issuer, dated on or about August 10, 1999 (the "SALE AGREEMENT"). The Transferred Intangible Transition Property will be serviced pursuant to a Servicing Agreement, dated on or about August 10, 1999, between the Company, as servicer, and the Issuer, as owner of the Transferred Intangible Transition Property (as amended and supplemented from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethertime, the “Agreement”) sets out "SERVICING AGREEMENT"). Capitalized terms used and not otherwise defined in this Underwriting Agreement shall have the terms upon which the Company will offer Services meanings given to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that them in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our WebsiteIndenture.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Pp&l Transition Bond Co Inc)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Breitburn Energy Partners LP (hereinafter called the “Company” or “usDebtor”) on and certain of its subsidiaries (collectively, the one part “Debtors”)1 are pursuing a proposed financial restructuring of their existing debt and other obligations to be effectuated pursuant to a plan of reorganization (the “Plan”) and related disclosure statement (the “Disclosure Statement”) in connection with a chapter 11 bankruptcy case, in accordance with the terms and conditions set forth in the Amended and Restated Backstop Commitment Agreement, dated as of October 11, 2017, and the client First Amendment to the Backstop Commitment Agreement, dated as of November [••], 2017 (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Backstop Commitment Agreement”) sets out ), by and among the Debtors and other parties thereto. Capitalized terms upon which used but not otherwise defined herein shall have the Company will offer Services to meanings set forth for such terms in the Client under this Plan or the Backstop Commitment Agreement. It will governOn [•], 2017, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) entered an order (the “Rights Offering Approval”) that approved, among other things, the form and manner of the rights offering. In connection with the Plan, and obligations in accordance with these procedures (the “Rights Offering Procedures”), the Debtor shall be required to implement the rights offering on behalf of both Parties and also include important information which we are required New Permian Corp. (as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that defined in the event that you are accepted by us as our ClientPlan), you and we shall be bound by these terms and conditions which will govern the provision will, for aggregate proceeds of $775,000,000, (x) distribute to each of the Services Commitment Parties (as defined in the Backstop Commitment Agreement) Minimum Allocation Rights (as defined in the Backstop Commitment Agreement) enabling those parties to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into acquire an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use aggregate of 40% of the Websitecommon stock of New Permian Corp. (subject to dilution) for aggregate proceeds of $310,000,000; and (y) distribute subscription rights to holders of Allowed Unsecured Notes Claims (as defined in the Plan) who are Eligible Offerees (defined below) enabling those parties to purchase an aggregate of 60% (subject to dilution) of the common stock of New Permian Corp. for aggregate proceeds of $465,000,000 (the “Rights Offering”). An “Eligible Offeree” and “Privacy Policy” on our Website.
1.7. If you are is a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreementholder of an Allowed Unsecured Notes Claim, but instead our communication is done through a websitethat is, as over of the telephoneRights Offering Record Date (as defined below), either (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (as defined below) (an “AIAccredited Investor”) or an entity in which all of the equity investors are AIsAccredited Investors, or by
1.8. Physical signature (b) a non-U.S. Person, as defined in Regulation S of the Agreement is not required but if you wish to have it signed you may print it Securities Act of 1933, as amended (the “Securities Act”). ____________________ 1 The entities included in the definition of “Debtors” are as follows: Breitburn Energy Partners LP; Breitburn GP LLC; Breitburn Operating LP; Breitburn Operating GP LLC; Breitburn Management Company LLC; Breitburn Finance Corporation; Alamitos Company; Beaver Creek Pipeline, L.L.C.; Breitburn Florida LLC; Breitburn Oklahoma LLC; Breitburn Xxxxxxxx LLC; Breitburn Transpetco GP LLC; Breitburn Transpetco LP LLC; GTG Pipeline LLC; Mercury Michigan Company, LLC; Phoenix Production Company; QR Energy, LP; QRE GP, LLC; QRE Operating, LLC; Terra Energy Company LLC; Terra Pipeline Company LLC; and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the ServicesTranspetco Pipeline Company, you agree with the provisions set out in our Asset Valuation Policy.L.P.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Breitburn Energy Partners LP)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd NYMT Securities Corporation, a Delaware corporation (hereinafter called the “CompanyDepositor”) proposes to form one or more real estate mortgage investment conduits (each, a “Trust”), which will issue, from time to time, securities entitled New York Mortgage Trust, Series 2005-[ ], Mortgage-Backed Notes (the “Notes”) in one or more series (each, a “Series”). Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), dated as of [ ], 2005 set forth in the applicable Terms Agreement (as hereinafter defined), between the Depositor, as purchaser, and New York Mortgage Funding, LLC, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture to be dated as set forth in the applicable Terms Agreement (the “Indenture” and, together with this Agreement, the related Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement, the “Agreements”), among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the related Terms Agreement. The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “usSubclass”, respectively) on within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the one part interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the client (which may be a legal entity Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or a natural person) who has completed Subclasses, the Account Opening Application Form method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and has been accepted any other variable terms contemplated by the Company Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as a client debt to the extent they are issued to parties unrelated to the equity owner of the Trust. Each offering of Notes will be made through [ ], (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawRepresentative”), with CIF license number 314/13. It is registered for itself and for the other underwriters, if any, listed in the Republic related Terms Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Cyprus under Notes, it will enter into an agreement (the Companies Law Cap. 113“Terms Agreement”) providing for the sale of such Notes to, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as amended from time having authorized the Representative to time titled “Summary of Conflicts of Interest Policy”enter into such Terms Agreement on their behalf (in each case, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementUnderwriters”) sets out ). Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms upon which not otherwise specified in the Company will offer Services Agreements, the Classes or Subclasses of Notes subject to the Client under this Agreement. It will govern, the rights price at which such Notes are to be purchased by the Representative and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision each of the Services Underwriters from the Depositor, the aggregate amount of Notes to you. Moreover, it will be deemed that you have read purchased by the Representative and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement each Underwriter and any other letters Underwriter that is a party to such Terms Agreement and the initial public offering price or notices sent the method by us carefully which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Representative and make sure that you understand and agree with them before entering into an agreement with us.
1.6the Depositor. You are also advised to read our “Terms and Conditions for the use Each offering of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude Notes will be governed by this Agreement, but instead our communication is done through as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to a websiteTerms Agreement, Delivery Date, the related Agreements and Underwriters shall refer to the Terms Agreement, Delivery Date, the related Agreements and Underwriter or Underwriters, as over the telephonecase may be, or by
1.8. Physical signature relating to the related Series of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellNotes.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Piedmont Natural Gas Company, Inc., a North Carolina corporation (hereinafter called the “CompanyIssuer”), confirms its agreement with each of you (individually, an “Agent” or and collectively, the “usAgents”) on with respect to the one part issue and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced sale from time to time by the Issuer of up to $[ ] aggregate principal amount of its Medium-Term Notes, Series [ ], Due Not Less Than Nine Months from Date of Issue registered under the registration statements referred to in Section 2(a) (any such Medium-Term Notes, being hereinafter referred to as the “Securities”, which expression shall, if the Lawcontext so admits, include any permanent global Security). Securities may be sold pursuant to Section 3 of this Agreement or as contemplated by Section 11 of this Agreement in an aggregate amount not to exceed the amount of Registered Securities (as defined in Section 2(a) hereof) registered pursuant to such registration statements reduced by the aggregate amount of any other Registered Securities sold otherwise than pursuant to Sections 3 and 11 of this Agreement. The Securities will be issued under the Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company, Inc., a New York corporation (the “Predecessor Company”), with CIF license number 314/13and Citibank, N.A., as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of February 25, 1994, among the Issuer, the Predecessor Company and the Trustee, and the Second Supplemental Indenture, dated as of June 15, 2003, between the Issuer and the Trustee (collectively, the “Indenture”). It is registered The Securities shall have the terms described in the Republic Prospectus referred to in Section 2(a) as it may be amended or supplemented from time to time, including any supplement to the Prospectus that sets forth only the terms of Cyprus under a particular issue of the Companies Law CapSecurities (a “Pricing Supplement”). 113Securities will be issued, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended terms thereof established, from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, by the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Issuer in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree accordance with the provisions set out Indenture and the Procedures (as defined in our Asset Valuation PolicySection 3(d) hereof).
