Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Underwriting Agreement (Caterpillar Financial Asset Trust 2008-A), Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20082007-A (the "Issuing Entity") to issue $182,000,000 19,798,000 aggregate principal amount of Class A-1 3.005B 6.18% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "B Notes") and to sell the Class B Notes to the several underwriters named in Schedule I hereto M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriters"), for whom you are acting as representatives (the "RepresentativesUnderwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April September 1, 2008 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $33,387,349 150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates"), ) each such Certificate certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April September 1, 2008 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29September 27, 2008 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Underwriting Agreement (Caterpillar Financial Funding Corp), Underwriting Agreement (Caterpillar Financial Asset Trust 2007-A)
Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, National Association, a Nevada corporation national banking association (the "DepositorBank"), proposes to cause Caterpillar Financial Asset form Chase Manhattan Auto Owner Trust 2008-A 200_-_ (the "Issuing EntityTrust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $182,000,000 _____________ aggregate principal amount of Class A-1 3.005____% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 _____________ aggregate principal amount of Class A-2a 4.09A-2 ____% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 _____________ aggregate principal amount of Class A-3 4.94____% Asset Backed Notes (the "Class A-3 Notes,") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1__________ __, 2008 200_ (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National Association_________________, a national banking association _____________, as indenture trustee (the "Indenture Trustee"). Simultaneously with , which will be sold pursuant to an underwriting agreement dated the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates date hereof (the "CertificatesNote Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing EntityCertificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April 1____________ __, 2008 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing Entity, the Depositor Trust and the Servicer orBank, if not defined therein, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of April 29, 2008 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom _______________ is acting as owner trustee under the Trust Agreement representative (the "Owner TrusteeRepresentative").
Appears in 2 contracts
Sources: Certificate Underwriting Agreement (Chase Manhattan Bank Usa), Certificate Underwriting Agreement (Chase Manhattan Bank Usa)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082019-A B (the "Issuing Entity") to issue $182,000,000 aggregate 200,000,000 principal amount of Class A-1 3.0050.00% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate 530,000,000 principal amount of Class A-2a 4.09A-2 2.01% Asset Backed Notes (the "Class A-2a A‑2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 440,000,000 principal amount of Class A-3 4.942.00% Asset Backed Notes (the "Class A-3 Notes,") and $109,960,000 principal amount of Class A-4 2.05% Asset Backed Notes (the "Class A-4 Notes" and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell a portion of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Underwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the an Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), dated as of November 1, 2019, between the Issuing Entity and U.S. Bank National Association, a national banking association as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2019-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Underwritten Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement"), dated November 1, 2019, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the "Titling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Titling Trust Agreement"), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the "Titling Trustee"). On November 20, 2019 (the "2019-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the "Lender") and as servicer (in such capacity, the "Servicer"), U.S. Bank Trust National Association, as administrative agent (the "Administrative Agent") and Daimler Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2019-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of November 1, 2019, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2019-B Exchange Note (the "2019-B Exchange Note") to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2019-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2019-B Reference Pool as of the close of business on September 30, 2019 (the "2019-B Cutoff Date"). The Lender will sell the 2019-B Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the "First-Tier Sale Agreement"), dated as of November 1, 2019, between the Lender and the Depositor, and the Depositor will sell the 2019-B Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Second-Tier Sale Agreement"), dated as of November 1, 2019, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2019-B Reference Pool pursuant to a 2019-B Servicing Supplement (as amended and supplemented from time to time, the "2019-B Servicing Supplement"), dated as of November 1, 2019, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of November 1, 2019 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2019-B), Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2019-B)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20082007-A (the "Issuing Entity") to issue $182,000,000 150,000,000 aggregate principal amount of Class A-1 3.0055.67225% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 75,000,000 aggregate principal amount of Class A-2a 4.095.40% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “"Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”) and ), $199,671,000 134,050,000 aggregate principal amount of Class A-3 4.94A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b A-2 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April September 1, 2008 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Issuing Entity will issue $33,387,349 19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes" and together with the Class A Notes, the “Notes”) and Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April September 1, 2008 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29September 27, 2008 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Underwriting Agreement (Caterpillar Financial Asset Trust 2007-A), Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Leasing LLC, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Delaware limited liability company (the “Class A-2b NotesDepositor”) ), and $199,671,000 aggregate principal amount World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you [and each of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several other underwriters named in Schedule I hereto hereto] (collectively, the "“Underwriters"), ”) [for whom you are acting as representatives (the "“Representatives"”)], that the Depositor will sell to the Underwriters $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 20[ ]-[ ] (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The assets Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, [and] Class A-4 Notes [and the Class B Notes] are collectively referred to herein as the [“Offered Notes”]. [The Offered Notes are to be issued together with $[—] aggregate principal amount of the Issuing Entity will include[—]% Asset Backed Notes, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class B (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")“Class B Notes” and, including rights to receive certain payments together with respect to such ReceivablesOffered Notes, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof“Notes”. The Receivables Class B Notes will initially be transferred to the Issuing Entity retained by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC").] [“Notes”]. The Notes will be issued pursuant to the an Indenture to be dated as of April 1, 2008 (as amended and amended, restated, modified or supplemented from time to time, the "“Indenture"”), to be dated as of the Closing Date, between the Issuing Entity Trust and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a trust agreement, to be dated as of the Closing Date, between the Depositor and [ ], as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain [Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009,] as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the “Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association, a national banking association Association (the "Indenture Trustee"“Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 20[ ]-[ ] Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among ▇▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ALF from the Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by ALF to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of new automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after [ ], 20[ ] (the “Cutoff Date”). Simultaneously with ALF will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance and sale of the Notes Exchange Note pursuant to an Exchange Note Servicing Supplement 20[ ]-[ ] to Closed-End Servicing Agreement, to be dated as contemplated hereinof the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"“Exchange Note Servicing Supplement”), each such Certificate representing a fractional undivided interest in which supplements that certain [Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009,] among World Omni, as closed-end servicer, WOLT, as titling trust, and the Issuing EntityClosed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the Exchange Note Servicing Supplement, the “Servicing Agreement”). Capitalized terms used and herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 Indenture or (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, ii) if not defined therein, in Appendix A to the Indenture or Collateral Agency Agreement. As used herein, the term “Basic Documents” refers to the Indenture, the Collateral Agency Agreement, the Closed-End Administration Agreement, the Titling Trust Agreement Agreement, the Intercreditor Agreement, the Master Exchange Agreement, the Exchange Note Supplement, the Exchange Note Sale Agreement, the Exchange Note Transfer Agreement, the Security Agreement, the Servicing Agreement, [the ISDA Master Agreement, dated as of the Closing Date between [the Swap Counterparty] and the Trust, the Schedule and Credit Support Annex thereto, dated as of the Closing Date and, the Confirmations thereto, each dated as of the Closing Date,] the Administration Agreement, to be dated as of April 29the Closing Date, 2008 (by and among the Trust, World Omni, as amended administrator, and supplemented from time the Indenture Trustee and the Issuer Letter of Representations, to time, be dated as of the "Trust Agreement")Closing Date, between the Depositor Trust and BNYM The Depository Trust Company. At or prior to the time when sales (Delawareincluding any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be [ ] [a.m.] on [ ], 20[ ], (the “Time of Sale”), the Depositor had prepared the following information (together, as a Delaware banking corporationwhole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated [ ], 20[ ], and an affiliate the base prospectus dated [ ], 20[ ] (together, along with any information referred to under the caption “Static Pool Information” therein, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of The Bank the Securities Act of New York, a New York banking corporation1933, as owner trustee amended (the “Act”)) listed on Schedule II hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the meaning of Rule 159 under the Trust Agreement (the "Owner Trustee"Act).. If,
Appears in 2 contracts
Sources: Underwriting Agreement (World Omni LT), Underwriting Agreement (World Omni Auto Leasing LLC)
Introductory. Caterpillar Financial Funding Toyota Leasing, Inc., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "Depositor"“TMCC”), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 [______] aggregate principal amount of Class A-1 3.005[___]% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 [______] aggregate principal amount of Class A-2a 4.09[___]% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 [______] aggregate principal amount of Class A-2b Floating Rate [___]% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $199,671,000 [______] aggregate principal amount of Class A-3 4.94[___]% Asset Backed Notes Notes, Class B (the "“Class A-3 B Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Notes"”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant to the terms hereof, the Seller agrees to sell the Notes to each of the several underwriters named in Schedule I hereto (the "“Underwriters")”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, for whom you TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are acting not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act as representatives (for the "Underwriters, and in such capacities shall herein be the “Representatives")”. The assets of the Issuing Entity Trust will include, among other things, a pool special unit of fixed-rate retail installment sale contracts and finance leases beneficial interest issued by the Toyota Lease Trust (the "Receivables"“Titling Trust”) secured which entitles the holder thereof to lease payments generated by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed a portfolio of retail lease contracts owned by the Receivables (the "Financed Equipment"), Titling Trust and the proceeds thereof. The Receivables will be transferred to from the Issuing Entity by sale of the Depositor. The Receivables will be serviced for motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation close of business on [_____] (the "Servicer" or "CFSC"“Cutoff Date”). The Notes will be issued pursuant to the Indenture to be dated as of April 1[_____] (the “Indenture”), 2008 between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____], [among]/[between] the Seller [and] [______], a [____], as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trust, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to timetime (the “Titling Trust Agreement”), among TMCC (in such capacity, the "Indenture"“UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC (in such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Issuing Entity Seller and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinUTI Beneficiary, the Issuing Entity UTI Beneficiary will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (sell the "Certificates")SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing “Issuer SUBI Certificate Transfer Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Depositor Seller and BNYM (Delaware)the Trust, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (Seller will sell the "Owner Trustee")SUBI Certificate to the Trust.
Appears in 2 contracts
Sources: Underwriting Agreement (Toyota Lease Trust), Underwriting Agreement (Toyota Lease Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20082006-A (the "Issuing Entity") to issue $182,000,000 26,560,000 aggregate principal amount of Class A-1 3.005B 5.71% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "B Notes") and to sell the Class B Notes to the several underwriters named in Schedule I hereto M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriters"), for whom you are acting as representatives (the "RepresentativesUnderwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April June 1, 2008 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $33,387,349 246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), ) each such Certificate certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April June 1, 2008 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29June 28, 2008 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware)Chase Bank USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, association as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Class B Note Underwriting Agreement (Caterpillar Financial Asset Trust 2006-A), Class B Note Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. Caterpillar Financial Funding CorporationKey Consumer Receivables LLC, a Nevada corporation Delaware limited liability company, (the "“Depositor"”), proposes to cause Caterpillar Financial Asset KeyCorp Student Loan Trust 20082006-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 84,000,000 principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b its Floating Rate Class I-A-1 Asset Backed Notes (the “Class A-2b I-A-1 Notes”), $149,170,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the “Class I-A-2 Notes”), $7,211,000 principal amount of its Floating Rate Class I-B Asset Backed Notes (the “Class I-B Notes”), $160,927,000 principal amount of its Floating Rate Class II-A-1 Asset Backed Notes (the “Class II-A-1 Notes”), $197,000,000 principal amount of its Floating Rate Class II-A-2 Asset Backed Notes (the “Class II-A-2 Notes”), $146,730,000 principal amount of its Floating Rate Class II-A-3 Asset Backed Notes (the “Class II-A-3 Notes”), $140,274,000 principal amount of its Floating Rate Class II-A-4 Asset Backed Notes (the “Class II-A-4 Notes”), $101,664,000 principal amount of its Floating Rate Class II-B Asset Backed Notes (the “Class II-B Notes”) and $199,671,000 aggregate 47,655,000 principal amount of its Floating Rate Class A-3 4.94% II-C Asset Backed Notes (the "“Class A-3 II-C Notes," ” and together with the Class I-A-1 Notes, the Class A-2a I-A-2 Notes, the Class I-B Notes, the Class II-A-1 Notes, the Class II-A-2 Notes, the Class II-A-3 Notes, the Class II-A-4 Notes and the Class A-2b II-B Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you (the “Representative”) are acting as representatives representative. The Trust was formed pursuant to the Trust Agreement, dated as of October 26, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of December 1, 2006 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) between the Depositor and The Bank of New York (Delaware), as owner trustee (the "Representatives"“Owner Trustee”). The Eligible Lender Trustee was appointed pursuant to the Eligible Lender Trustee Agreement, dated as of December 1, 2006 between the Depositor and JPMorgan Chase Bank, National Association, as the eligible lender trustee (the “Eligible Lender Trustee”). The assets of the Issuing Entity Trust include certain student loans (collectively, the “Financed Student Loans”). Such Financed Student Loans will includebe acquired by the Trust from the Depositor on or about December 7, 2006 (the “Closing Date”). The Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Financed Unguaranteed Private Loans”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Financed Private Loans” and together with the Financed Unguaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “Group II Student Loans.” The Depositor will purchase all of the Financed Student Loans from KeyBank National Association, a national banking association (“KBNA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of December 1, 2006 (the “Student Loan Transfer Agreement”) among KBNA, the Depositor and JPMorgan Chase Bank, National Association, as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The Group I Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the Group II Student Loans. The assets of the Trust will further include certain monies due and collected under the Financed Student Loans on and after November 1, 2006, (the “Cutoff Date”). The Financed Student Loans will be sold to the Trust and the Eligible Lender Trustee on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of December 1, 2006 (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among other thingsthe Trust, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, KBNA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBNA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into four certain subservicing agreements to have the Financed Student Loans subserviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania (“PHEAA” and, in its capacity as a subservicer, a pool of fixed-rate retail installment sale contracts “Subservicer”) and finance leases Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the "Receivables") secured by new “GLELSI” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"in its capacity as a subservicer, a “Subservicer”), including rights to receive two agreements with PHEAA regarding certain payments with respect to such Receivablesof the Group I and Group II Student Loans, respectively, and security interests in two agreements with GLELSI regarding certain of the machinery financed by the Receivables (the "Financed Equipment")Group I and Group II Student Loans, and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")respectively. The Notes will be issued pursuant to the Indenture to be dated as of April December 1, 2008 2006 (as amended and supplemented from time to time, the "“Indenture"”), among Deutsche Bank Trust Company Americas as the indenture trustee (the “Indenture Trustee”), the Trust and Deutsche Bank Trust Company Americas as paying agent and note registrar. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of December 1, 2006 (as amended and supplemented from time to time, the “Administration Agreement”), between the Issuing Entity Trust, the Indenture Trustee and U.S. Bank National Associationthe Administrator. The Sale and Servicing Agreement, a national banking association (the "Indenture Trustee"). Indenture, the Trust Agreement, the Student Loan Transfer Agreement and the Administration Agreement are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Issuing Entity Trust Agreement, the Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates its Trust Certificate (the "Certificates"), each such Certificate “Certificate”) representing a fractional undivided residual beneficial interest in the Issuing EntityTrust to the Depositor or its designated affiliate. At or prior to the time when sales to investors of the Notes were first made to investors by the several Underwriters for which Deutsche Bank Securities Inc. is acting as Representative which was approximately 3:00 p.m. on November 29, 2006 (the “Time of Sale”), the Depositor had prepared or caused the preparation of the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated November 6, 2006 relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than pricing related information and accompanied by the base prospectus dated November 6, 2006 and the supplement to the preliminary prospectus supplement dated November 29, 2006 (collectively, along with information referred to under the caption “Static Pools” therein regardless of whether it is deemed a part of the Registration Statement or Final Prospectus, the “Preliminary Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Depositor wishes to convey additional or changed information in order to make the Time of Sale Information, in the light of the circumstances under which statements in the Time of Sale Information were made, not misleading, and as a result investors in the Notes elect to terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Securities Act”)) for any Notes and enter into new Contracts of Sale with the Underwriters, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in Appendix A attached hereto. The Company hereby agrees with the Sale and Servicing Agreement to be dated several Underwriters as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").follows:
Appears in 2 contracts
Sources: Note Underwriting Agreement, Note Underwriting Agreement (KeyCorp Student Loan Trust 2006-A)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation BMW Auto Leasing LLC (the "“Depositor"), ”) proposes to cause Caterpillar Financial Asset BMW Vehicle Lease Trust 20082011-A 1 (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 240,000,000 principal amount of its 0.28895% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 335,000,000 principal amount of its 0.64% Class A-3 4.94% Asset Backed A-2 Notes (the "“Class A-2 Notes”), $360,000,000 principal amount of its 1.06% Class A-3 Notes (the “Class A-3 Notes," ”), and $65,000,000 principal amount of its 1.40% Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto (the "Underwriters"each, an “Underwriter”), for whom you are Citigroup Global Markets Inc. is acting as representatives representative (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables"“Representative”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred pursuant to the Issuing Entity terms of this underwriting agreement dated April 13, 2011 by and among the Depositor. The Receivables will be serviced , the Trust and Citigroup Global Markets Inc., on behalf of itself and as Representative for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, defined below) (the "“Closing Date”) (the “Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Trust will include, among other things, lease payments generated by a portfolio of retail lease contracts and the proceeds from the sale of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on February 28, 2011 (the “Cutoff Date”). The Depositor was formed pursuant to a limited liability company agreement, dated as of August 4, 2000 (the “Depositor LLC Agreement”), among BMW Financial Services NA, LLC (“BMW Financial Services”), as the primary member (in such capacity, the “Depositor Member”), and BMW FS Receivables Corp., a national banking association Delaware corporation, as the second member. BMW Financial Services was formed pursuant to a limited liability company agreement, dated as of May 1, 2000 (the "Indenture Trustee"“BMW FS LLC Agreement”), entered into by BMW of North America, Inc., as sole member. Simultaneously with the issuance and sale of the Notes as contemplated hereinNotes, the Issuing Entity Depositor will cause the Trust to issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "“Certificates"” and together with the Notes, the “Securities”). The Certificates will be issued pursuant to an amended and restated trust agreement, each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and BNYM Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Depositor will initially retain the Certificates. The Certificates will be subordinated to the Notes, to the extent described in the Trust Agreement and the Indenture. Under an administration agreement, dated as of the Closing Date (the “Trust Administration Agreement”), between BMW Financial Services, as administrator (in such capacity, the “Administrator”), and the Trust, the Administrator will perform the Trust’s administrative obligations under the Trust Agreement and the Indenture. Financial Services Vehicle Trust (the “Vehicle Trust”) was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Vehicle Trust was created and is governed by an amended and restated trust agreement, dated as of September 27, 1996, as amended as of May 25, 2000 and December 1, 2006 (the “Vehicle Trust Agreement”), between BMW Manufacturing L.P. (the “UTI Beneficiary” or “BMW LP”), an Indiana limited partnership, as grantor and initial beneficiary, and BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation, and an affiliate as trustee (the “Vehicle Trustee”). The UTI Beneficiary was formed under the laws of The Bank of New YorkIndiana pursuant to a limited partnership agreement, dated February 12, 1996 (the “Partnership Agreement”), between BMW Facility Partners, Inc., a New York banking corporationDelaware corporation (predecessor in interest to BMW Facility Partners, LLC (“BMW Facility Partners”), a Delaware limited liability company), as owner trustee the sole general partner (the “BMW LP General Partner”), and BMW Financial Services, as the sole limited partner. BMW Facility Partners was formed pursuant to a limited liability company agreement, dated as of December 22, 1999 entered into by BMW Financial Services as sole member. Pursuant to a supplement of the Vehicle Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Vehicle Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Vehicle Trust Agreement, the Vehicle Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “2011-1 SUBI.” The Vehicle Trustee will allocate a portfolio consisting of the lease agreements (the “2011-1 Leases”) and the related specified vehicles (the “2011-1 Vehicles”) and certain other related assets to the 2011-1 SUBI (collectively, the “SUBI Assets”). The Trust Assets (including the SUBI Assets) will be serviced by BMW Financial Services (in such capacity, the “Servicer”) pursuant to a servicing agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), as supplemented by a 2011-1 SUBI servicing supplement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Basic Servicing Agreement, the “Servicing Agreement”), in each case among the Vehicle Trust, the UTI Beneficiary and Servicer. In connection with the creation of the 2011-1 SUBI, the Vehicle Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the 2011-1 SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), among the Depositor, the Trust, as initial secured party, and Citibank, N.A., as assignee-secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:27 p.m. on April 13, 2011 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the free writing prospectus dated April 11, 2011 as supplemented by the free writing prospectus dated April 13, 2011 (together, along with any information referred to under the Trust Agreement caption “Static Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Initial Free Writing Prospectus”), and (ii) each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the "Owner Trustee"“Act”)) or preliminary prospectus listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (the “Corrected Time of Sale Information”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representative.