Appears in 1 contract
Introduction. 1.1[Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors”]) propose[s] to sell the notes (the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”) through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement (the “Underwriters”). The Notes will be issued by Ford Credit Floorplan Master Owner Trust , a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the “Owner Trustee”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20 (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20 ([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20 among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20 (the “Base Indenture”), between the Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series supplement to the Base Indenture, to be dated as of , 20 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” This Agreement is entered by Underwriting Agreement, the indemnification agreement dated , 20 (the “Indemnification Agreement”), among Ford Credit and between Growell Capital Ltd (hereinafter the Representatives and the Basic Documents are collectively called the “Company” or “usTransaction Documents”) on . Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized [Depositor has]/[Depositors have] prepared and regulated by filed with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawAct a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Base Prospectus”, and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor[s] had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor[s] and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor[s] that investors of the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd GS Mortgage Securities Corp., a Delaware corporation (hereinafter called the “"Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"), as subsequently amended or replaced from time to time proposes to issue and sell Mortgage-Backed Certificates (“"Certificates") in various series (each a "Series") and, through Trusts named in the Law”applicable Terms Agreement (as herein defined) to issue and sell Mortgaged-Backed Notes ("Notes" and collectively with the Certificates, the "Securities"), with CIF license number 314/13and, within each Series, in various classes, in one or more offerings on terms determined at the time of sale. It is registered The Certificates of each series will be issued pursuant to a pooling and servicing agreement (each, a "Pooling and Servicing Agreement") among the Company, as depositor, one or more master servicers which may include the Company and a third-party trustee (the "Trustee"), and the Notes of each Series will be issued pursuant to an indenture (each, an "Indenture" to be entered into by the Trust Fund (as defined in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto Pooling and Servicing Agreement) and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”Indenture Trustee designated therein (each, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetheran "Indenture Trustee"). Upon issuance, the “Agreement”) sets out Certificates of each series will evidence undivided interests in the terms upon which the Company will offer Services to the Client under this Agreement. It will governTrust Fund established for such series containing mortgages or, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may contain interests issued by a lower tier trust which will contain mortgages, all as described in the Prospectus (as defined below) Upon issuance the Notes of each Series will evidence binding debt obligations of the Company secured by a pool of mortgages, all as described in the relevant Prospectus Supplement (as defined below). Terms used herein but not otherwise defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Terms used herein but not otherwise defined herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. Whenever the Company determines to make an offering of a Series of Securities (an "Offering") through you are accepted or an underwriting syndicate managed or co-managed by us as our Clientyou, it will offer to enter into an agreement ("Terms Agreement") providing for the sale of such Securities to, and the purchase and offering thereof by, you and we such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Securities or as a co-manager or as a member of an underwriting syndicate). The Terms Agreement relating to each Offering shall specify the principal amount of Securities to be issued and their terms not otherwise specified in the Pooling and Servicing Agreement or the Indenture, the price at which either the Certificates are to be purchased by each of the Underwriters from the Company or the Notes are to be purchased by each of the Underwriters from the Trust Fund and the initial public offering price or the method by which the price at which the Certificates or the Notes are to be sold will be determined. The Terms Agreement, which shall be bound substantially in the form of Exhibit A hereto for Certificates and substantially in the form of Exhibit B hereto for Notes, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each Offering governed by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteas supplemented by the applicable Terms Agreement, as over shall inure to the telephone, or by
1.8. Physical signature benefit of and be binding upon the Company and each of the Agreement is not required but if you wish to have it signed you may print it and sign two copies Underwriters participating in the Offering of the Agreement and sent them back to ussuch Securities. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree The Company hereby agrees with the provisions set out in our Asset Valuation Policy.Underwriters as follows:
Appears in 1 contract
Samples: Underwriting Agreement (Gs Mortgage Securities Corp)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by has filed with the Cyprus Securities and Exchange Commission (the “CySECSEC”) a registration statement on Form S-3 (File No. 333-202354), as a Cyprus Investment Firm (CIF) amended on or prior to offer certain Investment the date hereof, relating to the Notes and Ancillary Services and Activities the offering thereof, from time to time, in accordance with Rule 415 under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended (together with the rules and regulations thereunder, the “1933 Act”). Such registration statement, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the 1933 Act or replaced pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), at each time of effectiveness, including all documents incorporated therein by reference, as from time to time amended or supplemented, is referred to herein as the “Registration Statement.” The term “Base Prospectus” shall refer to a prospectus for the offering of the Notes filed as part of the Registration Statement, together with any amendment or supplement thereto, but not including any Pricing Supplement (“the Law”as defined below), with CIF license number 314/13. It any preliminary pricing supplement or any free writing prospectus (as such term is registered used in the Republic of Cyprus Rule 405 under the Companies Law CapSecurities Act). 113The term “Prospectus” shall refer to the Base Prospectus, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Notes and the following documents offering thereof and that is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges (together with the rules and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherregulations thereunder, the “AgreementTrust Indenture Act”) sets out the terms upon which the Company will offer Services ). All references in this Agreement to the Client under this Agreement. It will governRegistration Statement, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephoneProspectus, or by