Appears in 2 contracts
Sources: Underwriting Agreement (BMW Vehicle Lease Trust 2011-1), Underwriting Agreement (BMW Vehicle Lease Trust 2011-1)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables Corp., a Nevada California corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables [____-__] Owner Trust 2008-A (the "Issuing EntityTrust") to issue and sell $182,000,000 [______________] aggregate principal amount of Class A-1 3.005[____]% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $105,000,000 [______________] aggregate principal amount of Class A-2a 4.09[____]% Asset Backed Notes Notes, Class A-2 (the "Class A-2a A-2 Notes"), $122,000,000 [______________] aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94[____]% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes,") and $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April 1[____ __, 2008 ____] (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "Indenture Trustee"). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 [______________] aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "Certificates"), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement Restated Trust Agreement, to be dated as of April 1[____ __, 2008 ____] (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Company and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The U.S. Bank of New York, a New York banking corporationTrust National Association, as owner trustee under the Trust Agreement (the "Owner Trustee").. The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain
Appears in 2 contracts
Sources: Underwriting Agreement (American Honda Receivables Corp), Underwriting Agreement (American Honda Receivables Corp)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20082006-A (the "Issuing Entity") to issue $182,000,000 246,100,000 aggregate principal amount of Class A-1 3.0055.45498% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 250,000,000 aggregate principal amount of Class A-2a 4.09A-2 5.59% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 302,000,000 aggregate principal amount of Class A-3 4.945.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April June 1, 2008 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Issuing Entity will issue $33,387,349 26,560,000 aggregate principal amount of Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, as underwriter. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April June 1, 2008 2006 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29June 28, 2008 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware)Chase Bank USA, National Association, a Delaware national banking corporation, and an affiliate of The Bank of New York, a New York banking corporationassociation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 2 contracts
Sources: Class a Note Underwriting Agreement (Caterpillar Financial Funding Corp), Underwriting Agreement (Caterpillar Financial Asset Trust 2006-A)
Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2017-B, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue sell $182,000,000 361,400,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes Fixed Rate Notes, Class A, Series 2017-B (the "“Class A-1 A Notes"”), $105,000,000 132,180,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes Fixed Rate Notes, Class B, Series 2017-B (the "“Class A-2a B Notes"”), and $122,000,000 78,640,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Fixed Rate Notes, Class C, Series 2017-B (the “Class A-2b C Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A Notes and the Class A-2b B Notes, the "“Purchased Notes"”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of December 20, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of December 20, 2017 (the “Trust Agreement”) between 91199526 Conn’s 2017-B: Note Purchase Agreement Conn Appliances Receivables Funding, LLC (the “Depositor”) and to sell the Notes to the several underwriters named in Schedule I hereto Wilmington Trust, National Association (the "Underwriters"), for whom you are acting as representatives (the "Representatives"“Receivables Trust Trustee”). The assets of the Issuing Entity Receivables Trust will include, among other things, a pool consist primarily of fixed-rate certain retail installment sale sales contracts and finance leases (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar made to finance customer purchases of Merchandise from Conn Appliances, Inc. ("Caterpillar"“Conn Appliances”), including rights which were previously conveyed to receive Conn Credit I, LP (the “Seller”) and certain payments with respect related rights. The Receivables Trust Certificate will be sold to such Receivablesthe Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of December 20, 2017 (the “Purchase and security interests in Sale Agreement”), between the machinery financed Depositor and the Issuer. The Class R Notes will be retained by the Receivables (Depositor on the "Financed Equipment"), and the proceeds thereofClosing Date. The Receivables will be transferred sold (i) by the Seller to the Issuing Entity Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of December 20, 2017 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the DepositorDepositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of December 20, 2017 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Issuing Entity Receivables Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Conn Appliances pursuant to the Indenture terms of a Servicing Agreement, to be dated as of April 1December 20, 2008 2017 (as amended and supplemented from time to timethe “Servicing Agreement”), among the Issuer, the "Indenture"Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of December 20, 2017 (the “Back-Up Servicing Agreement”), between among the Issuing Entity Receivables Trust, the Servicer, the Issuer, the Trustee and U.S. Bank National AssociationSST, a national banking association as back-up servicer (in such capacity, the "Indenture Trustee"“Back-Up Servicer”). Simultaneously In connection with the issuance and sale of the Notes as contemplated hereinNotes, the Issuing Entity Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Conn’s Receivables 2017-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue $33,387,349 aggregate principal amount also enter into a Fifth Amended and Restated Intercreditor Agreement, to be dated as of Asset Backed Certificates December 20, 2017 (the "Certificates"“Intercreditor Agreement”), each such Certificate representing a fractional undivided interest in with Bank of America, N.A., as collateral agent, providing for the Issuing Entityrelease of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be December 20, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act 91199526 Conn’s 2017-B: Note Purchase Agreement of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 3:47 p.m. New York City time on December 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated December 7, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-B ABS Investor Presentation, dated December 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2017A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2017-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of April 1, 2008 (as amended and supplemented from time to timethe Closing Date, the "Time of Sale and Servicing Agreement")Information, among taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the Issuing Entity, the Depositor and the Servicer or, if not defined statements therein, in the Indenture light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the Trust Agreement time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to be the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated as the date hereof, including pricing-dependent information, for the offering of April 29the Purchased Notes, 2008 in form and substance reasonably acceptable to the Initial Purchasers (as amended and supplemented from time to timethe “Offering Memorandum”). Each of the Issuer, the "Trust Agreement")Depositor, between Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the Depositor use of the Preliminary Offering Memorandum, the other Time of Sale Information and BNYM (Delaware)the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. 91199526 Conn’s 2017-B: Note Purchase Agreement The Initial Purchasers, a Delaware banking corporationthe Issuer, the Depositor, Conn Appliances and an affiliate of The Bank of New YorkConn’s, a New York banking corporation, as owner trustee Inc. understand that the Purchased Notes have not been and will not be registered under the Trust Agreement (Securities Act in reliance on certain exemptions from the "Owner Trustee")registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 2 contracts
Sources: Note Purchase Agreement (Conns Inc), Note Purchase Agreement (Conns Inc)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082011-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 237,900,000 principal amount of 0.33573% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 251,000,000 principal amount of 0.62% Class A-3 4.94% A-2 Asset Backed Notes (the "“A-2 Notes”); $352,000,000 principal amount of 1.20% Class A-3 Asset Backed Notes (the “A-3 Notes," ”); $129,600,000 principal amount of 2.04% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); $29,500,000 principal amount of 2.52% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed Deutsche Bank Trust Company Americas (“DB Trust”) to act as backup servicer of the Receivables pursuant to the Backup Servicing Agreement, dated as of April 1, 2011 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, DB Trust, as backup servicer, and the Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 2011 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 291, 2008 2011 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 2:05 p.m. (New York time) on May 4, 2011 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 2, 2011, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated May 4, 2011 (the “Preliminary Prospectus Supplement”) to the base prospectus dated May 2, 2011 (the “Preliminary Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”) and the free writing prospectus dated May 2, 2011 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2011. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2011-A)
Introductory. Caterpillar Financial Funding Nissan Auto Receivables Corporation II (the “Seller”), a Delaware corporation and wholly-owned subsidiary of Nissan Motor Acceptance Corporation, a Nevada California corporation (the "Depositor"“Servicer”), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue sell $182,000,000 357,000,000 aggregate principal amount of Class A-1 3.0051.76430% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 323,000,000 aggregate principal amount of Class A-2a 4.092.94% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 493,000,000 aggregate principal amount of Class A-2b Floating Rate 3.20% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) ), and $199,671,000 196,522,000 aggregate principal amount of Class A-3 4.944.74% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a Notes A-2 Notes, and the Class A-2b A-3 Notes, the "“Notes") and to sell ”), each issued by the Notes to Nissan Auto Receivables 2009-A Owner Trust (the several “Trust”). Each of the underwriters named in Schedule I 1 hereto (the "“Underwriters"), for whom you are acting as representatives (”) is a financial institution appearing on the "Representatives"). The assets Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Issuing Entity will include, among other things, Federal Reserve Bank of New York (a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"“Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the proceeds thereofFederal 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”). The Receivables To the extent expressly provided in this Agreement, and subject to the limitations in Section 9, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be transferred for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")MLSA. The Notes will be issued pursuant to an indenture (the Indenture “Indenture”), to be dated as of April 1March 25, 2008 (as amended and supplemented from time to time, the "Indenture")2009, between the Issuing Entity Trust and U.S. Bank National Association, the Indenture Trustee (as defined therein) and will be governed by the terms of a national banking association Sale and Servicing Agreement (the "Indenture Trustee"“Sale and Servicing Agreement”). Simultaneously with , to be dated as of March 25, 2009, among the issuance and sale of the Notes as contemplated hereinTrust, the Issuing Entity Seller and the Servicer. The Trust will also issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a certain asset backed certificates which will represent fractional undivided interest interests in the Issuing EntityTrust and will not be sold hereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Nissan Auto Receivables 2009-a Owner Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationHeds▇▇▇▇ ▇▇▇poration, a Delaware corporation ("Heds▇▇▇▇"), and Heds▇▇▇▇ ▇▇▇dings, Inc., a Delaware corporation ("Holdings" and, together with Heds▇▇▇▇, ▇▇e "Issuers"), propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Servicer" or Purchasers"CFSC) $110,000,000 in aggregate principal amount of Heds▇▇▇▇'▇ ▇▇% Senior Subordinated Notes Due 2007 (the "Senior Subordinated Notes") and 44,612 Units (the "Units"), each Unit consisting of one of Holdings' 12% Senior Discount Notes Due 2009 (a "Discount Note") with a principal amount at maturity of $1,000 and 60.654 shares (collectively, the "Shares") of common stock, par value $.01 per share, of Holdings ("Holdings Voting Common Stock"). The Senior Subordinated Notes and the Discount Notes are collectively referred to herein as the "Offered Notes," and the Offered Notes, the Units and the Shares are collectively referred to herein as the "Offered Securities." The Senior Subordinated Notes will be unconditionally guaranteed on a senior basis (the "Holdings Guaranty") by Holdings and on a senior subordinated basis (the "Subsidiary Guaranties" and, together with the Holdings Guaranty, the "Guaranties") by each domestic subsidiary of Heds▇▇▇▇ (▇▇e "Subsidiary Guarantors," and, together with Holdings, the "Guarantors"). The Senior Subordinated Notes are to be issued pursuant under an indenture dated as of June 1, 1997 (the "Senior Subordinated Notes Indenture"), among Heds▇▇▇▇, ▇▇e Guarantors and IBJ Schr▇▇▇▇ ▇▇▇k & Trust Company, as trustee (the "Senior Subordinated Notes Trustee"). The Discount Notes are to be issued under an indenture dated as of June 1, 1997 (the "Discount Notes Indenture" and, together with the Senior Subordinated Notes Indenture, the "Indentures"), between Holdings and United States Trust Company of New York, as trustee (the "Discount Notes Trustee" and, together with the Senior Subordinated Notes Trustee, the "Trustees"). The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Holders of the Notes will be entitled to the Indenture benefit of a Registration Rights Agreement (the "Notes Registration Rights Agreement") dated the date hereof, among the Issuers and the Purchasers. Holders of Shares will be entitled to be the benefits of a Common Stock Registration Rights Agreement (the "Common Stock Registration Rights Agreement" and, together with the Notes Registration Rights Agreement, the "Registration Rights Agreements") dated the date hereof among Holdings and the Initial Purchasers. This Agreement, the Indentures and the Registration Rights Agreements are referred to herein collectively as the "Operative Documents." The Offered Securities are being issued and sold in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 110, 2008 1997, among Heds▇▇▇▇, ▇▇ ▇▇▇uisition Corp., a wholly owned subsidiary of Heds▇▇▇▇ (as amended "▇cquisition Co.") and supplemented from time to timeERO, the Inc. ("IndentureERO"), between the Issuing Entity and U.S. Bank National Associationpursuant to which Heds▇▇▇▇ ▇▇▇ agreed, a national banking association subject to certain conditions, to acquire ERO (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner TrusteeAcquisition").
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082012-A (the "“Issuing Entity"”) to issue $182,000,000 aggregate 345,000,000 principal amount of Class A-1 3.0050.34378% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 495,000,000 principal amount of Class A-3 4.94A-2 0.66% Asset Backed Notes (the "“Class A-2 Notes”), $489,000,000 principal amount of Class A-3 0.88% Asset Backed Notes (the “Class A-3 Notes," ”) and $101,264,000 principal amount of Class A-4 1.07% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), to be dated as of March 1, 2012, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2012-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover and smart automobile leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), to be dated March 1, 2012, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On March 22, 2012 (the “2012-A Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2012-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), to be dated as of March 1, 2012, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2012-A Exchange Note (the “2012-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2012-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2012-A Reference Pool as of the close of business on February 29, 2012 (the “2012-A Cutoff Date”). The Lender will sell the 2012-A Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), to be dated as of March 1, 2012, between the Lender and the Depositor, and the Depositor will sell the 2012-A Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), to be dated as of March 1, 2012, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2012-A Reference Pool pursuant to a 2012-A Servicing Supplement (as amended and supplemented from time to time, the “2012-A Servicing Supplement”), to be dated as of March 1, 2012, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2012-A)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082013-A B (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 152,500,000 principal amount of 0.23000% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 216,000,000 principal amount of 0.44% Class A-3 4.94% A-2 Asset Backed Notes (the "“A-2 Notes”); $239,000,000 principal amount of 0.69% Class A-3 Asset Backed Notes (the “A-3 Notes," ”); $101,282,000 principal amount of 0.99% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); and $16,315,000 principal amount of 1.27% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April May 1, 2008 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April May 1, 2008 2013 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29May 1, 2008 2013 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 3:15 p.m. (New York time) on May 21, 2013 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 16, 2013 (the “Preliminary Prospectus Supplement”) to the base prospectus dated May 16, 2013 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated May 16, 2013 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2013. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2013-B)
Introductory. Caterpillar Triad Financial Funding CorporationSpecial Purpose LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate 150,000,000 principal amount of Class A-1 3.0055.3202% Asset Backed Notes (the "“Class A-1 Notes"”), ;
(b) $105,000,000 aggregate 278,000,000 principal amount of Class A-2a 4.09A-2 5.35% Asset Backed Notes (the "“Class A-2a A-2 Notes"”), ;
(c) $122,000,000 aggregate 127,000,000 principal amount of Class A-2b A-3 5.28% Asset Backed Notes (the “Class A-3 Notes”);
(d) $220,110,000 principal amount of Class A-4 Floating Rate Asset Backed Notes (the “Class A-2b A-4 Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together ” and, collectively with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Class A Notes") and to sell the Notes to the several underwriters named ”, “Notes” or “Underwritten Securities”); in Schedule I hereto each case issued by Triad Automobile Receivables Trust 2007-A (the "Underwriters"“Trust”). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, for whom you are acting as representatives the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "Representatives"“Certificate”). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1May 30, 2008 2007 (the “Indenture”) by and between the Trust and Citibank, N.A. (the “Indenture Trustee”). The Certificate will represent a beneficial interest in the Trust, the assets of which will include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the “Trust Agreement”) to be dated as of May 30, 2007 among the Depositor, Triad Financial Corporation (“Triad”) and Wilmington Trust Company (the “Owner Trustee”). Payments in respect of the Certificate, to the extent specified in the Indenture, the Sale and Servicing Agreement (as amended hereinafter defined) and supplemented from time the Trust Agreement, are subordinated to timethe rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the “Receivables”), sold by Triad to the Depositor pursuant to the Purchase Agreement (the “Purchase Agreement”) to be dated as of May 30, 2007, and certain monies due or in some cases received thereunder after April 30, 2007. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (the “Servicer” or “Triad”), pursuant to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) to be dated as of May 30, 2007 by and among the Depositor, the "Indenture"Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a financial guaranty insurance policy (the “Note Policy”), issued by Financial Security Assurance Inc., a stock insurance company incorporated under the laws of the State of New York (the “Insurer”). In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement to be dated as of May 30, 2007 (the “Insurance Agreement”) and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement to be dated as of May 30, 2007 (the “Indemnification Agreement”). In connection with the issuance of the Class A-4 Notes, the Trust will enter into an ISDA Master Agreement (including the Schedule thereto), to be dated as of May 30, 2007 (the “ISDA Master Agreement”), between the Issuing Entity Trust and U.S. Bank National AssociationG▇▇▇▇▇▇ S▇▇▇▇ Capital Markets, a national banking association L.P. (the "Indenture Trustee"). Simultaneously “Swap Counterparty”) and a confirmation of interest rate swap transaction relating to the Class A-4 Notes, to be dated as of May 30, 2007 (the “Confirmation” and together with the issuance and sale of the Notes as contemplated hereinISDA Master Agreement, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"“Swap Agreement”), each such Certificate representing a fractional undivided interest in between the Issuing EntityTrust and the Swap Counterparty. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement Agreement. At or prior to be the time when sales to purchasers of the Offered Securities were first made to investors by the Underwriters, which was approximately 1:00 p.m., New York City time, on May 22, 2007 (the “Applicable Time”), the Depositor had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 21, 2007 (the “Preliminary Prospectus Supplement”) to the base prospectus dated May 21, 2007 (the “Preliminary Base Prospectus” together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”). If, subsequent to the Applicable Time and prior to May 30, 2007 (the “Closing Date”), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Underwritten Securities may terminate their prior “Contracts of April 1Sale” (within the meaning of Rule 159 under the Securities Act of 1933, 2008 (as amended (the “Act”)) for any Underwritten Securities and supplemented from the Underwriters enter into new Contracts of Sale with investors in the Underwritten Securities, then “Time of Sale Information” will refer to the information conveyed to investors at the time to timeof entry into the first such new Contract of Sale, the "Sale and Servicing Agreement"), among the Issuing Entity, in an amended Preliminary Prospectus approved by the Depositor and the Servicer or, if not defined therein, in Underwriters that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Applicable Time” will refer to the Indenture or the Trust Agreement to be dated as time and date on which such new Contracts of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Financial Special Purpose LLC)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082015-A B (the "“Issuing Entity"”) to issue $182,000,000 aggregate 272,000,000 principal amount of Class A-1 3.0050.43000% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 272,500,000 principal amount of Class A-3 4.94A-2A 1.00% Asset Backed Notes (the "“Class A-2A Notes”), $272,500,000 principal amount of Class A-2B LIBOR + 0.52% Asset Backed Notes (the “Class A-2B Notes”, and together with the Class A-2A Notes, the “Class A-2 Notes”), $295,000,000 principal amou”nt of Class A-3 1.34% Asset Backed Notes (the “Class A-3 Notes," ”) and $150,360,000 principal amount of Class A-4 1.53% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of October 1, 2015, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2015-B Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover automobile leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated October 1, 2015, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On October 28, 2015 (the “2015-B Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2015-B Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of October 1, 2015, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2015-B Exchange Note (the “2015-B Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2015-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2015-B Reference Pool as of the close of business on August 31, 2015 (the “2015-B Cutoff Date”). The Lender will sell the 2015-B Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of October 1, 2015, between the Lender and the Depositor, and the Depositor will sell the 2015-B Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), dated as of October 1, 2015, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2015-B Reference Pool pursuant to a 2015-B Servicing Supplement (as amended and supplemented from time to time, the “2015-B Servicing Supplement”), dated as of October 1, 2015, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2015-B)
Introductory. Caterpillar Financial Funding Corporation▇▇▇▇▇ Fargo Student Loans Receivables, a Nevada corporation LLC (the "Depositor"), ) has previously filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $__ billion of asset backed notes. The Depositor proposes to cause Caterpillar Financial Asset ▇▇▇▇▇ Fargo Student Loan Trust 20082001-A 1 (the "Issuing EntityTrust") to issue and sell to the underwriters listed on Schedule II hereto (the "Underwriters") for which ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Representative") is acting as representative, $182,000,000 aggregate __________ principal amount of its ____% Class A-1 3.005% Floating Rate Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate __________ principal amount of its ____% Class A-2a 4.09% A-2 Floating Rate Senior Asset Backed Notes (the "Class A-2a A-2 Notes"), ) and $122,000,000 aggregate __________ principal amount of its ____% Class A-2b B Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 B Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b A-2 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed be formed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Depositor pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29November __, 2008 2001 (as amended and supplemented from time to time, the "Trust Agreement"), ) between the Depositor and BNYM Bank One, National Association (Delaware"Bank One"), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, not in its individual capacity but solely as owner trustee under the Trust Agreement Eligible Lender Trustee (the "Owner Eligible Lender Trustee").. The assets of the Trust will include, among other things, a pool of student loans (the "Initial Financed Student Loans") and all amounts collected thereunder on and after November __, 2001 (the "Cutoff Date"). Such Initial Financed Student Loans will be acquired by the Eligible Lender Trustee on behalf of the Trust from the Depositor and by the Depositor
Appears in 1 contract
Sources: Underwriting Agreement (Wells Fargo Student Loans Receivables I LLC)
Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "Depositor"“TMCC”), proposes to cause Caterpillar Financial Asset Toyota Auto Receivables 2019-D Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue $182,000,000 435,000,000 aggregate principal amount of Class A-1 3.0051.85350% Asset Backed Notes Notes, Class A‑1 (the "“Class A-1 A‑1 Notes"”), $105,000,000 623,700,000 aggregate principal amount of Class A-2a 4.091.92% Asset Backed Notes Notes, Class A‑2 (the "“Class A-2a A‑2 Notes"”), $122,000,000 514,500,000 aggregate principal amount of Class A-2b Floating Rate 1.92% Asset Backed Notes Notes, Class A‑3 (the “Class A-2b A‑3 Notes”), $133,000,000 aggregate principal amount of 1.99% Asset Backed Notes, Class A‑4 (the “Class A‑4 Notes”) and $199,671,000 43,800,000 aggregate principal amount of Class A-3 4.940.00% Asset Backed Notes Notes, Class B (the "“Class A-3 B Notes," ” and together with the Class A-1 A‑1 Notes, the Class A-2a A‑2 Notes, the Class A‑3 Notes and the Class A-2b A‑4 Notes, the "“Notes"”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Trust. Pursuant to the terms hereof, the Seller agrees to sell the Notes to each of the several underwriters named in Schedule I hereto (the "“Underwriters")”) a portion of each of the Class A-1 Notes, for whom you the Class A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller will initially retain the Class B Notes, the Certificates and the portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes that are acting not Underwritten Notes. Barclays Capital Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. will act as representatives (for the "Underwriters, and in such capacities shall herein be the “Representatives")”. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "“Receivables"”) secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")passenger cars, including rights to receive certain payments with respect to such Receivablesminivans, light-duty trucks and security interests in the machinery sport utility vehicles financed by the Receivables thereunder (the "“Financed Equipment")Vehicles”) and certain monies due or to become due thereunder after the close of business on September 30, 2019 (the “Cutoff Date”) and the other property and the proceeds thereofthereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of November 13, 2019 (the “Sale and Servicing Agreement”) among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be transferred sold by TMCC to the Issuing Entity by the Depositor. The Seller pursuant to a Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation Purchase Agreement (the "Servicer" or "CFSC")“Receivables Purchase Agreement”) to be dated as of November 13, 2019 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1November 13, 2008 2019 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”) dated as of November 13, 2019, among the Seller, as depositor, and Wilmington Trust, National Association, a national banking association as owner trustee (the "Indenture “Owner Trustee"”). Simultaneously with TMCC, as administrator (in such capacity, the issuance and sale “Administrator”) will perform certain administrative tasks on behalf of the Notes Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as contemplated defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of November 13, 2019 among the Trust, the Indenture Trustee and the Administrator. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of November 13, 2019 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company (the “Asset Representations Reviewer”), the Trust, TMCC and the Administrator. As used herein, the Issuing Entity will issue $33,387,349 aggregate principal amount term “Basic Documents” refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement, the Administration Agreement and the Asset Representations Review Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of Asset Backed Certificates 1934, as amended (the "Certificates"“Exchange Act”), each the Underwriters, the Seller and TMCC hereby agree that the “Closing Date” shall be November 13, 2019, 10:00 A.M., New York City time (or at such Certificate representing a fractional undivided interest other place and time not later than seven business days thereafter as shall be agreed to in writing by the Issuing EntityRepresentatives, the Seller and TMCC). This Underwriting Agreement shall hereinafter be referred to as “this Agreement”. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement and, to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if extent not defined therein, shall have the meanings ascribed thereto in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (Toyota Auto Receivables 2019-D Owner Trust)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082021-A (the "“Issuing Entity"”) to issue $182,000,000 aggregate 245,000,000 principal amount of Class A-1 3.0050.14694% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 490,000,000 principal amount of Class A-3 4.94A-2 0.18% Asset Backed Notes (the "“Class A‑2 Notes”), $428,000,000 principal amount of Class A-3 0.25% Asset Backed Notes (the “Class A-3 Notes," ”) and $110,860,000 principal amount of Class A-4 0.32% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A‑3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of January 1, 2021, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2021-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated January 1, 2021, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On January 27, 2021 (the “2021-A Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2021-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of January 1, 2021, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2021-A Exchange Note (the “2021-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2021-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2021-A Reference Pool as of the close of business on November 30, 2020 (the “2021-A Cutoff Date”). The Lender will sell the 2021-A Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of January 1, 2021, between the Lender and the Depositor, and the Depositor will sell the 2021-A Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the “Second-Tier Sale Agreement”), dated as of January 1, 2021, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2021-A Reference Pool pursuant to a 2021-A Servicing Supplement (as amended and supplemented from time to time, the “2021-A Servicing Supplement”), dated as of January 1, 2021, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of January 1, 2021 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2021-A)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Leasing LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes hereby confirm their respective agreements with you (collectively, the “Underwriters”), that the Depositor will sell to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue Underwriters $182,000,000 103,000,000 aggregate principal amount of Class A-1 3.0050.38% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 150,000,000 aggregate principal amount of Class A-2a 4.091.06% Asset Backed Notes Notes, Class A-2a (the "“Class A-2a Notes"”), $122,000,000 120,000,000 aggregate principal amount of One-Month LIBOR + 0.38% Asset Backed Notes, Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and ), $199,671,000 213,590,000 aggregate principal amount of Class A-3 4.941.54% Asset Backed Notes Notes, Class A-3 (the "“Class A-3 Notes," ”), $72,770,000 aggregate principal amount of 1.73% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and together with $28,230,000 aggregate principal amount of 1.94% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 2015-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, the Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and the Class A-2b B Notes are collectively referred to herein as the “Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")”. The Notes will be issued pursuant to the an Indenture to be dated as of April 1, 2008 (as amended and amended, restated, modified or supplemented from time to time, the "“Indenture"”), to be dated as of the Closing Date, between the Issuing Entity Trust and The Bank of New York Mellon, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a trust agreement, to be dated as of the Closing Date, between the Depositor and U.S. Bank Trust National Association, a national banking association as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (as defined below). On the Closing Date, World Omni LT (“WOLT”) shall, pursuant to (i) that certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009, as amended, by and among WOLT, Auto Lease Finance LLC (“ALF”), AL Holding Corp. (the "Indenture Trustee"“Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and the secured parties from time to time named therein (as amended, restated, modified or supplemented from time to time, the “Collateral Agency Agreement”) and (ii) a 2015-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Closing Date, by and among W▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Closed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Supplement”), issue a closed-end exchange note (the “Exchange Note”) to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ALF from the Warehouse Facility Lenders under the Warehouse Facility and/or certain additional advances made by ALF to WOLT. Amounts due on the Exchange Note will be paid from the cash flow from a pool of automobile and light-duty truck leases and the related leased vehicles and certain monies due or received thereunder after June 10, 2015 (the “Cutoff Date”). Simultaneously with ALF will sell the Exchange Note to the Depositor pursuant to an Exchange Note Sale Agreement, to be dated as of the Closing Date, between ALF and the Depositor (as amended, restated, modified or supplemented from time to time, the “Exchange Note Sale Agreement”). The Exchange Note will be transferred by the Depositor to the Trust pursuant to an Exchange Note Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Trust (as amended, restated, modified or supplemented from time to time, the “Exchange Note Transfer Agreement”). World Omni will continue to service the Transaction Units after the issuance and sale of the Notes Exchange Note pursuant to an Exchange Note Servicing Supplement 2015-A to Closed-End Servicing Agreement, to be dated as contemplated hereinof the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"“Exchange Note Servicing Supplement”), each such Certificate representing a fractional undivided interest in which supplements that certain Fifth Amended and Restated Servicing Agreement, dated as of December 15, 2009, among World Omni, as closed-end servicer, WOLT, as titling trust, and the Issuing EntityClosed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, including as supplemented by the Exchange Note Servicing Supplement, the “Servicing Agreement”). Capitalized terms used and herein that are not otherwise defined herein shall have the meanings ascribed thereto in (i) Appendix A to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 Indenture or (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, ii) if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationJPMorgan Chase Bank, National Association, a Nevada corporation national banking association (the "Depositor"“Bank”), proposes to cause Caterpillar Financial Asset has formed Chase Auto Owner Trust 20082006-A B (the "Issuing Entity"“Trust”) to issue $182,000,000 248,000,000 aggregate principal amount of Class A-1 3.0055.43% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 284,000,000 aggregate principal amount of Class A-2 5.28% Asset Backed Notes (the “Class A-2 Notes”), $333,000,000 aggregate principal amount of Class A-3 4.945.13% Asset Backed Notes (the "“Class A-3 Notes," and ”), $270,390,000 aggregate principal amount of Class A-4 5.11% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Class A Notes"”) and to sell the $26,270,000 aggregate principal amount of Class B 5.24% Asset Backed Notes to the several underwriters named in Schedule I hereto (the "Underwriters")“Class B Notes” and, for whom you are acting as representatives (together with the "Representatives"Class A Notes, the “Notes”). The assets of the Issuing Entity Trust will include, among other things, ; a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables automobiles (the "“Financed Equipment")Vehicles”) and certain monies received thereunder on and after the opening of business on August 19, and the proceeds thereof. The 2006, such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $1,181,621,314. The Notes will be issued pursuant to the Indenture to be dated as of April 1September 13, 2008 2006 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated described herein, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Class R Certificates (the "“Certificates"), each such Certificate ”) representing a fractional undivided ownership interest in the Issuing EntityTrust, pursuant to the Amended and Restated Trust Agreement to be dated as of September 13, 2006 (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Notes and the Certificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April 1September 13, 2008 2006 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Trust and the Bank, as Depositor and BNYM Servicer. This is to confirm the agreement concerning the purchase of the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes (Delawarecollectively, the “Offered Notes”) from the Bank by the several underwriters named in Schedule I hereto (the “Underwriters”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).
Appears in 1 contract
Sources: Underwriting Agreement (JPMorgan Chase Bank, National Association)
Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇ Brothers Inc., ABN AMRO Incorporated, Barclays Capital Inc., Citigroup Global Capital Markets Inc., Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC and RBC Capital Markets Corporation (collectively, the “Underwriters”) as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue Underwriters $182,000,000 aggregate 299,000,000 principal amount of its 3.9544% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”), $277,000,000 principal amount of its 4.24% Class A-2 Notes (the “Class A-2 Notes”), $525,000,000 principal amount of its 4.32% Class A-3 Notes (the “Class A-3 Notes”) and $199,671,000 aggregate 361,217,000 principal amount of its LIBOR + 0.02% Class A-3 4.94% Asset Backed A-4 Notes (the "“Class A-3 A-4 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Class A Notes"”). The Seller proposes to sell to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Brothers Inc. $37,783,000 principal amount of its 4.58% Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2005-1, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the security interests in the Financed Vehicles, (iii) any proceeds from claims on any Insurance Policy or refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (iv) any other property securing the Receivables, (v) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vi) the rights of the Seller, as buyer, under the Purchase Agreement, (vii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (viii) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Services Inc. to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below) dated June 17, 2005, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. Pursuant to this Underwriting Agreement, and subject to the terms hereof, the Seller agrees to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment")U.S. $1,462,217,000 initial Note Balance of Class A Notes, and the proceeds thereof. The Receivables will be transferred Seller agrees to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant sell to the Indenture to be dated as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Brothers Inc. $37,783,000 Initial Note Balance of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Class B Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2005-1)
Introductory. Caterpillar Financial CIT Funding CorporationCompany, LLC, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Delaware limited liability company (the “Class A-2b NotesCompany”) ), proposes, subject to the terms and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notesconditions stated herein, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters Underwriters named in Schedule I A hereto (the "“Underwriters"”), for whom you Barclays Capital Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. are acting as representatives Representatives (the "“Representatives"”), an aggregate of $197,000,000 principal amount of the 2.82620% Receivable-Backed Notes, Class A-1, $105,000,000 principal amount of the 4.76000% Receivable-Backed Notes, Class A-2A, $47,000,000 principal amount of the Floating Rate Receivable-Backed Notes, Class A-2B and $199,035,000 principal amount of the 6.59000% Receivable-Backed Notes, Class A-3 (collectively, the “Offered Securities”), of the CIT Equipment Collateral 2008-VT1 (the “Trust”). The assets Trust is also issuing $18,676,000 principal amount of the Issuing Entity 6.51000% Receivable-Backed Notes, Class B, $26,636,000 principal amount of the 7.00000% Receivable-Backed Notes, Class C, and $18,982,039 principal amount of the 7.48000% Receivable-Backed Notes, Class D (collectively, the “Subordinate Notes”). The Trust is only offering the Offered Securities pursuant to the Prospectus (as defined below). The Subordinate Notes will include, among other things, a pool of fixed-rate retail installment sale contracts not be offered and finance leases will be initially owned by the depositor. The Trust will be created pursuant to an Amended and Restated Trust Agreement (the "Receivables"“Trust Agreement”) secured by new dated as of April 1, 2008, between the Company and used machinery manufactured primarily by Caterpillar Inc. Deutsche Bank Trust Company Delaware, as owner trustee ("Caterpillar"the “Owner Trustee”). The Offered Securities and the Subordinate Notes (collectively, the “Notes”) will be issued under an Indenture (the “Indenture”) dated as of April 1, 2008, between the Trust and Manufacturer’s and Trader’s Trust Company, as indenture trustee (the “Indenture Trustee”). The Trust is also issuing to the Company the sole Equity Certificate (the “Certificate”) evidencing the entire beneficial equity interest in the Trust. Before the Time of Delivery (as defined below), including rights to receive the Company purchased certain payments with respect to such Receivables, of the Contracts and security certain interests in the machinery financed equipment related to such Contracts (the equipment relating to any of the Contracts being referred to herein as the “Equipment”) from CIT Financial USA Inc. (“CFUSA”) pursuant to the Amended and Restated Sale and Contribution Agreement, dated as of March 2, 1999, as amended and restated as of June 29, 2000 (the “VFC Purchase Agreement”), by and among CFUSA, AT&T Capital Corporation (now known as Capita Corporation, “Capita”) and the Company and transferred the Contracts to CIT Equipment Trust VFC Series (the “VFC Trust”). CFUSA has previously purchased a portion of the Contracts and related Equipment from DFS-SPV L.L.C. (successor in interest to DFS-SPV L.P.) pursuant to a Receivables Purchase Agreement, dated as of October 31, 1998 (the “Receivables Purchase Agreement”), between CFUSA and DFS-SPV L.L.C. DFS-SPV L.L.C. purchased the Contracts and Equipment from DFS Financial Services L.L.C. (successor in interest to DFS Financial Services L.P., “DFS”) pursuant to a Purchase Agreement, dated as of October 31, 1998 (the “DFS Purchase Agreement” and, together with the Receivables (Purchase Agreement, the "Financed Equipment"“DFS Conveyancing Agreements”), between DFS and the proceeds thereof. The Receivables will be transferred DFS-SPV L.L.C. Prior to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationDecember 19, 2007, DFS was a joint venture between CIT Group Inc., a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued “CIT”) and certain of its affiliates, and Dell Inc. (“Dell”) and certain of its affiliates, pursuant to the Indenture Agreement of Limited Partnership of Dell Financial Services L.P., dated April 14, 1997, as amended by the 2004 Extension and Funding Agreement, dated as of September 8, 2004, pursuant to which the parties thereto agreed to amend and restate the DFS Limited Partnership Agreement, and the Amended and Restated Agreement of Limited Partnership of DFS, dated as of September 8, 2004 (the “Amended DFS Limited Partnership Agreement”). Pursuant to a Letter Agreement dated December 19, 2007 (the “Letter Agreement”), CIT and Dell ended the joint venture by terminating the Amended and Restated DFS Limited Partnership Agreement. Pursuant to the Letter Agreement, Dell exercised its right to purchase CIT’s interest in DFS. CFUSA also has previously originated or purchased such Contracts and related Equipment from certain affiliates (the “Financing Originators”). Each of the Financing Originators is a direct or indirect wholly owned subsidiary of CIT. On or before the Time of Delivery, the Company will reacquire the Contracts described in the preceding sentence from the VFC Trust pursuant to a Release and Assignment, to be dated as of May 14, 2008 (the “VFC Assignment”), between the VFC Trust and the Company. The Company will also enter into a Series 2008-VT1 Purchase and Sale Agreement, dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"“Substitute VFC Purchase Agreement”), between CFUSA and the Issuing Entity Company. In addition, on or before the Time of Delivery, CFUSA will purchase certain other Contracts and U.S. Bank National AssociationEquipment from the Financing Originators pursuant to a Non-VFC Conveyancing Agreement, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing “Non-VFC Conveyancing Agreement"”), among the Issuing Entity, the Depositor Financing Originators and CFUSA and the Servicer orCompany will purchase such Contracts from CFUSA pursuant to the Non-VFC Purchase and Sale Agreement, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 291, 2008 (as amended the “Non-VFC Purchase Agreement” and, together with the VFC Purchase Agreement and supplemented from time to timethe Substitute VFC Purchase Agreement, the "Trust Agreement"“Purchase and Sale Agreements”), between CFUSA and the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Company.
Appears in 1 contract
Sources: Underwriting Agreement (CIT Equipment Collateral 2008-Vt1)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Delaware limited liability company (the “Class A-2b NotesDepositor”) ), and $199,671,000 aggregate principal amount World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC and each of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several other underwriters named in Schedule I hereto (collectively, the "“Underwriters"), ”) for whom you are acting as representatives (the "“Representatives"”), with respect to the sale by the Depositor of $245,000,000 aggregate principal amount of 0.23000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $275,000,000 aggregate principal amount of 0.43% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $270,000,000 aggregate principal amount of 0.64% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $94,934,000 aggregate principal amount of 0.87% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $18,957,000 aggregate principal amount of 1.13% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2013-A (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and U.S. Bank Trust National Association, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), and certain monies received thereunder after April 16, 2013 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and, together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Trust pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement and the Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporationTrust, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Note Depository Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables Trust 2013-A)
Introductory. Caterpillar Onyx Acceptance Financial Funding Corporation, a Nevada Delaware corporation (the "Depositor"“Seller”) and Onyx Acceptance Corporation, a Delaware corporation, (“Onyx”), confirm their agreement with Credit Suisse First Boston LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the “Underwriters”) as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue Underwriters $182,000,000 aggregate 181,000,000 principal amount of its 2.84975% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”), $193,000,000 principal amount of its 3.38% Class A-2 Notes (the “Class A-2 Notes”), $177,000,000 principal amount of its 3.69% Class A-3 Notes (the “Class A-3 Notes”), and $149,000,000 principal amount of its 3.91% Class A-4 Notes (the “Class A-4 Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"“Notes”), for whom you are acting as representatives to be issued by Onyx Acceptance Owner Trust 2005-A, a Delaware statutory trust (the "Representatives"“Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Property (as defined below). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Issuer (the "Receivables"“Trust Property”) secured by new consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")other property of the Issuer, including rights to receive certain payments with respect to such Receivables, and security interests without limitation: (a) (i) the Funded Contracts listed in the machinery financed by the Receivables (the "Financed Equipment"), Schedule of Contracts attached as Schedules I-A and the proceeds thereof. The Receivables will be transferred I-B to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to timebetween the Issuer, the "Seller, Onyx, as Servicer and JPMorgan Chase Bank, as Indenture Trustee and Trust Agent (the “Sale and
(i) all Prefunded Contracts listed on the Schedule of Contracts; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on the Schedule of Contracts under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; and (vii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The Contracts and related property will be conveyed to the Seller by Onyx pursuant to the Second Amended and Restated Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29November 31, 2008 2001 between Onyx Acceptance Corporation, as seller and servicer, and the Seller, as purchaser (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Insurer will issue a financial guarantee insurance policy (the “Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as amended defined below) and supplemented from time to timethe related Prospectus (as defined below) dated February 14, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation2005, as owner trustee under the Trust Agreement supplemented by a Prospectus Supplement (the "Owner Trustee"as defined below).