1.8. Physical signature of the Agreement is not required but if you wish any amendments or supplements to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Servicesforegoing, you agree shall include any copy thereof filed with the provisions set out in our Asset Valuation PolicySEC pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass D Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2013, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2013-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of March 1, 2013 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of March 1, 2013 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and Regulated Markets Law the Trust. The security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the client Class B Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass B Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of July 1, 2014, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer certain Investment the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and Ancillary Services an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and Activities will be secured by (i) the 2014-B Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of July 1, 2014 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of July 1, 2014 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of July 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd JPMorgan Chase & Co., a Delaware corporation (hereinafter called the “Company”), confirms its agreement with each of you (individually an “Agent” or and collectively the “usAgents”) on with respect to the one part issue and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced sale from time to time by the Company of its JPMorgan Chase Senior Notes, Series G and JPMorgan Chase Subordinated Notes, Series B registered under the registration statements referred to in Section 2 (together, the “JPMorgan Chase Notes” or the Law“Securities”), with CIF license number 314/13. It is registered The Securities will be issued (a) in the Republic case of Cyprus the JPMorgan Chase Senior Notes, under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix an Indenture dated as of December 1, any Appendix added thereto and the following documents 1989, as amended from time to time titled “Summary (as so amended and as it has been amended by the Trust Indenture Reform Act of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together1990, the “AgreementSenior Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Senior Trustee”) sets out and (b) in the case of the JPMorgan Chase Subordinated Notes, under the Amended and Restated Indenture dated as of December 15, 1992, as amended from time to time (as so amended and as it has been amended by the Trust Indenture Reform Act of 1990, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”), between the Company and U.S. Bank Trust National Association, as successor trustee (the “Subordinated Trustee” and, together with the Senior Trustee, the “Trustees”). The Securities shall have the maturities, interest rates, redemption provisions and other terms set forth in the Prospectus referred to in Section 2(a) as such Prospectus may be supplemented from time to time. The Securities will be issued and the terms upon which thereof established from time to time by the Company will offer Services in accordance with the Indentures and the applicable Procedures (as defined in Section 3(g)). The Prospectus and each Pricing Supplement (as defined below) relating to the Client under this Agreement. It will govern, Securities being sold that is prepared by the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm Company at or prior to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision each time when sales of the Services Securities are first made (each a “Time of Sale”) are referred to you. Moreover, it will be deemed that you have read and understood as the information on our Website“Time of Sale Information”.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is entered by attached as Annex A and between Growell Capital Ltd incorporated into and made part of this agreement (hereinafter called this agreement including the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Notes registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Public Note Underwriters"). The Notes exempt from registration pursuant to Section 3(a)(3) of the Securities Act of 1933, as amended (the "Act"), as set forth in the Terms Annex, will be sold to the applicable underwriters listed in the Terms Annex (the "Exempt Note Underwriters" and together with the Public Note Underwriters, the "Underwriters"). The Notes will be issued by a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. The Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to offer certain Investment hedge its interest rate risk. Ford Credit and Ancillary Services the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services Act and Activities the rules and Regulated Markets Law regulations of 2017 L.87(I)/2017the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as subsequently amended or replaced of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act (the "Exempt Notes," and together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), with CIF license number 314/13. It is registered in preliminary offering memorandum relating to the Republic of Cyprus under Exempt Notes (the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together"Preliminary Offering Memorandum"), the “Agreement”) sets out Prospectus or the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. The Depositor has posted certain static pool information (the "Static Pool Information") relating to prior securitized pools to the website listed in the Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the time that you have read the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and understood the information on our Website.
1.5(including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). For this reasonIf, you are advised subsequent to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use date of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a websitematerial fact necessary in order to make the statements therein, as over in the telephone, or by
1.8. Physical signature light of the Agreement is circumstances under which they were made, not required but if you wish to misleading and the Representatives advise the Depositor that they have it signed you may print it and sign two copies reformed the purchase contracts with investors of the Agreement Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and sent them back the Terms Annex will be deemed to us. We shall keep one copy for our records and send you back be amended to include such Corrective Information in the other one signed by us as wellTime of Sale Information.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A-1 Notes, Class A-2 Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2017-2 Notes” or the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and Xxxxx Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-2 Notes will be perfected under a separate account control agreement (the “Series 2017-2 Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2017-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, 000-000000-00 and Activities 333-206773-02), including a form of prospectus and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe " Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex ") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this "Agreement is entered into without meeting face to face.
1.2"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives ") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters "). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables ") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to offer certain Investment hedge its interest rate risk. Ford Credit and Ancillary Services the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus ." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes, the Class A-3 Notes and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter Class A-4 Notes, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of April 1, 2015, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the Class A-1 Notes and the Class B, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer certain Investment the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and Ancillary Services an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and Activities will be secured by (i) the 2015-A Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. The Class B and Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of April 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of April 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of April 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-A)
Introduction. 1.1Asset Securitization Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $133,312,786 principal amount of Commercial Mortgage Pass-Through Certificates of the classes stated above (collectively, the "Certificates") to Nomura Securities International, Inc. (the "Underwriter"), subject to the terms and conditions set forth herein. This The Certificates have been issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") among the Company, as depositor, AMRESCO Management, Inc., as servicer (the "Servicer"), and special servicer (the "Special Servicer"), LaSalle National Bank, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). The Certificates evidence beneficial ownership interests in the Trust Fund (as defined in the Pooling and Servicing Agreement) consisting of a pool (the "Mortgage Pool") of 121 mortgage loans (the "Mortgage Loans"), all as described in the Prospectus (as defined below). The Mortgage Loans have been acquired by the Company from Nomura Asset Capital Corporation (the "Mortgage Loan Seller") pursuant to a Mortgage Loan Contribution, Purchase and Sale Agreement is entered (the "Purchase Agreement"), by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part Company and the client (which may be a legal entity or a natural person) who has completed Mortgage Loan Seller. This is to confirm the Account Opening Application Form and has been accepted arrangements with respect to the purchase of the Certificates by the Company Underwriter. Terms not defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Elections will be made to treat designated portions of the Trust Fund, exclusive of the Reserve Accounts, Lock Box Accounts, Cash Collateral Accounts, the Excess Interest and the Default Interest (each as defined in the Prospectus) (such portions of the Trust Fund, the "Trust REMICs"), and the Trust REMICs will qualify, as two separate "real estate mortgage investment conduits" (each, a "REMIC" or, alternatively, the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within the meaning of Code Section 860D. The Reserve Accounts, the Lock Box Accounts and the Cash Collateral Accounts will be treated as beneficially owned by the respective borrowers for federal income tax purposes. The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of the Excess Interest and the Default Interest), proceeds therefrom, the Collection Account, the Distribution Account and any REO Property, and will issue (i) certain uncertificated classes of regular interests (the "Lower-Tier Regular Interests") to the Upper-Tier REMIC and (ii) the Class LR Certificates, which will represent the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests in the Upper-Tier REMIC Distribution Account in which distributions thereon will be deposited, and will issue (i) the classes of regular interests represented by the Regular Certificates and (ii) the Class R Certificates, which will represent the sole class of residual interests in the Upper-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro rata undivided beneficial interests in the portion of the Trust Fund consisting of Default Interest and Excess Interest in respect of the Mortgage Loans, respectively, and such portions will be treated as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2grantor trust for federal income tax purposes. The Company is authorized has prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm registration statement on Form S-11 (CIFRegistration No. 333-21315) to offer certain Investment and Ancillary Services and Activities covering the registration of the Certificates, under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced from time to time (“the Law”"Act"), with CIF license number 314/13. It is registered in including the Republic related preliminary prospectus, or prospectuses, and either (A) has prepared and