Appears in 1 contract
Sources: Underwriting Agreement (Onyx Acceptance Owner Trust 2005-A)
Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "DepositorSeller") and Capital One Auto Finance, Inc., a Texas corporation, ("COAF"), confirm their agreement with [NAMES OF UNDERWRITERS] (collectively, the "Underwriters") as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue $182,000,000 aggregate Underwriters $ principal -------------- amount of its % Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate $ ----- ----------- principal amount of its % Class A-2a 4.09% Asset Backed A-2 Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate --- $ principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of its % Class A-3 4.94% Asset Backed Notes (the "Class A-3 ---------- --- Notes,"), $ principal amount of its % Class A-4 Notes (the "Class ---------- --- A-4 Notes" and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes"). The Seller proposes to sell to[NAMES OF UNDERWRITERS] $ principal amount of its % Class B Notes (the ------------ --- "Class B Notes" and, together with the Class A Notes, the "Notes") and to sell the ). The Notes to the several underwriters named in Schedule I hereto will be issued by Capital One Auto Finance Trust , a Delaware statutory ---- trust (the "UnderwritersIssuer") under the Indenture (the "Indenture"), dated as of the Closing Date, between the Issuer and [NAME OF INDENTURE TRUSTEE], as indenture trustee (the "Indenture Trustee"). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the "Trust Estate") will include, among other things, a pool of motor vehicle retail installment sales contracts and/or installment loans (the "Receivables") originated by PeopleFirst (as defined below) secured by new and used automobiles, light-duty trucks and motorcycles (the "Financed Vehicles"), certain monies paid or payable on the Receivables after the Cut-off Date that are conveyed to COAF by PeopleFirst, to the Seller by COAF and to the Issuer by the Seller, such amounts as from time to time may be held in the Collection Account and certain other accounts established and maintained by the Servicer pursuant to the Sale and Servicing Agreement (including all investments in the Collection Account and such other accounts and all income from the investment of funds therein and proceeds thereof), an assignment of PeopleFirst's security interests in the Financed Vehicles and an assignment of the rights of the Seller under the Purchase Agreement and the Sale and Servicing Agreement (as defined below). In addition, the Trust Estate will include monies on deposit in the Trust Accounts (including all investments in such accounts and all income from the investment of funds therein and all proceeds thereof), the funds of which will be drawn upon to fund certain shortfalls in respect of Available Funds (as defined below). PeopleFirst Finance, LLC, a California limited liability company and a wholly-owned subsidiary of COAF ("PeopleFirst"), is the originator of the Receivables. PeopleFirst will transfer and assign the Receivables and other Related Security originated by it to COAF pursuant to a sale agreement, executed on the Closing Date, between PeopleFirst and COAF (the "Sale Agreement"). The Receivables and other Purchased Assets will then be conveyed to the Seller by COAF pursuant to a purchase agreement, executed on the Closing Date, between the Seller and COAF (the "Purchase Agreement") and, on the Closing Date, the Receivables and other Transferred Assets will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement (the "Sale and Servicing Agreement") dated as of the Closing Date, among the Seller, the Servicer, the Indenture Trustee and the Issuer. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). The Underwriters, COAF and the Seller agree that no Term Sheets have been or will be used in connection with the offering of the Notes. Capitalized terms used herein but not defined herein shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement or the Indenture. Pursuant to this Agreement, and subject to the terms hereof, the Seller agrees to sell to the Underwriters, for whom you are acting as representatives (the "Representatives"), U.S. $ aggregate initial principal amount of ---------- Class A Notes, Series , and the Seller agrees to sell to and ---- -------------- U.S. $ aggregate initial principal amount of Class B ------------ ---------- Notes, Series . The assets Concurrently with the sale of the Issuing Entity Notes, the Seller will include, among other things, --- retain a pool of fixed-rate retail installment sale contracts and finance leases certificate (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("CaterpillarCertificate"), including rights to receive certain payments with respect to such Receivables, and security interests in representing the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Issuer.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationCNH Receivables Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082000-A (the "Issuing EntityTrust") to issue and sell $182,000,000 aggregate 150,000,000 principal amount of Class A-1 3.0056.178% Asset Backed Notes (the "Class A-1 Notes"), . $105,000,000 aggregate 360,000,000 principal amount of Class A-2a 4.09A-2 6.80% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 260,000,000 principal amount of Class A-3 4.947.14% Asset Backed Notes (the "Class A-3 Notes," "), $311,000,000 principal amount of Class A-4 7.34% Asset Backed Notes (the "A-4 Notes") and $46,000,000 principal amount of Class B 7.32% Asset Backed Notes (the "B Notes"; together with the Class A-1 A- 1 Notes, the Class A-2a A-2 Notes, the A-3 Notes and the Class A-2b A-4 Notes, the "Notes") and to sell the Notes ), to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance full payout leases (the "Receivables") secured by new or used over-the-road trucks and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")trailers, including rights to receive certain payments with respect to such Receivablesagricultural, construction, forestry, or other equipment and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation (the "Servicer" or "CFSCCase Credit"). The Notes will be issued pursuant to the Indenture to be dated as of April March 1, 2008 2000 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇▇ Trust and Savings Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of 7.32% Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in an amount of $23,000,000 to the Issuing EntitySeller. The Notes and the Certificates are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April March 1, 2008 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29March 1, 2008 2000 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationNissan Master Owner Trust Receivables (the “Trust”), a Nevada corporation Delaware statutory trust, hereby confirms its agreement with [●] (the "Depositor")“Representative”) and the several underwriters named in Schedule 1 hereto (together with the Representative, proposes collectively, the “Underwriters”) with respect to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue purchase by the Underwriters of $182,000,000 [●] aggregate principal amount of [LIBOR +] [●]% Class A-1 3.005% Asset Backed A[-1] Notes (the "“[Class A-1 A-1] [Offered] Notes"), ”) [and $105,000,000 [●] aggregate principal amount of [●]% Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed A-2 Notes (the “Class A-2b A-2 Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a “[Offered] Notes”)] of the Trust, which Notes the Trust proposes to sell to the Underwriters under the terms and conditions herein. [In addition to the Offered Notes, on the Series 20[●]-[●] Issuance Date, the Trust will issue and the Transferor or an affiliate of the Transferor will retain $[●] aggregate principal amount of [LIBOR +] [●]% Class A-2b [●] Notes (the “Retained Notes” and, together with the Offered Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"”), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). .] The Notes will be issued pursuant to the Indenture to be Amended and Restated Indenture, dated as of April 1October 15, 2008 2003 (as amended amended, modified and supplemented from time to timesupplemented, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association, a national banking association as indenture trustee (the "“Indenture Trustee"). Simultaneously with ”) and the issuance Annex of Definitions attached to the Amended and sale Restated Transfer and Servicing Agreement, dated as of the Notes October 15, 2003 (as contemplated hereinamended, modified and supplemented, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates “Transfer and Servicing Agreement”), among Nissan Wholesale Receivables Corporation II (the "Certificates"“Depositor”), each such Certificate representing a fractional undivided interest in the Issuing EntityTrust and Nissan Motor Acceptance Corporation (“NMAC”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (Nissan Wholesale Receivables Corp Ii)
Introductory. Caterpillar Financial Funding CorporationWholesale Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"," which term with respect to matters prior to October 20, 2006, shall refer to Wholesale Auto Receivables Corporation, which was the predecessor to Wholesale Auto Receivables LLC), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives") are acting as representatives, [(i) $[ - ] aggregate principal balance of Class A Floating Rate Asset Backed Notes, Series 20[ ]-[ ] (the "Class A Notes"), (ii) $[ - ] aggregate principal balance of Class B Floating Rate Asset Backed Notes, Series 20[ ]-[ ] (the "Class B Notes"), (iii) $[ - ] aggregate principal balance of Class C Floating Rate Asset Backed Notes, Series 20[ ]-[ ] (the "Class C Notes") and (iv) $[ - ] aggregate principal balance of Class D Floating Rate Asset Backed Notes, Series 20[ ]-[ ] (the "Class D Notes"] and, together with the Class A Notes, the Class B Notes and the Class C Notes, the "Offered Notes") of SWIFT Master Auto Receivables Trust (the "Trust"). [The Trust will also issue to the Depositor, (w) $[ - ] aggregate principal balance of Class E Floating Rate Asset Backed Notes, Series 20[ ]-[ ] (the "Class E Notes" and, together with the Offered Notes, the The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases wholesale receivables (the "Receivables") secured by generated from time to time in a portfolio of revolving financing arrangements with dealers to finance inventories of new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such motor vehicles and collections on the Receivables, and security interests in the machinery financed by the such Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will to be transferred to the Issuing Entity Trust by the Depositor. The Receivables will be Depositor and serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation GMAC LLC ("GMAC" or the "Servicer," or and the term "CFSC"GMAC," with respect to matters prior to July 20, 2006, shall refer to General Motors Acceptance Corporation, which was the predecessor of GMAC LLC). The Offered Notes will be issued pursuant to the Indenture an indenture supplement, to be dated as of April 1, 2008 the Closing Date (as defined below) (as amended and supplemented from time to time, the "IndentureIndenture Supplement"), between the Issuing Entity Trust and U.S. [The Bank National Associationof New York Trust Company, a national banking association N.A.,] as indenture trustee (the "Indenture Trustee"). Simultaneously with , to the issuance and sale of the Notes as contemplated hereinindenture, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement [to be dated as of April 1the Closing Date][dated as of _____ __, 2008 20[ ]], between the Trust and the Indenture Trustee (as amended and supplemented from time to time, the "Sale and Servicing AgreementIndenture"). The Trust [was] [will be] formed pursuant to a trust agreement, among the Issuing Entity[dated] [_____ __, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement 2007,] [to be dated as of April 29, 2008 on or about the Closing Date] (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware)[HSBC Bank USA, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, National Association,] as owner trustee, acting thereunder not in its individual capacity but solely as trustee under of the Trust Agreement (the "Owner Trustee"). GMAC will serve as the initial custodian of the Receivable Files (as defined in a custodian agreement, [to be dated as of the Closing Date,] [dated as of _____ __, 2007,] between the Servicer and the Depositor (as amended and supplemented from time to time, the "Custodian Agreement")), pursuant to the Custodian Agreement, and a trust sale and servicing agreement, [to be dated as of the Closing Date] [dated as of _____ __, 2007] (as amended and supplemented from time to time, the "Trust Sale and Servicing Agreement"), among the Depositor, the Servicer and the Trust. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 15 hereof. Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned to them in Part I of Appendix A to the Trust Sale and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Wholesale Auto Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with Barclays Capital Inc., Deutsche Bank Securities Inc., Citigroup Global Capital Markets Inc., Credit Suisse First Boston LLC, Greenwich Capital Markets, Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and SG Americas Securities, LLC (collectively, the “Underwriters”) as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue Underwriters $182,000,000 aggregate 249,000,000 principal amount of its 4.4275% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”), $427,000,000 principal amount of its 4.790% Class A-2 Notes (the “Class A-2 Notes”), $221,000,000 principal amount of its 4.810% Class A-3 Notes (the “Class A-3 Notes”) and $199,671,000 aggregate 503,000,000 principal amount of its LIBOR plus 0.04% Class A-3 4.94% Asset Backed A-4 Notes (the "“Class A-3 A-4 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”), to be issued by Capital One Auto Finance Trust 2005-D, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all certificates of title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with Deutsche Bank AG, New York Branch to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). On the Closing Date, the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below) dated June 17, 2005, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. Pursuant to this Underwriting Agreement, and subject to the terms hereof, the Seller agrees to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as U.S. $1,400,000,000 Initial Note Balance of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Finance Trust 2005-D)
Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "DepositorSeller") and Capital One Auto Finance, Inc., a Texas corporation, ("COAF"), confirm their agreement with Credit Suisse First Boston Corporation, Banc of America Securities LLC, Deutsche Banc Alex. ▇▇▇▇▇ Inc. and First Union Securities, Inc. (collectively, the "Underwriters") as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue $182,000,000 aggregate Underwriters $ 180,000,000 principal amount of its 1.85875% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate $ 230,000,000 principal amount of its 2.60% Class A-2a 4.09% Asset Backed A-2 Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate $ 580,000,000 principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of its LIBOR + 0.22% Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes,") and $ 210,000,000 principal amount of its 4.88% Class A-4 Notes (the "Class A-4 Notes" and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes"), to be issued by Capital One Auto Finance Trust 2001-B, a Delaware common law trust (the "Trust") under the Indenture (the "Indenture"), dated as of the Closing Date, between Wilmington Trust Company, as owner trustee (the "Owner Trustee") and to sell the Notes to the several underwriters named in Schedule I hereto ▇▇ ▇▇▇▇▇▇ Chase Bank, as indenture trustee (the "Underwriters"), for whom you are acting as representatives (the "RepresentativesIndenture Trustee"). The Notes will be collateralized by the Trust Property (as defined below). The Trust's assets of (the Issuing Entity "Trust Property") will include, among other things, a pool of fixed-rate retail installment sale sales contracts and finance leases installment loans (consisting of initial receivables (the "Initial Receivables") and subsequent receivables (the "Subsequent Receivables", collectively, "Receivables")) originated or purchased by COAF or its affiliates and secured by new and used machinery manufactured primarily by Caterpillar Inc. automobiles and light trucks (the "CaterpillarFinanced Vehicles"), including rights to receive certain payments monies paid or payable on the Receivables after the initial Cutoff Date or, with respect to such Subsequent Receivables, the applicable subsequent Cutoff Date, that are sold by COAF to the Seller and contributed by the Seller to the Trust, such amounts as from time to time may be held in the Collection Account and certain other accounts established and maintained by the Servicer pursuant to the Indenture (including all investments in the Collection Account and such other accounts and all income from the investment of funds therein and proceeds thereof), an assignment of COAF's security interests in the machinery financed Financed Vehicles, certain rights under the Interest Rate Swap Agreement (as defined below) and payments made by the Receivables Credit Suisse First Boston International (the "Swap Counterparty") under the Interest Rate Swap Agreement (as defined below), an assignment of the right to receive proceeds from the exercise of rights against Dealers under agreements between COAF and such Dealers (to the extent related to the Receivables) and the assignment of rights in respect of each Receivable from the applicable Dealer to COAF, an assignment of the right to receive the proceeds from claims on certain insurance policies covering the Financed EquipmentVehicles or the Obligors, an assignment of the rights of the Seller under the Transfer and Assignment Agreement (as defined below) and certain other rights, as more fully described in the Transfer and Assignment Agreement. In addition, the Trust Property will include monies on deposit in the Reserve Fund (including all investments in such account and all income from the investment of funds therein and all proceeds thereof), the funds of which will be drawn upon to fund certain shortfalls in respect of Monthly Available Funds. The Initial Receivables and the related Trust Property will be conveyed to the Seller by COAF pursuant to a transfer agreement, executed on or prior to the Closing Date, between the Seller and COAF (the "Transfer and Assignment Agreement") and, on the Closing Date, will be contributed by the Seller to the Owner Trustee pursuant to the Contribution Agreement (the "Contribution Agreement") dated as of the Closing Date, between the Seller and the Trust. The Subsequent Receivables and the related Trust Property will be conveyed to the Seller by COAF pursuant to the Transfer and Assignment Agreement and one or more assignments (each, an "Assignment) executed after the Closing Date and on or prior to the date which is three months after the Closing Date (the "Funding Period"), and the proceeds thereof. The Receivables will be transferred contributed by the Seller to the Issuing Entity by Trust pursuant to the DepositorContribution Agreement. The Receivables On the Closing Date, the Note Insurer will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, issue a Delaware corporation note guaranty insurance policy (the "Servicer" or Note Guaranty Insurance Policy"CFSC")) guaranteeing certain payments due in respect of the Class A Notes. The Notes will be issued pursuant to On the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to timeClosing Date, the "Indenture"), between Owner Trustee will enter into an interest rate swap agreement with the Issuing Entity and U.S. Bank National Association, a national banking association Swap Counterparty (the "Indenture TrusteeInterest Rate Swap Agreement")) to hedge the floating interest rate on the Class A-3 Notes. Simultaneously The terms of the Class A Notes are set forth in the Registration Statement and the related Prospectus dated December 11, 2001, as supplemented by a Prospectus Supplement dated the date hereof. The Underwriters, COAF and the Seller agree that no Term Sheets have been or will be used in connection with the issuance and sale offering of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Class A Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables Trust 2001-B)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Transportation LLC, a Nevada corporation Series 2014-1 (the "Depositor"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause Caterpillar Financial Asset Trust 2008the sale of the GE Equipment Transportation LLC, Series 2014-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class A-1 A Notes"”), $105,000,000 aggregate principal amount of the Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed B Notes (the “Class A-2b B Notes”) and $199,671,000 aggregate principal amount of the Class A-3 4.94% Asset Backed C Notes (the "“Class A-3 C Notes," ” and together with the Class A-1 Notes, the Class A-2a A Notes and the Class A-2b B Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of April 1June 18, 2008 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Company and U.S. Bank National AssociationCitibank, a national banking association N.A., as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Issuing Entity will issue $33,387,349 be issued in an aggregate initial principal amount of Asset Backed Certificates $726,900,000. The Notes specified on Schedule I hereto (the "Certificates"“Subject Notes”) are being purchased severally and not jointly by the entities specified therein (each an “Underwriter,” and together the “Underwriters”). The Notes will be secured by the Collateral, each such Certificate representing including without limitation, a fractional undivided pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Loans”) and a special unit of beneficial interest (the “Series 2014-1 SUBI”) in a portfolio of TRAC leases of new or used titled transportation equipment and the related equipment (collectively, the “Leases”) and related titled equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the “Titling Trust”) designated as the “Series 2014-1 SUBI” (the “Series 2014-1 SUBI”) and the certificate issued in evidence thereof (the “Series 2014-1 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of June [__], 2014, among the Depositor, GE Capital Title Holding Corp. (“GE Title”) and GECC, GECC will sell, transfer and convey, without recourse, all of its right, title and interest in the Issuing EntityLoans and related assets to the Depositor, and GE Title will sell the Series 2014-1 SUBI Certificate to the Depositor. Capitalized terms used Pursuant to a Receivables Purchase and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be Agreement, dated as of April 1June 18, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement")2014, between the Depositor and BNYM the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Series 2014-1 SUBI Certificate, the Loans and related assets. Pursuant to the Amended and Restated Servicing Agreement, dated as of June 18, 2014 (Delawarethe “Servicing Agreement”) among GECC, as servicer, the Titling Trust and the Company, GECC will service the Loans and the Leases and manage the related equipment. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of vehicles, the related vehicles and certain related assets (collectively, the “Titling Trust Assets”). The Titling Trust was created and is governed by an Amended and Restated Trust Agreement, dated as of April 30, 2012 (the “Titling Trust Agreement”), a Delaware banking corporationamong GE Title (in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and an affiliate of The Bank of New York, a New York banking corporationWilmington Trust Company, as owner UTI trustee under (in such capacity, the “UTI Trustee”), as administrative trustee (in such capacity, the “Administrative Trustee”), and as Delaware Trustee (in such capacity, the “Delaware Trustee”). The Series 2014-1 SUBI Certificate will be issued pursuant to a supplement to the Origination Trust Agreement Agreement, dated as of June 18, 2014 (the "Owner “SUBI Supplement”), between GE Title, as Settlor and Initial Beneficiary and Wilmington Trust Company, as Administrative Trustee", Delaware Trustee, UTI Trustee, and trustee with respect to the Series 2014-1 SUBI (in such capacity, the “SUBI Trustee” and, together with the UTI Trustee, Delaware Trustee and Administrative Trustee, the “Titling Trust Trustees”). Pursuant to the Management Services Agreement dated as of April 30, 2012 (the “Titling Trust Management Agreement”), among the Titling Trust, GE Title, as manager and GECC, GE Title will perform certain managerial and administrative services on behalf of the Titling Trust. Pursuant to the Administration Agreement dated as of February 10, 2012 (the “Titling Trust Administration Agreement”), between GE Title Agent LLC, as collateral agent (the “Titling Trust Collateral Agent”) and GECC, as administrator (the “Titling Trust Administrator”), GECC will perform certain managerial and administrative services on behalf of the Titling Trust Collateral Agent. Pursuant to the Amended and Restated Collateral Agency Agreement dated as of April 30, 2012 (the “Collateral Agency Agreement”), among the Titling Trust, the Titling Trust Collateral Agent and GECC, the Titling Trust Collateral Agent is appointed as collateral agent of the assets of the Titling Trust. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at 0.20000% per annum, the Class A-2 Notes shall bear interest at 0.55% per annum, the Class A-3 Notes shall bear interest at 0.97% per annum, the Class A-4 Notes shall bear interest at 1.48% per annum, the Class B Notes shall bear interest at 1.90% per annum and the Class C Notes shall bear interest at 2.06% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Transportation LLC, Series 2014-1)
Introductory. Caterpillar Triad Financial Funding CorporationSpecial Purpose LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate 196,000,000 principal amount of Class A-1 3.0053.604% Asset Backed Notes (the "Class A-1 Notes"), ;
(b) $105,000,000 aggregate 256,509,000 principal amount of Class A-2a 4.09A-2 4.110% Asset Backed Notes (the "Class A-2a A-2 Notes"), ;
(c) $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 315,719,000 principal amount of Class A-3 4.944.280% Asset Backed Notes (the "Class A-3 Notes,");
(d) $137,075,000 principal amount of Class A-4 4.420% Asset Backed Notes (the "Class A-4 Notes" and together and, collectively with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes") and to sell the Notes to the several underwriters named , "Notes" or "Underwritten Securities"); in Schedule I hereto each case issued by Triad Automobile Receivables Trust 2005-B (the "UnderwritersTrust"). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, for whom you are acting as representatives the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "RepresentativesCertificate"). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1July 28, 2008 2005 (as amended and supplemented from time to time, the "Indenture"), ) by and between the Issuing Entity Trust and U.S. Bank JPMorgan Chase Bank, National Association, a national banking association Association (the "Indenture Trustee"). Simultaneously with The Certificate will represent a beneficial interest in the issuance and sale of the Notes as contemplated hereinTrust, the Issuing Entity assets of which will issue $33,387,349 aggregate principal amount of Asset Backed Certificates include the Receivables and certain other property. The Certificate will be issued pursuant to the Amended and Restated Trust Agreement (the "CertificatesTrust Agreement") to be dated as of July 28, 2005 between the Depositor, Triad Financial Corporation ("Triad") and Wilmington Trust Company (the "Owner Trustee"). Payments in respect of the Certificate, each such Certificate representing a fractional undivided interest to the extent specified in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to be the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the "Receivables"), sold by Triad to the Depositor pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of April 1July 28, 2008 2005, and certain monies due or in some cases received thereunder on or after June 30, 2005. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (as amended the "Servicer" or "Triad"), pursuant to the Sale and supplemented from time to time, Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement ) to be dated as of April 29July 28, 2008 (as amended 2005 by and supplemented from time to timeamong the Depositor, the Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a note insurance policy (the "Note Policy"), issued by Financial Security Assurance Inc., a financial guaranty insurance company incorporated under the laws of the State of New York (the "Insurer"). In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of July 28, 2005 (the "Insurance Agreement") and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of July 28, 2005 (the "Indemnification Agreement"), between . Capitalized terms used herein and not otherwise defined shall have the Depositor meanings given them in the Sale and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Financial Special Purpose LLC)
Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2008-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing EntityIssuer") ), to issue $182,000,000 320,000,000 aggregate principal amount of Advanta Business Card Master Trust Class A-1 3.005% A Asset Backed Notes Notes, Series 2000-C (the "Class A-1 A Notes"), $105,000,000 38,000,000 aggregate principal amount of Advanta Business Card Master Trust Class A-2a 4.09% B Asset Backed Notes Notes, Series 2000-C (the "Class A-2a B Notes"), $122,000,000 28,000,000 aggregate principal amount of Advanta Business Card Master Trust Class A-2b Floating Rate C Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes , Series 2000-C (the "Class A-3 C Notes," and together with the Class A-1 A Notes and the Class B Notes, the "Offered Securities") and $14,000,000 aggregate principal amount of Advanta Business Card Master Trust Class D Asset Backed Notes, Series 2000-C (the "Class D Notes" and together with the Class A Notes, the Class A-2a B Notes and the Class A-2b C Notes, the "Notes") and ). The Issuer is a common law trust formed pursuant to sell the Notes to the several underwriters named in Schedule I hereto a Trust Agreement, dated as of August 1, 2000 (the "UnderwritersTrust Agreement")) between the Company and Wilmington Trust Company, for whom you are acting as representatives owner trustee (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSCOwner Trustee"). The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of April August 1, 2008 2000 (as amended and supplemented from time to time, the "Master Indenture"), between the Issuing Entity Issuer and U.S. Bank National AssociationBankers Trust Company, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously , as supplemented by the Series 2000-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇plement with the issuance and sale of respect to the Notes dated as contemplated hereinof November 16, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates 2000 (the "CertificatesIndenture Supplement" and together with the Master Indenture, the "Indenture"). The assets of the Issuer will include, each such Certificate representing among other things, Receivables in a fractional undivided interest in portfolio of MasterCard business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed Issuer pursuant to them in the Sale a Transfer and Servicing Agreement to be Agreement, dated as of April August 1, 2008 2000 (as amended and supplemented from time to time, the "Sale Transfer and Servicing Agreement"), among between the Issuing EntityCompany, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the Depositor "Servicer"), and the Servicer orIssuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, if not defined therein2 pursuant to a Receivables Purchase Agreement, in the Indenture or the Trust Agreement to be dated as of April 29August 1, 2008 2000 (as amended and supplemented from time to time, the "Trust Receivables Purchase Agreement"), between the Depositor Company and BNYM (Delaware)Advanta. Advanta has granted a security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement 2000 (the "Owner TrusteeSecurity Agreement"), between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Administration Agreement"), between Advanta, as administrator (in such capacity, the "Administrator"), and the Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. Advanta and the Company hereby agree with the underwriters for the Class A Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"), and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Recievables Corp)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082014-A (the "“Issuing Entity"”) to issue $182,000,000 aggregate 393,000,000 principal amount of Class A-1 3.0050.20000% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and $199,671,000 aggregate ), $ 405,000,000 principal amount of Class A-3 4.94A-2-A 0.48% Asset Backed Notes (the "“Class A-2-A Notes”), $405,000,000 principal amount of Class A-2-B LIBOR + 0.18% Asset Backed Notes (the “Class A-2-B Notes”, and together with the Class A-2-A Notes, the “Class A-2 Notes”), $564,290,000 principal amount of Class A-3 0.68% Asset Backed Notes (the “Class A-3 Notes," ”) and $220,000,000 principal amount of Class A-4 0.90% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 1, 2014, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2014-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover automobile leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated April 1, 2014, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On April 9, 2014 (the “2014-A Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2014-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 1, 2014, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2014-A Exchange Note (the “2014-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2014-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2014-A Reference Pool as of the close of business on February 28, 2014 (the “2014-A Cutoff Date”). The Lender will sell the 2014-A Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of April 1, 2014, between the Lender and the Depositor, and the Depositor will sell the 2014-A Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), dated as of April 1, 2014, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2014-A Reference Pool pursuant to a 2014-A Servicing Supplement (as amended and supplemented from time to time, the “2014-A Servicing Supplement”), dated as of April 1, 2014, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2014-A)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082016-A (the "“Issuing Entity"”) to issue $182,000,000 aggregate 280,000,000 principal amount of Class A-1 3.0050.65000% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 429,000,000 principal amount of Class A-3 4.94A-2A 1.34% Asset Backed Notes (the "“Class A-2A Notes”), $184,000,000 principal amount of Class A-2B LIBOR + 0.56% Asset Backed Notes (the “Class A-2B Notes”, and together with the Class A-2A Notes, the “Class A-2 Notes”), $325,000,000 principal amount of Class A-3 1.52% Asset Backed Notes (the “Class A-3 Notes," ”) and $79,930,000 principal amount of Class A-4 1.69% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of March 1, 2016, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2016-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used pursuant to an Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Restated Trust Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), among the Issuing Entitydated March 1, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement")2016, between the Depositor and BNYM (Delaware)Wilmington Trust, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationNational Association, as owner trustee under (in such capacity, the Trust Agreement “Owner Trustee”), the Issuing Entity will issue asset backed certificates (the "Owner Trustee"“Certificates”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor.
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2016-A)
Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2017-A, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial sell $313,220,000 aggregate principal amount of Asset Trust 2008Backed Fixed Rate Notes, Class A, Series 2017-A (the "Issuing Entity") to issue “Class A Notes”), $182,000,000 106,270,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes Fixed Rate Notes, Class B, Series 2017-A (the "“Class A-1 B Notes"”), and $105,000,000 50,340,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Fixed Rate Notes, Class A-2a Notes")C, $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Series 2017-A (the “Class A-2b C Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A Notes and the Class A-2b B Notes, the "“Purchased Notes"”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of April 19, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of April 19, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of 19, 2017 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and to sell the Notes to the several underwriters named in Schedule I hereto Wilmington Trust, National Association (the "Underwriters"), for whom you are acting as representatives (the "Representatives"“Receivables Trust Trustee”). The assets of the Issuing Entity Receivables Trust will include, among other things, a pool consist primarily of fixed-rate certain retail installment sale sales contracts and finance leases (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar made to finance customer purchases of Merchandise from Conn Appliances, Inc. ("Caterpillar"“Conn Appliances”), including rights which were previously conveyed to receive Conn Credit I, L.P. (the “Seller”) and certain payments with respect related rights. The Receivables Trust Certificate will be sold to such Receivablesthe Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of April 19, 2017 (the “Purchase and security interests in Sale Agreement”), between the machinery financed Depositor and the Issuer. The Class R Notes will be retained by the Receivables (Depositor on the "Financed Equipment"), and the proceeds thereofClosing Date. The Receivables will be transferred sold (i) by the Seller to the Issuing Entity Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of April 19, 2017 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the DepositorDepositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of April 19, 2017 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Issuing Entity Receivables Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Conn Appliances pursuant to the Indenture terms of a Servicing Agreement, to be dated as of April 119, 2008 2017 (as amended and supplemented from time to timethe “Servicing Agreement”), among the Issuer, the "Indenture"Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of April 19, 2017 (the “Back-Up Servicing Agreement”), between among the Issuing Entity Receivables Trust, the Servicer, the Issuer, the Trustee and U.S. Bank National AssociationSST, a national banking association as back-up servicer (in such capacity, the "Indenture Trustee"“Back-Up Servicer”). Simultaneously In connection with the issuance and sale of the Notes as contemplated hereinNotes, the Issuing Entity Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue $33,387,349 aggregate principal amount also enter into a Third Amended and Restated Intercreditor Agreement, to be dated as of Asset Backed Certificates April 19, 2017 (the "Certificates"“Intercreditor Agreement”), each such Certificate representing a fractional undivided interest in with Bank of America, N.A., as collateral agent, providing for the Issuing Entityrelease of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be April 19, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 1:45 p.m. New York City time on April 11, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 1:00 p.m. New York City time on April 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated April 4, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-A ABS Investor Presentation, dated April 5, 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “Conn17a_Pricing Scenario.sss” (the “Data File”), (v) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit A” (the “Static Pool Appendix File”), (vi) the Microsoft Excel file entitled “CON17A CF for EV 040717” (the “Intex Runs File”) and (vii) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit C” (the “Replines File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data, the Data File, the Intex Runs File and the Static Pool Appendix File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of April 1, 2008 (as amended and supplemented from time to timethe Closing Date, the "Time of Sale and Servicing Agreement")Information, among taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the Issuing Entity, the Depositor and the Servicer or, if not defined statements therein, in the Indenture light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the Trust Agreement time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to be the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated as the date hereof, including pricing-dependent information, for the offering of April 29the Purchased Notes, 2008 in form and substance reasonably acceptable to the Initial Purchasers (as amended and supplemented from time to timethe “Offering Memorandum”). Each of the Issuer, the "Trust Agreement")Depositor, between Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the Depositor use of the Preliminary Offering Memorandum, the other Time of Sale Information and BNYM (Delaware)the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, a Delaware banking corporationthe Issuer, the Depositor, Conn Appliances and an affiliate of The Bank of New YorkConn’s, a New York banking corporation, as owner trustee Inc. understand that the Purchased Notes have not been and will not be registered under the Trust Agreement (Securities Act in reliance on certain exemptions from the "Owner Trustee")registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2015-4 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 460,000,000 aggregate principal amount of Class A-1 3.0050.82% Asset Backed Notes Notes, Class A-2 (the "“Class A-1 A-2 Notes"”), $105,000,000 340,000,000 aggregate principal amount of Class A-2a 4.091.23% Asset Backed Notes (the "Notes, Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 100,000,000 aggregate principal amount of Class A-3 4.941.44% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Underwritten Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc. are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"”), pursuant to the terms of this underwriting agreement dated October 14, 2015 by and among the Company, American Honda Finance Corporation (“AHFC”), Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The assets Underwritten Notes are to be issued together with $292,000,000 aggregate principal amount of the Issuing Entity will include0.40000% Asset Backed Notes, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class A-1 (the "Receivables") secured by new “Class A-1 Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"together with the Underwritten Notes, the “Notes”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed . The Class A-1 Notes will be retained by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Company. The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1October 22, 2008 2015 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. The Bank National Association, a national banking association of New York Mellon (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 30,568,788.34 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Restated Trust Agreement", dated October 22, 2015 (the “Trust Agreement”), between the Depositor Company and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The U.S. Bank of New York, a New York banking corporationTrust National Association, as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2015-4 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Midticket LLC, a Nevada corporation Series 2012-1 (the "Depositor"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause Caterpillar Financial Asset Trust 2008the sale of the GE Equipment Midticket LLC, Series 2012-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class A-1 A Notes"”), $105,000,000 aggregate principal amount of and Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed B Notes (the “Class A-2b B Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," ” and together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of April 1September 26, 2008 2012 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Company and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Issuing Entity will issue $33,387,349 be issued in an aggregate initial principal amount of Asset Backed Certificates $541,590,000. The Notes specified on Schedule I hereto (the "Certificates"“Subject Notes”) are being purchased by the entities specified therein (each an “Underwriter,” and together the “Underwriters”). The Notes will be secured by the Collateral, each such Certificate representing including without limitation, a fractional undivided interest in pool of equipment loans and leases secured by industrial equipment, construction equipment, technology and telecommunications equipment, furniture and fixtures, transportation equipment, maritime assets or other equipment and the Issuing Entityrelated security interests in, or ownership of, the equipment financed thereby (collectively, the “Receivables”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed Pursuant to them in the a Receivables Sale and Servicing Agreement to be Agreement, dated as of April 1September 26, 2008 2012 (as amended and supplemented from time to time, the "“Receivables Sale and Servicing Agreement"”), among the Issuing EntityDepositor, GECC, VFS Financing, Inc. (“VFS”) and NMHG Financial Services, Inc. (“NMHG”, and together with GECC, and VFS, the Depositor “Originators”), GECC and the Servicer orother Originators will sell the Receivables to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29September 26, 2008 2012 (as amended the “Receivables Purchase and supplemented from time to time, the "Trust Sale Agreement"”), between the Depositor and BNYM the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Receivables. Pursuant to the Servicing Agreement, dated as of September 26, 2012 (Delaware)the “Servicing Agreement”) between GECC, a Delaware banking corporationas servicer, and an affiliate of the Company, GECC will service the Receivables. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Bank of New YorkClass A-1 Notes shall bear interest at 0.23000% per annum, a New York banking corporationthe Class A-2 Notes shall bear interest at 0.47% per annum, as owner trustee under the Trust Agreement (Class A-3 Notes shall bear interest at 0.60% per annum, the "Owner Trustee")Class A-4 Notes shall bear interest at 0.78% per annum and the Class B Notes shall bear interest at 1.16% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Midticket LLC, Series 2012-1)
Introductory. Caterpillar Financial Funding Nissan Motor Acceptance Corporation, a Nevada California corporation (“NMAC” or “Servicer”), and Nissan Auto Receivables Corporation II, a Delaware corporation (the "“Depositor"” or “Seller”), proposes to cause Caterpillar Financial Asset Trust 2008-A hereby confirm their agreement with ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Issuing Entity"“Representative”) and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the “Underwriters”) with respect to issue the purchase by the Underwriters of $182,000,000 158,000,000 aggregate principal amount of Class A-1 3.0050.23000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 222,000,000 aggregate principal amount of Class A-2a 4.090.40% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 336,000,000 aggregate principal amount of Class A-2b Floating Rate 0.67% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 84,000,000 aggregate principal amount of Class A-3 4.941.30% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," and together with ”) (collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the “Notes”), of Nissan Auto Receivables 2013-C Owner Trust, a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein. Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the “Certificates”) with an original certificate balance of at least $33,333,333.31. The Notes and the Class A-2b Notes, Certificates shall collectively be referred to herein as the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). “Securities.” The Notes will be issued pursuant to the Indenture to be an indenture, dated as of April 1December 11, 2008 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationAssociation (“U.S. Bank”), a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance The Certificates will be issued pursuant to an amended and sale of the Notes as contemplated hereinrestated trust agreement, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1December 11, 2008 2013 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and BNYM Wilmington Trust, National Association (Delaware“Wilmington Trust”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under (in such capacity, the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement (the "Owner Trustee")Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Nissan Auto Receivables 2013-C Owner Trust)
Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2019-B, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue sell $182,000,000 317,150,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes Fixed Rate Notes, Class A, Series 2019-B (the "“Class A-1 A Notes"”), $105,000,000 85,540,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes Fixed Rate Notes, Class B, Series 2019-B (the "“Class A-2a B Notes"”), and $122,000,000 83,270,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Fixed Rate Notes, Class C, Series 2019-B (the “Class A-2b C Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A Notes and the Class A-2b B Notes, the "“Purchased Notes"” or the “Offered Series 2019-B Notes”)) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2019-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of November 26, 2019 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of November 26, 2019 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2019-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of November 26, 2019 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and to sell the Notes to the several underwriters named in Schedule I hereto Wilmington Trust, National Association (the "Underwriters"), for whom you are acting as representatives (the "Representatives"“Receivables Trust Trustee”). The assets of the Issuing Entity Receivables Trust will include, among other things, a pool consist primarily of fixed-rate certain retail installment sale sales contracts and finance leases installment loans (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar made to finance customer purchases of Merchandise from Conn Appliances, Inc. ("Caterpillar"“Conn Appliances”), including rights which were previously conveyed to receive Conn Credit I, LP (the “Seller”) and certain payments with respect related rights. The Receivables Trust Certificate will be sold to such Receivablesthe Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of November 26, 2019 (the “Purchase and security interests in Sale Agreement”), between the machinery financed Depositor and the Issuer. The Class R Notes will be retained by the Receivables Depositor on the Closing Date (the "Financed Equipment"as defined below), and the proceeds thereof. Conn’s 2019-B: Note Purchase Agreement The Receivables will be transferred sold (i) by the Seller to the Issuing Entity Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of November 26, 2019 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the DepositorDepositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of November 26, 2019 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Issuing Entity Receivables Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Conn Appliances pursuant to the Indenture terms of a Servicing Agreement, to be dated as of April 1November 26, 2008 2019 (as amended and supplemented from time to timethe “Servicing Agreement”), among the Issuer, the "Indenture"Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of November 26, 2019 (the “Back-Up Servicing Agreement”), between among the Issuing Entity Receivables Trust, the Servicer, the Issuer, the Trustee and U.S. Bank National AssociationSST, a national banking association as back-up servicer (in such capacity, the "Indenture Trustee"“Back-Up Servicer”). Simultaneously In connection with the issuance and sale of the Notes as contemplated hereinNotes, the Issuing Entity Conn’s Receivables 2017-B Trust, the Conn’s Receivables 2018-A Trust, the Conn’s Receivables 2019-A Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue $33,387,349 aggregate principal amount also enter into an Eighth Amended and Restated Intercreditor Agreement, to be dated as of Asset Backed Certificates November 26, 2019 (the "Certificates"“Intercreditor Agreement”), each such Certificate representing a fractional undivided interest in with J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as collateral agent, providing for the Issuing Entityrelease of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them set forth in the Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be November 26, 2019, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Conn’s 2019-B: Note Purchase Agreement Prior to 3:57 p.m. New York City time on November 19, 2019 (i.e, the date and time the first Contract of Sale (as defined below) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated November 14, 2019 (the “Preliminary Offering Memorandum”), (ii) the CONN 2019-B ABS Investor Presentation, initially provided to investors on November 14, 2019 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2019B_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2019-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of April 1, 2008 (as amended and supplemented from time to timethe Closing Date, the "Time of Sale and Servicing Agreement")Information, among taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the Issuing Entity, the Depositor and the Servicer or, if not defined statements therein, in the Indenture light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the Trust Agreement time and date on which such new Contracts of Sale were entered into. The Depositor will prepare and deliver to be the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated as the date hereof, including pricing-dependent information, for the offering of April 29the Purchased Notes, 2008 in form and substance reasonably acceptable to the Initial Purchasers (as amended and supplemented from time to timethe “Offering Memorandum”). Each of the Issuer, the "Trust Agreement")Depositor, between Conn Appliances and Conn’s, Inc. hereby confirms that it has authorized the Depositor use of the Preliminary Offering Memorandum, the other Time of Sale Information and BNYM (Delaware)the Offering Memorandum in connection with the offering and resale of the Purchased Notes by the Initial Purchasers in accordance with the terms hereof. The Initial Purchasers, a Delaware banking corporationthe Issuer, the Depositor, Conn Appliances and an affiliate of The Bank of New YorkConn’s, a New York banking corporation, as owner trustee Inc. understand that the Purchased Notes have not been and will not be registered under the Trust Agreement (Securities Act in reliance on certain exemptions from the "Owner Trustee")registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, a Nevada corporation National Association (the "DepositorChase USA"), proposes a national banking association and The Chase Manhattan Bank ("Chase"), a New York banking corporation (each, a "Bank", and together referred to cause Caterpillar Financial Asset herein as the "Banks"), propose to form Chase Manhattan Marine Owner Trust 20081997-A (the "Issuing EntityTrust") to issue sell $182,000,000 41,800,000 aggregate principal amount of Class A-1 3.005_____% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 55,600,000 aggregate principal amount of Class A-2a 4.09A-2 _____% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 50,600,000 aggregate principal amount of Class A-3 4.94_____% Asset Backed Notes (the "Class A-3 Notes"), $37,300,000 aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes"), $29,300,000 aggregate principal amount of Class A-5 ____% Asset Backed Notes (the "Class A-5 Notes") and $27,700,000 aggregate principal amount of Class A-6 _____% Asset Backed Notes (the "Class A-6 Notes," and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-2b NotesA-5, the "Class A Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale sales contracts and finance leases purchase money notes and other notes (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables boats (the "Financed EquipmentBoats") and certain monies received or due thereunder after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Trust by the DepositorBanks, and serviced by The CIT Group/Sales Financing, Inc. ("CITSF") and in its capacity as Servicer, the "Servicer"), or by a successor Servicer. The Pool Balance of the Receivables will be serviced for as of the Issuing Entity by Caterpillar Financial Services Corporationclose of business on October 1, a Delaware corporation 1997 (the "Servicer" or Cutoff Date"CFSC) was equal to $266,262,029.25 (the "Cutoff Date Pool Balance"). The Class A Notes will be issued pursuant to the Indenture to be dated as of April October 1, 2008 1997 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Norwest Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Issuing Entity Trust will issue (a) $33,387,349 10,650,000 aggregate principal amount of Class B _____% Asset Backed Notes (the "Class B Notes") and $17,312,029.25 aggregate principal amount of Class C ______% Asset Backed Notes (the "Class C Notes," and together with the Class B Notes, the "Junior Notes") pursuant to the Indenture, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class B and Class C Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") among the Banks and Chase Securities Inc. and (b) Asset Backed Certificates (the "Certificates") pursuant to an Amended and Restated Trust Agreement to be dated as of October 1, 1997 (as amended and supplemented from time to time, the "Trust Agreement"), among the Banks and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each such Certificate representing a fractional undivided interest in the Issuing EntityTrust. The Certificates will be retained by the Banks and will not be sold pursuant to the Underwriting Agreements. The Class A Notes and the Junior Notes are sometimes referred to collectively herein as the "Notes". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April October 1, 2008 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor and the Servicer orBanks, if not defined thereinas Sellers, and the Servicer. This is to confirm the agreement concerning the purchase of the Class A Notes from the Banks by the several underwriters named in the Indenture or the Trust Agreement to be dated as of April 29, 2008 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementClass A Underwriters"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom Chase Securities Inc. is acting as owner trustee under the Trust Agreement representative (the "Owner TrusteeRepresentative").