filed an amendment to such registration statement, including a final prospectus, (B) if the Company has elected to rely upon Rule 430A ("Rule 430A") of Cyprus the rules and regulations of the Commission under the Companies Law Cap. 1131933 Act (the "Rules and Regulations"), will prepare and file a prospectus, in accordance with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00the provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the Rules and Regulations, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto promptly after execution and the following documents as amended from time to time titled “Summary delivery of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will governThe information, if any, included in such prospectus that was omitted from the rights and obligations prospectus included in such registration statement at the time it became effective but that is deemed, pursuant to paragraph (b) of both Parties and also include important information which we are required Rule 430A, to be part of such registration statement at the time it became effective is referred to herein as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4the "Rule 430A Information". By applying for our ServicesEach prospectus used before the time such registration statement became effective, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully prospectus that omits the Rule 430A Information that is used after such effectiveness and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised prior to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Samples: Underwriting Agreement (Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 2021-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2021-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2021-B Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents Sale Information” (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges or supplemented and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (including all togetherdocuments incorporated by reference in the preliminary prospectus, the “AgreementPreliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Tellurian Inc., a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017), as subsequently amended or replaced agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through X. Xxxxx Securities, Inc. (the “the LawAgent”), with CIF license number 314/13. It is registered in as sales agent and/or principal, the Republic Company’s 8.25% Senior Notes due 2028 (the “Notes”) to be issued under an indenture dated as of Cyprus under November 10, 2021 (the Companies Law Cap. 113“Base Indenture”), with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00as supplemented by the First Supplemental Indenture dated as of November 10, Xxxxxxxxxx Xxxxx Xxxxx A2021 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of November 10, Office 142021 (the “Second Supplemental Indenture” and, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Base Indenture and the following documents First Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as amended trustee (the “Trustee”), from time to time titled during the term of this Agreement (the “Summary Placement Notes”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Conflicts Placement Notes that (a) exceeds the number or dollar amount of Interest PolicyNotes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number or dollar amount of Notes registered on the Prospectus Supplement (the lesser of (a) or (b) the “Maximum Amount”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“AgreementDTC”) sets out pursuant to a blanket letter of representations to be dated on or prior to the terms upon which date hereof between the Company will offer Services to the Client under this Agreementand DTC. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it The Indenture will be deemed that you have read and understood qualified under the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use Trust Indenture Act of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website1939, as over amended (the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Trust Indenture Act”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00subsequent to the initial Time of Sale, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-E)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes and the Class A-2 Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes, the Class B Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd FuelCell Energy, Inc., a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto proposes to issue and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services sell to the Client under this Agreement. It will governseveral Underwriters set forth in Schedule C hereto), the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally pursuant to the terms and conditions of all this Underwriting Agreement (this “Agreement”), an aggregate of $38,000,000 principal amount of the above mentioned documents which form Company’s 8.0% Convertible Senior Unsecured Notes (the Agreement “Notes”). The Notes will be issued pursuant to an Indenture dated as of the Closing Date (the “Indenture”) between the Company and it means that U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the supplemental indenture to be dated the Closing Date, in the event form of Exhibit A attached hereto. Securities issued via Deposit/Withdrawal At Custodian will be issued to Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations (the “DTC Agreement”), between the Company and DTC. The Notes (as hereinafter defined) are convertible into shares (the “Underlying Common Stock”) of the common stock, $0.0001 par value per share (the “Common Stock”), of the Company, in accordance with the terms of the Notes and the Indenture, at the initial conversion rate specified in the final term sheet, under the circumstances and subject to adjustment as set forth in the Indenture. The Notes and the Underlying Common Stock are collectively referred to herein as the “Securities.” The Company hereby confirms that you are accepted by us Lazard Capital Markets LLC (“LCM”) and Xxxxxx, Xxxxxxxx & Company, Incorporated (“SNC”, and together with LCM, the “Underwriters”) acted as our Client, you and we shall be bound by these the Underwriters in accordance with the terms and conditions which will govern hereof. LCM is acting as the provision representative of the Services Underwriters and in such capacity is hereinafter referred to you. Moreover, it will be deemed that you have read as the “Representative.” The offering and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use sale of the Website” and Notes is hereinafter referred to as the “Privacy Policy” on our WebsiteOffering.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.”
Appears in 1 contract
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class X-0x, Xxxxx X-0, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free-writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”) and the client Class A-4 Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass A-4 Notes” or and, together with the Class A-2 Notes and the Class A-3 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of February 1, 2012, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will be sold pursuant to a note purchase agreement (the “Class B Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2012-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of February 1, 2012 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of February 1, 2012 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of February 1, 2012 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-A)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2014-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-0x, Xxxxx X-0, Class A-4, Class B, Class C and between Growell Capital Ltd Class D Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2022-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 2022-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2022-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2022-A Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free-writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2022-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Fieldstone Mortgage Investment Corporation, a Delaware corporation (hereinafter called the “CompanyDepositor”) proposes to form one or more real estate mortgage investment conduits (each, a “Trust”), which will issue, from time to time, securities entitled Fieldstone Mortgage Investment Trust, Series 2005-[ ], Mortgage-Backed Notes (the “Notes”) in one or more series (each, a “Series”). Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), dated as of [ ], 2005 set forth in the applicable Terms Agreement (as hereinafter defined), between the Depositor, as purchaser, and Fieldstone Investment Corporation, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture to be dated as set forth in the applicable Terms Agreement (the “Indenture” and, together with this Agreement, the related Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement, the “Agreements”), among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Sub-servicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the related Terms Agreement. The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “usSubclass”, respectively) on within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the one part interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the client (which may be a legal entity Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or a natural person) who has completed Subclasses, the Account Opening Application Form method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and has been accepted any other variable terms contemplated by the Company Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as a client debt to the extent they are issued to parties unrelated to the equity owner of the Trust. Each offering of Notes will be made through [ ], (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawRepresentative”), with CIF license number 314/13. It is registered for itself and for the other underwriters, if any, listed in the Republic related Terms Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Cyprus under Notes, it will enter into an agreement (the Companies Law Cap. 113“Terms Agreement”) providing for the sale of such Notes to, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as amended from time having authorized the Representative to time titled “Summary of Conflicts of Interest Policy”enter into such Terms Agreement on their behalf (in each case, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementUnderwriters”) sets out ). Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms upon which not otherwise specified in the Company will offer Services Agreements, the Classes or Subclasses of Notes subject to the Client under this Agreement. It will govern, the rights price at which such Notes are to be purchased by the Representative and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision each of the Services Underwriters from the Depositor, the aggregate amount of Notes to you. Moreover, it will be deemed that you have read purchased by the Representative and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement each Underwriter and any other letters Underwriter that is a party to such Terms Agreement and the initial public offering price or notices sent the method by us carefully which the price at which such Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Representative and make sure that you understand and agree with them before entering into an agreement with us.
1.6the Depositor. You are also advised to read our “Terms and Conditions for the use Each offering of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude Notes will be governed by this Agreement, but instead our communication is done through as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to a websiteTerms Agreement, Delivery Date, the related Agreements and Underwriters shall refer to the Terms Agreement, Delivery Date, the related Agreements and Underwriter or Underwriters, as over the telephonecase may be, or by
1.8. Physical signature relating to the related Series of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellNotes.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to offer be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class D Notes (the "Class D Notes" and, collectively with the Offered Notes, the "Notes"). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 2023-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2023-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-A Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Cxxxxxx Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00investors in the Offered Notes, Xxxxxxxxxx Xxxxx Xxxxx Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor prepared the Preliminary Prospectus and the following documents other information (including any "free writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will offer Services refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the "Time of Sale Information" will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights "Corrective Information") and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-A)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2011-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2011-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Xxxxxxxx X 00, Xxxxxxxxxx Xxxxx Xxxxx A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2)