Appears in 1 contract
Sources: Class a Underwriting Agreement (Chase Manhattan Bank Usa)
Introductory. Caterpillar Financial Funding CorporationMercedes-Benz Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 2008-A 20[__]-[_] (the "“Issuing Entity"”) to issue $182,000,000 aggregate [●] principal amount of Class A-1 3.005[●]% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate [●] principal amount of [[Class A-2A [●]%] [Class A-2B Floating Rate]] Asset Backed Notes (the “Class A-2 Notes”), $[●] principal amount of Class A-3 4.94[●]% Asset Backed Notes (the "“Class A-3 Notes," ”), $[●] principal amount of Class A-4 [●]% Asset Backed Notes (the “Class A-4 Notes”) and $[●] principal amount of Class B [●]% Asset Backed Notes, (the “Class B Notes”, and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Notes"”) and to sell [a portion of] the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in the respective amounts listed on Schedule I hereto (the “Underwritten Notes”), to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of [________], 20[__], between the Issuing Entity and [●], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 20[__]-[_] Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle [and smart automobile] leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated [________], 20[__], between the Issuing Entity Depositor and U.S. Bank National Association[●], a national banking association as owner trustee (in such capacity, the "Indenture “Owner Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Mercedes-Benz Vehicle Trust, the titling trust (the “Titling Trust”) is governed by the Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of January 31, 2023, among Mercedes-Benz Financial Services USA LLC (“MBFS USA”), as titling trust administrator, Mercedes-Benz Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware, as trustee (the “Titling Trustee”). On [________], 20[__] (the “20[__]-[_] Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Second Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of May 1, 2023, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Collateral Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 20[__]-[_] Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of [________], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 20[__]-[_] Exchange Note (the “20[__]-[_] Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 20[__]-[_] Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool as of the close of business on [________], 20[__] (the “20[__]-[_] Cutoff Date”). The Lender will sell the 20[__]-[_] Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of [________], 20[__], between the Lender and the Depositor, and the Depositor will sell the 20[__]-[_] Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the “Second-Tier Sale Agreement”), dated as of [________], 20[__], between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool pursuant to a 20[__]-[_] Servicing Supplement (as amended and supplemented from time to time, the “20[__]-[_] Servicing Supplement”), dated as of [________], 20[__], among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Second Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of May 1, 2023, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of [________], 20[__] among [●], a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Vehicle Trust)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082010-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 268,750,000 principal amount of 0.35377% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 172,000,000 principal amount of 0.81% Class A-3 4.94% A-2 Asset Backed Notes (the "“A-2 Notes”); $396,000,000 principal amount of 1.54% Class A-3 Asset Backed Notes (the “A-3 Notes," ”); $205,210,000 principal amount of 2.49% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); $32,224,000 principal amount of 4.04% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April March 1, 2008 2010 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed Systems & Services Technologies, Inc. (“SST”) to act as backup servicer of the Receivables pursuant to the Backup Servicing Agreement, dated as of March 1, 2010 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, SST, as backup servicer, and the Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April March 1, 2008 2010 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29March 1, 2008 2010 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 12:24 p.m. (New York time) on March 19, 2010 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated March 17, 2010, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated March 19, 2010 (the “Preliminary Prospectus Supplement”) to the base prospectus dated March 17, 2010 (the “Preliminary Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2010-A)
Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2008sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $182,000,000 387,000,000 aggregate principal amount of Class A-1 3.0052.79% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $457,000,000 aggregate principal amount of 3.76% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $264,000,000 aggregate principal amount of 4.39% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2002-B Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $444,000,000 aggregate principal amount of 1.91375% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the ")Class A Notes") and (ii) a revolving liquidity note dated May 23, $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes 2002 (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes,Liquidity Note" and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b A Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto ). The Trust will also issue a non-interest bearing subordinated seller's interest (the "UnderwritersSubordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust and will be deemed to have a principal balance $48,001,788 as of the closing date. Neither the Class A-1 Notes nor the Subordinated Seller's Interest will be sold hereunder. Deutsche Bank Securities Inc. ▇▇▇ Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as represe▇▇▇▇▇▇▇s for whom you are acting as representatives (the Class ▇-▇, ▇las▇ ▇-▇ and Class A-4 Underwriters, and in such capacities shall herein be the "Representatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after April 1, 2002 (the "Cutoff Date") and the other property and the proceeds thereofthereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of May 1, 2002 (the "Sale and Servicing Agreement") among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be transferred sold by TMCC to the Issuing Entity by the Depositor. The Seller pursuant to a Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation Purchase Agreement (the "Servicer" or Receivables Purchase Agreement"CFSC")) to be dated as of May 1, 2002 between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, TMCC will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. The Notes will be issued pursuant to the Indenture to be dated as of April May 1, 2008 2002 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. The Bank National Association, a national banking association of New York (the "Indenture Trustee"). Simultaneously with TMCC has caused the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed Seller to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or form the Trust pursuant to an Amended and Restated Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement")) dated as of May 1, 2002, between the Depositor Seller, as depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The U.S. Bank of New York, a New York banking corporation, Trust National Association as owner trustee under the Trust Agreement (the "Owner Trustee"). TMCC will be obligated to make certain advances to the Trust under the Liquidity Note pursuant to the TMCC Revolving Liquidity Note Agreement (the "Revolving Liquidity Note Agreement") dated as of May 23, 2002 between TMCC and the Trust. As used herein, the term "Basic Documents" refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement and the Revolving Liquidity Note Agreement. This Underwriting Agreement shall hereinafter be referred to as "this Agreement". Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationChase Bank USA, National Association, a Nevada corporation national banking association (the "Depositor"“Bank”), proposes to cause Caterpillar Financial Asset has formed Chase Auto Owner Trust 20082005-A (the "Issuing Entity"“Trust”) to issue $182,000,000 600,000,000 aggregate principal amount of Class A-1 3.0053.49% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 540,000,000 aggregate principal amount of Class A-2 3.72% Asset Backed Notes (the “Class A-2 Notes”), $790,000,000 aggregate principal amount of Class A-3 4.943.87% Asset Backed Notes (the "“Class A-3 Notes," ”) and $240,900,000 aggregate principal amount of Class A-4 3.98% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"”). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables automobiles (the "“Financed Equipment")Vehicles”) and certain monies received thereunder on or after the opening of business on May 26, and the proceeds thereof. The 2005, such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $2,300,367,491. The Notes will be issued pursuant to the Indenture to be dated as of April 1May 26, 2008 2005 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated described herein, the Issuing Entity Trust will issue $33,387,349 50,360,000 aggregate principal amount of 4.04% Asset Backed Certificates (the "“Certificates"”) pursuant to the Amended and Restated Trust Agreement to be dated as of May 26, 2005 (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), each such Certificate representing a fractional undivided ownership interest in the Issuing EntityTrust, which will be sold pursuant to an underwriting agreement dated the date hereof (the “Certificate Underwriting Agreement” and, together with this Agreement, the “Underwriting Agreements”) among the Bank and the underwriter named therein (the “Certificate Underwriter”). The Notes and the Certificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April 1May 26, 2008 2005 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Depositor Trust and BNYM the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (Delawarecollectively, the “Offered Notes”) from the Bank by the several underwriters named in Schedule I hereto (the “Underwriters”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Auto Owner Trust 2005-A)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2016-2 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 436,900,000 aggregate principal amount of Class A-1 3.0050.62000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 420,000,000 aggregate principal amount of Class A-2a 4.091.13% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 500,000,000 aggregate principal amount of Class A-2b Floating Rate 1.39% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 143,100,000 aggregate principal amount of Class A-3 4.941.62% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Barclays Capital Inc. and Mitsubishi UFJ Securities (USA), Inc. are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated May 24, 2016 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"), “AHFC”) and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation Representatives (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1May 31, 2008 2016 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 38,461,538.88 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have Restated Trust Agreement, dated May 31, 2016 (the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), among the Issuing EntityCompany, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationMellon, as owner trustee under (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust Agreement will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the "Owner Trustee"“Receivables”) and certain monies due thereunder on or after May 1, 2016 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of May 31, 2016 (the “Asset Representations Review Agreement”) among the Trust, AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2016-2 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082016-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 174,900,000 principal amount of 0.67% Class A-1 3.005% Asset Backed Notes (the "“Class A-1 Notes"”), ; $105,000,000 aggregate 161,500,000 principal amount of 1.22% Class A-2a 4.09% Asset Backed Notes (the "“Class A-2a Notes"”), ; $122,000,000 aggregate 161,500,000 principal amount of Floating Rate Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”) and $199,671,000 aggregate 265,000,000 principal amount of 1.48% Class A-3 4.94% Asset Backed Notes (the "“Class A-3 Notes," ”); $67,990,000 principal amount of 1.79% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Class A Notes"”); and $19,110,000 principal amount of 2.19% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April February 1, 2008 2016 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). 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 to be dated as of February 1, 2016 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April February 1, 2008 2016 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer Servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29February 1, 2008 2016 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). Prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 10:45 a.m. (New York time) on February 10, 2016 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated February 4, 2016 (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated February 4, 2016 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on February 4, 2016. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2016-A)
Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2022-A, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial sell $275,600,000 aggregate principal amount of Asset Trust 2008Backed Fixed Rate Notes, Class A, Series 2022-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A Notes”) and $199,671,000 132,090,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes Fixed Rate Notes, Class B, Series 2022-A (the "“Class A-3 B Notes," ”, and together with the Class A-1 A Notes, the “Purchased Notes” or the “Offered Series 2022-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with $63,090,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A-2a C, Series 2022-A (the “Class C Notes”) and the Asset Backed Class R Notes, Series 2022-A (the “Class R Notes” and, collectively with the Class C Notes and the Class A-2b Purchased Notes, the "“Notes"”) will be issued pursuant to a Base Indenture, to be dated as of July 21, 2022 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of July 21, 2022 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Computershare Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in Conn’s Receivables 2022-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of July 21, 2022 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and to sell the Notes to the several underwriters named in Schedule I hereto Wilmington Trust, National Association (the "Underwriters"), for whom you are acting as representatives (the "Representatives"“Receivables Trust Trustee”). The assets of the Issuing Entity Receivables Trust will include, among other things, a pool consist primarily of fixed-rate certain retail installment sale sales contracts and finance leases installment loans (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar made to finance customer purchases of Merchandise from Conn Appliances, Inc. ("Caterpillar"“Conn Appliances”), including rights which were previously conveyed to receive Conn Credit I, LP (the “Seller”) and certain payments with respect related rights. The Receivables Trust Certificate will be sold to such Receivablesthe Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of July 21, 2022 (the “Purchase and security interests in Sale Agreement”), between the machinery financed Depositor and the Issuer. The Class C Notes and the Class R Notes will be retained by the Receivables Depositor on the Closing Date (the "Financed Equipment"as defined below), and the proceeds thereof. The Receivables will be transferred sold (i) by the Seller to the Issuing Entity Depositor pursuant to a First Receivables Purchase Agreement, to be dated as of July 21, 2022 (the “First Receivables Purchase Agreement”), between the Seller and the Depositor, and (ii) by the DepositorDepositor to the Receivables Trust pursuant to a Second Receivables Purchase Agreement, to be dated as of July 21, 2022 (the “Second Receivables Purchase Agreement”), between the Depositor and the Receivables Trust. The Receivables will be serviced for the Issuing Entity Receivables Trust by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Conn Appliances pursuant to the Indenture terms of a Servicing Agreement, to be dated as of April 1July 21, 2008 2022 (as amended and supplemented from time to timethe “Servicing Agreement”), among the Issuer, the "Indenture"Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will act as the back-up servicer of the Receivables pursuant to the terms of a Back-Up Servicing Agreement, to be dated as of July 21, 2022 (the “Back-Up Servicing Agreement”), between among the Issuing Entity Receivables Trust, the Servicer, the Issuer, the Trustee and U.S. Bank National AssociationSST, a national banking association as back-up servicer (in such capacity, the "Indenture Trustee"“Back-Up Servicer”). Simultaneously In connection with the issuance and sale of the Notes as contemplated hereinNotes, the Issuing Entity Conn’s Receivables 2021-A Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will issue $33,387,349 aggregate principal amount also enter into an Eleventh Amended and Restated Intercreditor Agreement, to be dated as of Asset Backed Certificates July 21, 2022 (the "Certificates"“Intercreditor Agreement”), each such Certificate representing a fractional undivided interest in with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., as collateral agent, providing for the Issuing Entityrelease of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them set forth in the Sale Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Servicing Conn’s, Inc. hereby agree that the “Closing Date” shall be July 21, 2022, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be dated as made without registration of April 1the Purchased Notes under the Securities Act of 1933, 2008 (as amended and supplemented (the “Securities Act”), in reliance upon exemptions from time to timethe registration requirements of the Securities Act. For purposes of this Agreement, the "Indenture, the Notes, the Trust Agreement, the Purchase and Sale and Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to timeBack-Up Servicing Agreement, the "Trust Agreement"), between Intercreditor Agreement and this Agreement are collectively referred to herein as the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")“Transaction Documents”.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. Caterpillar Financial Funding CorporationWFN Credit Company, a Nevada corporation LLC (the "Depositor"), “WFN LLC”) proposes to cause Caterpillar World Financial Asset Network Credit Card Master Note Trust 2008-A (the "Issuing Entity"“Issuer”) to issue $182,000,000 110,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A-1 3.005% A Fixed Rate Asset Backed Notes Notes, Series 2009-C (the "“Class A-1 A Notes"”), $105,000,000 5,221,519 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A-2a 4.09% M Fixed Rate Asset Backed Notes Notes, Series 2009-C (the "“Class A-2a M Notes"”), $122,000,000 6,613,925 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A-2b Floating B Fixed Rate Asset Backed Notes Notes, Series 2009-C (the “Class A-2b B Notes”) ), and $199,671,000 17,405,064 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A-3 4.94% C Fixed Rate Asset Backed Notes Notes, Series 2009-C (the "“Class A-3 C Notes," and together with ”) (collectively, the Class A-1 A Notes, the Class A-2a M Notes, the Class B Notes and the Class A-2b C Notes are the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes”. The Class M Notes, the "Class B Notes and the Class C Notes (collectively, the “Purchased Notes"”) will be offered and sold directly by WFN LLC to sell World Financial Network National Bank (the “Bank”) (such offers and sales referred to herein, collectively, as the “Purchased Notes to Transaction”). One or more of the several underwriters named in for the Class A Notes listed on Schedule I A hereto (the "“Underwriters"), for whom you are acting as representatives (”) is a financial institution appearing on the "Representatives"). The assets Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Issuing Entity will include, among other thingsFederal Reserve Bank of New York (each such financial institution, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"“Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the proceeds thereofFederal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, 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”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 8, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Receivables will be transferred Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the Issuing Entity “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationInstrument of Resignation, a Delaware corporation Appointment and Acceptance (the "Servicer" or "CFSC"“Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007 and the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (“BNYMTCNA”), as successor to BNY Midwest Trust Company (“BNYMTC”), as indenture trustee (the “Indenture Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Bank, as administrator (in such capacity, the “Administrator”), the Issuer, BNYMTC, as resigning Indenture Trustee, and BNYMTCNA, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2009-C Indenture Supplement with respect to the Notes, to be dated as of April 1August 13, 2008 2009 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (“WFNMT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 17, 1996, as amended and supplemented from restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, as amended by the Omnibus Amendment referred to timebelow, the "Indenture"Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005, the Fourth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 13, 2007, the Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October, 26, 2007 and the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 27, 2008, each among the Transferor, the Bank, as servicer (the “Servicer”), and BNYMTCNA, as successor to BNYMTC (the successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank), as trustee (the “WFNMT Trustee”), and as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008, by and among the Transferor, BNYMTC, as resigning WFNMT Trustee, and BNYMTCNA, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Amended and Restated Pooling and Servicing Agreement”), and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and as amended as of November 7, 2001 (as heretofore amended, the “Collateral Supplement” and, together with the Amended and Restated Pooling and Servicing Agreement, the “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 2001 (the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to Transfer and Servicing Agreement, dated as of March 30, 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, and the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, 2003, among the Transferor, the Bank, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Issuing Entity Bank, as Administrator, and U.S. Bank National Associationthe Issuer. The TSA, a national banking association (the "Indenture Trustee"). Simultaneously with PSA, the issuance Receivables Purchase Agreement, the Indenture, the Trust Agreement and sale of the Notes as contemplated Administration Agreement are referred to herein, collectively, as the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (“Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the "Certificates")extent not defined herein, each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Program Documents.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Delaware limited liability company (the “Class A-2b NotesDepositor”) ), and $199,671,000 aggregate principal amount World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ Securities LLC, Barclays Capital Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and each of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several other underwriters named in Schedule I hereto (collectively, the "“Underwriters"), ”) for whom you are acting as representatives (the "“Representatives"”), with respect to the sale by the Depositor of $158,000,000 aggregate principal amount of 0.41126% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $197,000,000 aggregate principal amount of 0.65% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $243,000,000 aggregate principal amount of 0.96% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $87,531,000 aggregate principal amount of 1.33% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $19,193,000 aggregate principal amount of 1.98% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2011-B (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), and certain monies received thereunder after October 20, 2011 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Trust pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement and the Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Servicer orTrust, if not and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:04 p.m. on November 2, 2011 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated October 27, 2011 (the “Preliminary Prospectus Supplement”) and the base prospectus dated October 27, 2011 (together, along with any information referred to under the caption “Static Pool Information About Certain Previous Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) the “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto dated November 2, 2011 relating to the ratings on the Notes (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the Indenture or light of the Trust Agreement to be dated as circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of April 29sale” (within the meaning of Rule 159 under the Act). If, 2008 (as amended and supplemented from time to timefollowing any such termination, the "Trust Agreement")Underwriters, between with prior written notice to the Depositor and BNYM World Omni, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (Delaware), a Delaware banking corporation, “Corrected Prospectus”) and an affiliate “Time of The Bank of New York, a New York banking corporation, as owner trustee under Sale” will refer to the Trust Agreement (time and date agreed upon by the "Owner Trustee")Depositor and the Representatives.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables Trust 2011-B)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082013-A B (the "“Issuing Entity"”) to issue $182,000,000 aggregate 272,000,000 principal amount of Class A-1 3.0050.26000% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 400,000,000 principal amount of Class A-3 4.94A-2 0.53% Asset Backed Notes (the "“Class A-2 Notes”), $535,000,000 principal amount of Class A-3 0.62% Asset Backed Notes (the “Class A-3 Notes," ”) and $100,805,000 principal amount of Class A-4 0.76% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes in the respective amounts listed on Schedule I hereto to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of November 1, 2013, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2013-B Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car, sport utility vehicle and finance crossover automobile leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee")related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Trust Agreement”), dated November 1, 2013, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the “Owner Trustee”), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On November 26, 2013 (the “2013-B Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2013-B Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of November 1, 2013, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2013-B Exchange Note (the “2013-B Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2013-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2013-B Reference Pool as of the close of business on September 30, 2013 (the “2013-B Cutoff Date”). The Lender will sell the 2013-B Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of November 1, 2013, between the Lender and the Depositor, and the Depositor will sell the 2013-B Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), dated as of November 1, 2013, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2013-B Reference Pool pursuant to a 2013-B Servicing Supplement (as amended and supplemented from time to time, the “2013-B Servicing Supplement”), dated as of November 1, 2013, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2013-B)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables Corp., a Nevada California corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables [____ __, __] Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 [_____] aggregate principal amount of Class A-1 3.005[___]% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 [_____] aggregate principal amount of Class A-2a 4.09[___]% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"), ”) $122,000,000 [_____] aggregate principal amount of Class A-2b Floating Rate [___]% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 [_____] aggregate principal amount of Class A-3 4.94[___]% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April 1[______ __, 2008 __] (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association, a national banking association [______] (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 [_____] aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement Restated Trust Agreement, to be dated as of April 1[______ __, 2008 __] (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Company and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation[_____], as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”) and [_____], as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (American Honda Receivables Corp)
Introductory. Caterpillar Financial Funding CorporationCase Receivables II Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Case Equipment Loan Trust 20081998-A B (the "Issuing EntityTrust") to issue and sell $182,000,000 aggregate 112,706,000 principal amount of Class A-1 3.0055.6075% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate 200,000,000 principal amount of Class A-2a 4.09A-2 5.70% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 140,000,000 principal amount of Class A-3 4.945.81% Asset Backed Notes (the "Class A-3 Notes," ") and $123,794,000 principal amount of Class A-4 5.92% Asset Backed Notes (the "A-4 Notes"; together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes" or the "Underwritten Notes") and to sell the Notes ), to the several underwriters Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance full payout leases (the "Receivables") secured by new or used agricultural or construction equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation (the "Servicer" or "CFSCCase Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of April August 1, 2008 1998 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Harris Trust and Savings Bank National Association, a national banking association (the "Indenture In▇▇▇▇▇▇e Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will (i) issue $33,387,349 aggregate 25,000,000 principal amount of 5.99% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) incur a deferred purchase price obligation and issue 5.99% Asset Backed Certificates (the "Certificates"), each such Certificate representing in a fractional undivided interest in combined amount of $12,500,000 to the Issuing EntitySeller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April August 1, 2008 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29August 1, 2008 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Class a Note Underwriting Agreement (Case Receivables Ii Inc)
Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2008sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $182,000,000 320,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-1 3.005A-2 (the "Class A-2 Notes"), $498,000,000 aggregate principal amount of 2.65% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $207,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2002-C Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $430,000,000 aggregate principal amount of 1.80% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and together with the Offered Notes, the ")Class A Notes") and (ii) a revolving liquidity note dated October 31, $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes 2002 (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes,Liquidity Note" and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b A Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto ). The Trust will also issue a non-interest bearing subordinated seller's interest (the "UnderwritersSubordinated Seller's Interest"), for whom you are acting . The Subordinated Seller's Interest will represent an undivided interest in the Trust and will be deemed to have a principal balance $44,995,380 as of the closing date. Neither the Class A-1 Notes nor the Subordinated ▇▇▇▇▇▇'s Interest will be sold hereunder. Banc of America Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated will act as representatives (for the Class A-2, Class A-3 and Class A-4 Underwriters, and in such capacities shall herein be the "Representatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after October 1, 2002 (the "Cutoff Date") and the other property and the proceeds thereof. The Receivables will be transferred thereof to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").be
Appears in 1 contract
Sources: Underwriting Agreement (Toyota Auto Finance Receivables LLC)
Introductory. Caterpillar Financial Collegiate Funding Corporationof Delaware, L.L.C., a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset has formed Chase Education Loan Trust 2008-A 200[_]-[_] (the "Issuing Entity"“Issuer”) to issue $182,000,000 [______] aggregate principal amount of floating rate Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset [A-1] Asset-Backed Notes (the “Class A-2b [A-1] Notes”), $[______] aggregate principal amount of floating rate Class [A-2] Asset-Backed Notes (the “Class [A-2] Notes”), $[______] aggregate principal amount of floating rate Class [A-3] Asset-Backed Notes (the “Class [A-3] Notes”), $[______] aggregate principal amount of floating rate Class [A-4] Asset-Backed Notes (the “Class [A-4] Notes”), $[______] aggregate principal amount of floating rate Class [A-5] Asset-Backed Notes (the “Class [A-5] Notes”), $[______] aggregate principal amount of floating rate Class [A-6] Asset-Backed Notes (the “Class [A-6] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes, Class [A-3] Notes, Class [A-4] Notes and the Class [A-5] Notes, the “Class A Notes”) and $199,671,000 [______] aggregate principal amount of floating rate Class A-3 4.94% Asset B Asset-Backed Notes (the "“Class A-3 B Notes," and ”) (the “Class B Notes” and, together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"”). The assets of the Issuing Entity Issuer will include, among other things, a pool education loans to students and/or parents of fixed-rate retail installment sale contracts and finance leases dependent students made under the Federal Family Education Loan Program (the "Receivables"“Trust Student Loans”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")certain monies received thereunder after the opening of business on [_____], including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof200[_]. The Receivables Initial Pool Balance of the Trust Student Loans will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $[_______]. The Notes will be issued pursuant to the Indenture to be dated as of April 1[_____], 2008 200[_] (as amended and supplemented from time to time, the "“Indenture"”), between among the Issuing Entity and U.S. Bank National AssociationIssuer, a national banking association [_______], not in its individual capacity but solely as eligible lender trustee (the "“Eligible Lender Trustee”) and [_______], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated described herein, the Issuing Entity Issuer will issue $33,387,349 aggregate principal amount of Asset Backed Certificates certificates (the "“Certificates"), each such Certificate ”) representing a fractional undivided ownership interest in the Issuing EntityIssuer, pursuant to a trust agreement to be dated as of [_______], 200[_] (the “Short-Form Trust Agreement”), between the Depositor and [_________], as interim eligible lender trustee for the benefit of the Issuer (the “Interim Eligible Lender Trustee”), as amended by the Amended and Restated Trust Agreement to be dated as of [_____], 200[_] (together with the Short-Form Trust Agreement and as further amended and supplemented from time to time, the “Trust Agreement”), among the Depositor, the Eligible Lender Trustee and the Indenture Trustee. The Notes and the Certificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in Appendix A to the Sale Indenture. This is to confirm the agreement concerning the purchase of the Class A Notes and Servicing Agreement to be dated as of April 1, 2008 the Class B Notes (as amended and supplemented from time to timecollectively, the "Sale and Servicing Agreement"“Offered Notes”) from the Issuer by the several underwriters named in Schedule I hereto (the “Underwriters”), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).
Appears in 1 contract
Sources: Underwriting Agreement (Collegiate Funding of Delaware LLC)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables Corp., a Nevada California corporation (the "DepositorCOMPANY"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2001-2 Owner Trust 2008-A (the "Issuing EntityTRUST") to issue and sell $182,000,000 440,000,000 aggregate principal amount of Class A-1 3.0053.73% Asset Backed Notes Notes, Class A-1 (the "Class CLASS A-1 NotesNOTES"), $105,000,000 410,000,000 aggregate principal amount of Class A-2a 4.094.11% Asset Backed Notes Notes, Class A-2 (the "Class A-2a NotesCLASS A-2 NOTES"), $122,000,000 520,000,000 aggregate principal amount of Class A-2b Floating Rate 4.67% Asset Backed Notes Notes, Class A-3 (the “Class A-2b Notes”"CLASS A-3 NOTES") and $199,671,000 204,000,000 aggregate principal amount of Class A-3 4.945.09% Asset Backed Notes Notes, Class A-4 (the "Class A-3 Notes,CLASS A-4 NOTES" and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSCNOTES"). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April July 1, 2008 2001 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Issuing Entity Trust and U.S. The Chase Manhattan Bank National Association, a national banking association (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 44,603,016.50 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "CertificatesCERTIFICATES"), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated July 24, 2001 (the "TRUST AGREEMENT"), between the Company and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "RECEIVABLES"), with respect to Actuarial Receivables, certain monies due thereunder on or after July 1, 2001 (the "CUTOFF DATE"), and with respect to Simple Interest Receivables, certain monies due or received thereunder on or after the Cutoff Date, such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by American Honda Finance Corporation ("AHFC" or, in its capacity as servicer, the "SERVICER"). Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement Agreement, to be dated as of April July 1, 2008 2001 (as amended and supplemented from time to time, the "Sale and Servicing AgreementSALE AND SERVICING AGREEMENT"), by and among the Issuing EntityTrust, the Depositor Company and the Servicer or, if not defined therein, in the Indenture or Indenture, the Trust Agreement or the Receivables Purchase Agreement, to be dated as of April 29July 1, 2008 2001 between AHFC and the Company (the "RECEIVABLES PURCHASE AGREEMENT"), as amended the case may be. As used herein, "BASIC DOCUMENTS" shall have the meaning specified in the Sale and supplemented from time to timeServicing Agreement. The Company hereby agrees with the several Underwriters named in Schedule A hereto (collectively, the "Trust AgreementUNDERWRITERS"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, ) as owner trustee under the Trust Agreement (the "Owner Trustee").follows:
Appears in 1 contract
Sources: Underwriting Agreement (American Honda Receivables Corp Honda Auto Re 2001-2 Own Tr)
Introductory. Caterpillar Financial Funding Toyota Auto Finance Receivables LLC, a Delaware limited liabilty company (the "Seller") and a wholly owned subsidiary of Toyota Motor Credit Corporation, a Nevada California corporation (the "DepositorTMCC"), proposes to cause Caterpillar Financial Asset Trust 2008sell to each of the several underwriters named in Schedule I-A hereto (the "Issuing EntityClass A Underwriters" or the "Underwriters") to issue $182,000,000 500,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-1 3.005A-2 (the "Class A-2 Notes"), $360,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $175,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2001-B Owner Trust (the "Trust"). Concurrently with the issuance and sale of the Offered Notes as contemplated herein the Trust will issue (i) $417,840,000 aggregate principal amount of 4.30% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Offered Notes, the "Class A Notes" or the "Notes"). The Trust will also issue a non-interest bearing subordinated seller's interest (the "Subordinated Seller's Interest"). The Subordinated Seller's Interest will represent an undivided interest in the Trust. Neither the Class A-1 Notes, nor the Subordinated Seller's Interest will be sold hereunder. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. will act as representatives for the Class A-2a Notes A-2, Class A-3 and the Class A-2b NotesA-4 Underwriters, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (such capacities shall herein be the "Representatives"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by the new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light duty trucks financed by the Receivables thereunder (the "Financed EquipmentVehicles")) and certain monies due or to become due thereunder on or after April 1, 2001 (the "Cutoff Date") and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Trust pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").Sale
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationWinstar Communications, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationInc., a Delaware corporation (the "ServicerIssuer" or "CFSCWinstar"), has agreed, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") Euro 200,000,000 principal amount of the Issuer's 12-3/4% Senior Notes Due 2010 (the "Offered Securities"). The Notes Offered Securities will be issued pursuant to the Indenture to be under an indenture, dated as of April 110, 2008 2000 (as amended and supplemented from time to time, the "Indenture"), ) between the Issuing Entity Issuer and U.S. Bank National AssociationUnited States Trust Company of New York, a national banking association as Trustee (the "Indenture Trustee"). Simultaneously with The United States Securities Act of 1933 is herein referred to as the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates "Securities Act." The Issuer has made a tender offer (the "CertificatesTender Offer") to purchase for cash any and all of (i) its outstanding 14% Senior Discount Notes Due 2005 (the "14% Notes") and 14-1/2% Senior Deferred Interest Notes Due 2005 (the "14-1/2% Notes"), each such Certificate representing (ii) the outstanding 12-1/2% Guaranteed Senior Secured Notes Due 2004 (the "WEC Notes") of Winstar Equipment Corp., a fractional undivided interest in Delaware corporation ("WEC"), and (iii) the Issuing Entity. Capitalized terms used outstanding 12-1/2% Guaranteed Senior Secured Notes Due 2004 (the "WEC II Notes" and, together with the 14% Notes, the 14-1/2% Notes and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to timeWEC Notes, the "Sale and Servicing AgreementExisting Senior Notes") of Winstar Equipment II Corp., a Delaware corporation ("WEC II"), among on the Issuing Entity, terms and subject to the Depositor and the Servicer or, if not defined therein, conditions set forth in the Indenture or the Trust Agreement Offer to be Purchase and Consent Solicitation Statement dated as of April 29March 3, 2008 2000 (as amended and supplemented from time to time, the "Trust AgreementTender Offer Statement"). The Issuer will amend (the "Issuer Proposed Senior Notes Amendments") certain provisions of the indenture governing the 14% Notes dated October 23, 1995 (the "14% Notes Indenture") between the Depositor Issuer and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank United States Trust Company of New York, a New York banking corporationas trustee ("U.S. Trust"), as owner trustee under and the Trust Agreement indenture governing the 14-1/2% Notes dated March 1, 1997 (the "Owner Trustee14-1/2% Notes Indenture") between the Issuer and U.S. Trust. The Issuer and WEC will amend (the "WEC Proposed Amendments") certain provisions of the indenture governing the WEC Notes dated March 1, 1997 (the "WEC Notes Indenture") among the Issuer, WEC and U.S. Trust. The Issuer and WEC II will amend (the "WEC II Proposed Amendments" and, together with the Issuer Proposed Senior Notes Amendments and the WEC Proposed Amendments, the "Proposed Senior Notes Amendments") the indenture governing the WEC II Notes dated August 1, 1997 (the "WEC II Notes Indenture" and, together with the 14% Notes Indenture, the 14-1/2% Notes Indenture and the WEC Notes Indenture, the "Senior Notes Indentures") among the Issuer, WEC II and U.S. Trust. The Proposed Senior Notes Amendments are contained in supplements to the Senior Notes Indentures executed by the Issuer and U.S. Trust; the Issuer, WEC and U.S. Trust; and the Issuer, WEC II and U.S. Trust, as the case may be (the "Senior Notes Supplemental Indentures"). The Senior Notes Supplemental Indentures were executed on March 17, 2000, and the Proposed Senior Notes Amendments will become operative when the Existing Senior Notes are accepted for purchase by the Issuer pursuant to the Tender Offer (the first date on which such event occurs being herein referred to as the "Settlement Date").
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082017-A (the "“Issuing Entity"”) to issue $182,000,000 aggregate 439,000,000 principal amount of Class A-1 3.0051.15000% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 675,000,000 principal amount of Class A-3 4.94A-2A 1.53% Asset Backed Notes (the "“Class A-2A Notes”), $225,000,000 principal amount of Class A-2B LIBOR + 0.20% Asset Backed Notes (the “Class A-2B Notes,” and together with the Class A-2A Notes, the “Class A-2 Notes”), $453,000,000 principal amount of Class A-3 1.79% Asset Backed Notes (the “Class A-3 Notes," ”) and $175,896,000 principal amount of Class A-4 2.01% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell a portion of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the “Underwritten Notes”) to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of April 1, 2017, between the Issuing Entity and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 2017-A Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated April 1, 2017, between the Issuing Entity Depositor and U.S. Bank Wilmington Trust, National Association, a national banking association as owner trustee (in such capacity, the "Indenture “Owner Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On April 26, 2017 (the “2017-A Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 2017-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 1, 2017, among the Borrower, the Administrative Agent, the Collateral Agent, MBFS USA, as Lender and as Servicer and the Indenture Trustee, issue a 2017-A Exchange Note (the “2017-A Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2017-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2017-A Reference Pool as of the close of business on February 28, 2017 (the “2017-A Cutoff Date”). The Lender will sell the 2017-A Exchange Note to the Depositor pursuant to a First Tier Sale Agreement (as amended and supplemented from time to time, the “First Tier Sale Agreement”), dated as of April 1, 2017, between the Lender and the Depositor, and the Depositor will sell the 2017-A Exchange Note to the Issuing Entity pursuant to a Second Tier Sale Agreement (as amended and supplemented from time to time, the “Second Tier Sale Agreement”), dated as of April 1, 2017, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2017-A Reference Pool pursuant to a 2017-A Servicing Supplement (as amended and supplemented from time to time, the “2017-A Servicing Supplement”), dated as of April 1, 2017, among MBFS USA, as Servicer and as Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of April 1, 2017 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2017-A)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables Corp., a Nevada California corporation (the "DepositorCompany"), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2007-2 Owner Trust 2008-A (the "Issuing EntityTrust") to issue and sell $182,000,000 262,000,000 aggregate principal amount of Class A-1 3.0055.32590% Asset Backed Notes Notes, Class A-1 (the "Class A-1 Notes"), $105,000,000 322,000,000 aggregate principal amount of Class A-2a 4.095.41% Asset Backed Notes Notes, Class A-2 (the "Class A-2a A-2 Notes"), $122,000,000 360,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.945.46% Asset Backed Notes Notes, Class A-3 (the "Class A-3 Notes,") and $220,460,000 aggregate principal amount of 5.57% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April June 1, 2008 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Union Bank National Associationof California, a national banking association N.A. (the "Indenture Trustee"). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 39,111,385.96 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "Certificates"), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement Restated Trust Agreement, to be dated as of April 1June 19, 2008 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between among the Depositor and BNYM (Delaware)Company, a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (in such capacity, the "Owner Trustee") and The Bank of New York (Delaware)., as Delaware trustee (in such capacity, the "Delaware Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after June 1, 2007 (the "Cutoff Date"), and with respect to Simple Interest
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2007-2 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationJPMorgan Chase Bank, National Association, a Nevada corporation national banking association (the "Depositor"“Bank”), proposes to cause Caterpillar Financial Asset has formed Chase Auto Owner Trust 20082006-A (the "Issuing Entity"“Trust”) to issue $182,000,000 330,000,000 aggregate principal amount of Class A-1 3.0055.37% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 270,000,000 aggregate principal amount of Class A-2 5.37% Asset Backed Notes (the “Class A-2 Notes”), $399,000,000 aggregate principal amount of Class A-3 4.945.34% Asset Backed Notes (the "“Class A-3 Notes," ”) and $138,580,000 aggregate principal amount of Class A-4 5.36% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"”). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables automobiles (the "“Financed Equipment")Vehicles”) and certain monies received thereunder on or after the opening of business on May 20, and the proceeds thereof. The 2006, such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal approximately $1,223,064,435. The Notes will be issued pursuant to the Indenture to be dated as of April 1May 20, 2008 2006 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated described herein, the Issuing Entity Trust will issue $33,387,349 26,460,000 aggregate principal amount of 5.47% Asset Backed Certificates (the "“Certificates"”) pursuant to the Amended and Restated Trust Agreement to be dated as of May 20, 2006 (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), each such Certificate representing a fractional undivided ownership interest in the Issuing EntityTrust, which will be sold pursuant to an underwriting agreement dated the date hereof (the “Certificate Underwriting Agreement” and, together with this Agreement, the “Underwriting Agreements”) among the Bank and the underwriter named therein (the “Certificate Underwriter”). The Notes and the Certificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April 1May 20, 2008 2006 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Trust and the Bank, as Depositor and BNYM Servicer. This is to confirm the agreement concerning the purchase of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (Delawarecollectively, the “Offered Notes”) from the Bank by the several underwriters named in Schedule I hereto (the “Underwriters”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Auto Owner Trust 2006-A)
Introductory. Caterpillar Financial Funding CorporationFord Credit Auto Receivables Two L.P., a Nevada corporation Delaware limited partnership (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate 906,000,000 principal amount of Class A-1 3.005% Floating Rate Asset Backed Notes (the "Class A-1 Notes"), ;
(b) $105,000,000 aggregate 701,000,000 principal amount of Class A-2a 4.09A-2 6.56% Asset Backed Notes (the "Class A-2a A-2 Notes"), ;
(c) $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 520,000,000 principal amount of Class A-3 4.946.58% Asset Backed Notes (the "Class A-3 Notes," and and, together with the Class A-2 Notes, the "Fixed Rate Class A Notes");
(d) $343,000,000 principal amount of Class A-4 Floating Rate Asset Backed Notes (the "Class A-4 Notes");
(e) $159,722,000 principal amount of Class A-5 Floating Rate Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b A-4 Notes, the "Floating Rate Class A Notes" and, together with the Fixed Rate Notes, the "Class A Notes"); and
(f) $97,397,000 principal amount of Class B 7.00% Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Publicly Offered Notes") in each case issued by Ford Credit Auto Owner Trust 2000-F (the "Trust"). Simultaneously with the issuance and sale of the Publicly Offered Notes as contemplated herein, the Trust will issue $55,656,000 principal balance of Class C 7.24% Asset Backed Certificates (the "Class C Certificates") and $55,656,000 principal balance of Class D 9.00% Asset Backed Certificates (the "Class D Certificates" and, together with the Class C Certificates, the "Certificates"). The Trust may also issue floating rate asset backed Variable Pay Term Notes (the "VPTNs" and, together with the Publicly Offered Notes, the "Notes") from time to time on or after Targeted Scheduled Distribution Dates for the Class A Notes and use the proceeds to sell pay principal on the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives")related Subclass of Class A Notes. The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April October 1, 2008 2000 (as amended and supplemented from time to time, the "Indenture"), ) by and between the Issuing Entity Trust and U.S. The Chase Manhattan Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale Payments in respect of the Notes as contemplated hereinClass B Notes, to the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest extent specified in the Issuing Entity. Capitalized terms used Indenture and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement (as hereinafter defined), are subordinated to the rights of the holders of the Class A Notes and the VPTNs. Each Certificate will represent a beneficial interest in the Trust, the assets of which will include the Receivables and certain other property. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement (the "Trust Agreement") to be dated as of April October 1, 2008 2000 among the Seller, as depositor, The Bank of New York (Delaware) (the "Delaware Trustee") and The Bank of New York (the "Owner Trustee"). Payments in respect of the Certificates, to the extent specified in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to the rights of the holders of the Notes. The property of the Trust will include, among other things, pools of motor vehicle retail installment sale contracts for new and used automobiles and light trucks, to be sold by Ford Credit to the Seller pursuant to the Purchase Agreement (the "Purchase Agreement") dated as amended of October 1, 2000 on the Closing Date (such receivables, the "Initial Receivables") and supplemented from time on each Monthly Distribution Date during the Revolving Period (such receivables, the "Additional Receivables" and, together with the Initial Receivables, the "Receivables") and certain monies due or in some cases received thereunder on or after October 1, 2000. The Receivables will be sold to timethe Trust by the Seller and will be serviced for the Trust by Ford Motor Credit Company, a Delaware corporation (the "Servicer" or "Ford Credit"), pursuant to the Sale and Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement ) to be dated as of April 29October 1, 2008 2000 by and among the Seller, the Servicer and the Trust. In addition, the Trust will enter into separate interest rate swap agreements simultaneously with the issuance of the Publicly Offered Notes, the Certificates and the Initial VPTN (each, an "Interest Rate Swap Agreement" and collectively the "Interest Rate Swap Agreements") which will have respective notional amounts as amended follows:
(a) initially equal to zero, and supplemented from time to timewhich notional amount will increase by the principal balance of any VPTNs issued and decrease by the amount of principal payments on the VPTNs (such interest rate swap, the "Trust AgreementVariable Pay Term Notes Interest Rate Swap"), between ;
(b) initially equal to the Depositor and BNYM (Delaware), a Delaware banking corporationaggregate principal amount of the Class A-1 Notes, and an affiliate which notional amount will decrease by the amount of The Bank of New Yorkprincipal payments on the Class A-1 Notes (such interest rate swap, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner TrusteeClass A-1 Notes Interest Rate Swap");
(c) initially equal to the aggregate principal amount of the Class A-4 Notes, and which notional amount will decrease by the amount of principal payments on the Class A-4 Notes (such interest rate swap, the "Class A-4 Notes Interest Rate Swap"); and
(d) initially equal to the aggregate principal amount of the Class A-5 Notes, and which notional amount will decrease by the amount of principal payments on the Class A-5 Notes (such interest rate swap, the "Class A-5 Notes Interest Rate Swap" and, together with the Class A-1 Notes Interest Rate Swap and the Class A-5 Notes Interest Rate Swap, the "Class A Note Interest Rate Swaps"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in Appendix A to the Sale and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two L P)
Introductory. Caterpillar Financial Funding CC Credit Card Corporation, a Nevada corporation Delaware Corporation (the "DepositorTransferor"), ) proposes to cause Caterpillar Financial Asset the Travelers Bank Credit Card Master Trust 2008-A (the "Issuing Entity") I to issue $182,000,000 227,500,000 aggregate principal amount of Class A-1 3.005A 6.00% Asset Asset-Backed Notes Certificates, Series 1998-1 (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "NotesA Certificates") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture Pooling and Servicing Agreement to be dated as of April March 1, 2008 1998, as supplemented by the Series 1998-1 Supplement thereto, to be dated as of March 1, 1998 (as amended and supplemented from time to timetogether, the "IndenturePooling and Servicing Agreement")) among the Transferor, between Travelers Bank & Trust, fsb, as servicer (in such capacity, the Issuing Entity "Servicer") and U.S. The Bank National Associationof New York, a national banking association as trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, Class A Certificates the Issuing Entity Trust will issue $33,387,349 12,500,000 aggregate initial principal amount of Asset Class B Asset-Backed Certificates Certificates, Series 1998-1 (the "Class B Certificates") and $10,000,000 aggregate initial principal amount of Class C Asset-Backed Interests, Series 1998-1 (the "Class C Interests"). The Class B Certificates will be subordinate to the Class A Certificates and the Class C Interests will be subordinate to the Class A Certificates and the Class B Certificates. The Class B Certificates and the Class C Interests will initially be retained by the Transferor. The assets of the Trust (the "Trust Assets") will include, among other things, certain amounts due (the "Receivables") on a pool of MasterCard(R) and Visa(R) revolving credit card accounts (the "Accounts") owned by Travelers Bank & Trust, fsb and The Travelers Bank USA. The Accounts will be selected by Travelers Bank & Trust, fsb ("Travelers Bank, fsb") and by The Travelers Bank USA ("Travelers Bank USA" and, collectively with Travelers Bank, fsb, the "Banks") and designated and the Receivables therein transferred to the Transferor by the Banks pursuant to separate Receivables Transfer Agreements, one between Travelers Bank, fsb and the Transferor and the other between Travelers Bank USA and the Transferor and each such Certificate representing a fractional undivided interest in to be dated as of March 1, 1998 (collectively, the Issuing Entity"Receivables Transfer Agreements"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them specified in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale Pooling and Servicing Agreement"), among the Issuing Entity, the Depositor . The Transferor hereby agrees with Salomon Brothers Inc and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement Chase Securities Inc. (the "Owner TrusteeUnderwriters").) as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Travelers Bank Credit Card Master Trust I)
Introductory. Caterpillar Financial Funding CorporationWFB Funding, a Nevada corporation LLC (the "Depositor"), “WFB LLC”) proposes to cause Caterpillar Financial Asset Cabela’s Credit Card Master Note Trust 2008-A (the "Issuing Entity"“Issuer”) to issue $182,000,000 Cabela’s Credit Card Master Note Trust Class A[-1] [—]% [Fixed] [Floating] Rate Asset-Backed Notes in the aggregate principal amount of $[—], Series [20 ]-[—] (the “Class A-1 3.005A[-1] Notes”) [and Class A[-2] [—]% Asset Floating Rate Asset-Backed Notes (in the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes $[—], Series [20 ]-[—] (the "“Class A-2a A[-2] Notes"” and, together with the Class A[-1] Notes, the “Class A Notes”), ,] $122,000,000 [—] aggregate principal amount of Cabela’s Credit Card Master Note Trust Class A-2b Floating B [Fixed] [Floating] Rate Asset Asset-Backed Notes Notes, Series [20 ]-[—] (the “Class A-2b B Notes”) and ), $199,671,000 [—] aggregate principal amount of Cabela’s Credit Card Master Note Trust Class A-3 4.94% Asset C [Fixed] [Floating] Rate Asset-Backed Notes Notes, Series [20 ]-[—] (the "“Class A-3 C Notes," ”), and together with $[—] aggregate principal amount of Cabela’s Credit Card Master Note Trust Class D [Fixed] [Floating] Rate Asset-Backed Notes, Series [20 ]-[—] (the “Class D Notes”) (collectively, the Class A-1 A Notes, the Class A-2a B Notes, the Class C Notes and the Class A-2b D Notes are the “Notes”). The Class A Notes [ , the Class B Notes and the Class C Notes] are referred to herein as the “Underwritten Notes”. The [Class B Notes, the "Class C Notes and] the Class D Notes (referred to collectively herein as the “Retained Notes"”) will be purchased by the Bank (as defined below) (referred to herein as the “Retained Notes Transaction”). [[—] and [—], each as a representative of the Underwriters (as defined below) may be referred to sell herein individually as a “Representative” and collectively as the Notes “Representatives.”] The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of April 13, 2004 (as heretofore amended and supplemented, the several underwriters named in Schedule I hereto “Trust Agreement”), between WFB LLC, as transferor (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"“Transferor”), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation▇▇▇▇▇ Fargo Delaware Trust Company, a Delaware corporation National Association, as successor owner trustee (the "Servicer" or "CFSC"“Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on April 14, 2004. The Notes will be issued pursuant to the Indenture to be an Amended and Restated Master Indenture, dated as of April 1December 6, 2008 2013 (as amended heretofore amended, restated, modified and supplemented from time to timesupplemented, the "“Master Indenture"”), each between the Issuing Entity Issuer and U.S. Bank National Association, a national banking association as indenture trustee (the "“Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"”), each such Certificate representing a fractional undivided interest in and as further supplemented by the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have Series [20 ]-[—] Indenture Supplement with respect to the meanings ascribed to them in the Sale and Servicing Agreement Notes, to be dated as of April 1[—] [—], 2008 [20 ] (as amended and supplemented from time to timethe “Indenture Supplement” and, together with the Master Indenture, the "Sale “Indenture”). The primary asset of the Issuer is a certificate (the “Series 2004-1 Certificate”) representing a beneficial interest in the assets held in the Cabela’s Master Credit Card Trust (“CMCCT”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement", dated as of December 6, 2013 (the “Pooling and Servicing Agreement”), as supplemented by the Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of April 14, 2004, as amended pursuant to the First Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of August 31, 2005 and as further amended pursuant to the Second Amendment to Series 2004-1 Supplement to Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2006 (as heretofore amended, the “2004-1 Supplement” and, together with the Pooling and Servicing Agreement, the “PSA”), each among the Transferor, World’s Foremost Bank, a Nebraska state banking corporation (the “Bank”), as servicer (the “Servicer”), and U.S. Bank National Association, as trustee (the “CMCCT Trustee”). The assets of CMCCT include, among other things, certain amounts due (the “Receivables”) on a pool of credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to CMCCT pursuant to the Pooling and Servicing Agreement. The Receivables transferred to CMCCT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of February 4, 2003, (as heretofore amended, the “Receivables Purchase Agreement”), between WFB LLC and the Bank. The Series 2004-1 Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Administration Agreement, dated as of April 14, 2004 (as heretofore amended, the “TAA”), among the Issuing EntityTransferor, the Depositor Indenture Trustee, the Servicer, the Bank, as administrator (the “Administrator”) and the Servicer orIssuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, if not defined thereinpursuant to the TAA. The TAA, in the PSA, the Receivables Purchase Agreement, the Indenture or and the Trust Agreement are referred to be dated herein, collectively, as the “Program Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents. A shelf registration statement on Form S-3 (having registration numbers 333-192577 and 333-192577-01) has been prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of April 29the Securities Act of 1933, 2008 (as amended and supplemented from time to time, (the "Trust Agreement"“Act”), between and the Depositor rules and BNYM regulations of the Commission thereunder (Delawarethe “Rules and Regulations”), including a Delaware banking corporationform of prospectus, relating to the Notes and an affiliate the Series 2004-1 Certificate. For purposes of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").this
Appears in 1 contract
Sources: Underwriting Agreement (Cabela's Master Credit Card Trust)
Introductory. Caterpillar Triad Financial Funding CorporationSpecial Purpose LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate 167,000,000 principal amount of Class A-1 3.0055.143684% Asset Backed Notes (the "Class A-1 Notes"), ;
(b) $105,000,000 aggregate 257,000,000 principal amount of Class A-2a 4.09A-2 5.36% Asset Backed Notes (the "Class A-2a A-2 Notes"), ;
(c) $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 327,500,000 principal amount of Class A-3 4.945.41% Asset Backed Notes (the "Class A-3 Notes,");
(d) $164,000,000 principal amount of Class A-4 5.52% Asset Backed Notes (the "Class A-4 Notes" and together and, collectively with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes") and to sell the Notes to the several underwriters named , "Notes" or "Underwritten Securities"); in Schedule I hereto each case issued by Triad Automobile Receivables Trust 2006-B (the "UnderwritersTrust"). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, for whom you are acting as representatives the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "RepresentativesCertificate"). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1May 25, 2008 2006 (as amended and supplemented from time to time, the "Indenture"), ) by and between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "Indenture Trustee"). Simultaneously with The Certificate will represent a beneficial interest in the issuance and sale of the Notes as contemplated hereinTrust, the Issuing Entity assets of which will issue $33,387,349 aggregate principal amount of Asset Backed Certificates include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the "CertificatesTrust Agreement") to be dated as of May 25, 2006 between the Depositor, Triad Financial Corporation ("Triad") and Wilmington Trust Company (the "Owner Trustee"). Payments in respect of the Certificate, each such Certificate representing a fractional undivided interest to the extent specified in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to be the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the "Receivables"), sold by Triad to the Depositor pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of May 25, 2006, and certain monies due or in some cases received thereunder on or after April 130, 2008 2006. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (as amended the "Servicer" or "Triad"), pursuant to the Sale and supplemented from time to time, Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement ) to be dated as of April 29May 25, 2008 2006 by and among the Depositor, the Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a financial guaranty insurance policy (the "Note Policy"), issued by Financial Security Assurance Inc., a financial guaranty insurance company incorporated under the laws of the State of New York (the "Insurer"). In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as amended of May 25, 2006 (the "Insurance Agreement") and supplemented from (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of May 25, 2006 (the "Indemnification Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Sale and Servicing Agreement. At or prior to the time when sales to purchasers of the Offered Securities were first made to investors by the Underwriters, which was approximately 2:30 p.m., New York City time, on May 17, 2006 (the "Applicable Time"), the Depositor had prepared the following information (collectively, the "Trust AgreementTime of Sale Information"): the preliminary prospectus supplement dated May 16, 2006 (the "Preliminary Prospectus Supplement") to the base prospectus dated May 16, 2006 (the "Preliminary Base Prospectus" together, along with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Preliminary Prospectus"). If, subsequent to the Applicable Time and prior to May 25, 2006 (the "Closing Date"), between such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Underwritten Securities may terminate their prior "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Act")) for any Underwritten Securities and the Underwriters enter into new Contracts of Sale with investors in the Underwritten Securities, then "Time of Sale Information" will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and BNYM the Underwriters that corrects such material misstatements or omissions (Delaware), a Delaware banking corporation, "Corrected Prospectus") and an affiliate "Applicable Time" will refer to the time and date on which such new Contracts of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Automobile Receivables Trust 2006-B)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Midticket LLC, a Nevada corporation Series 2011-1 (the "Depositor"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause Caterpillar Financial Asset Trust 2008the sale of the GE Equipment Midticket LLC, Series 2011-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class A-1 A Notes"”), $105,000,000 aggregate principal amount of and Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed B Notes (the “Class A-2b B Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," ” and together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of April 1October 5, 2008 2011 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Company and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the The Notes as contemplated herein, the Issuing Entity will issue $33,387,349 be issued in an aggregate initial principal amount of Asset Backed Certificates $522,210,000. The Notes specified on Schedule I hereto (the "Certificates"“Subject Notes”) are being purchased by the entities specified therein (each an “Underwriter,” and together the “Underwriters”). The Notes will be secured by the Collateral, each such Certificate representing including without limitation, a fractional undivided interest in pool of equipment loans and leases secured by industrial equipment, construction equipment, technology and telecommunications equipment, furniture and fixtures, transportation equipment, maritime assets, printing presses or other equipment and the Issuing Entityrelated security interests in, or ownership of, the equipment financed thereby (collectively, the “Receivables”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed Pursuant to them in the a Receivables Sale and Servicing Agreement to be Agreement, dated as of April 1October 5, 2008 2011 (as amended and supplemented from time to time, the "“Receivables Sale and Servicing Agreement"”), among the Issuing EntityDepositor, GECC, VFS Financing, Inc. (“VFS”), GE Capital Information Technology Solutions, Inc. (“GE ITS”), Imaging Financial Services, Inc. (“Imaging”) and NMHG Financial Services, Inc. (“NMHG”, and together with GECC, VFS, GE ITS and Imaging, the Depositor “Originators”), GECC and the Servicer orother Originators will sell the Receivables to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29October 5, 2008 2011 (as amended the “Receivables Purchase and supplemented from time to time, the "Trust Sale Agreement"”), between the Depositor and BNYM the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Receivables. Pursuant to the Servicing Agreement, dated as of October 5, 2011 (Delaware)the “Servicing Agreement”) between GECC, a Delaware banking corporationas servicer, and an affiliate of the Company, GECC will service the Receivables. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Bank of New YorkClass A-1 Notes shall bear interest at 0.42939% per annum, a New York banking corporationthe Class A-2 Notes shall bear interest at 0.72% per annum, as owner trustee under the Trust Agreement (Class A-3 Notes shall bear interest at 1.00% per annum, the "Owner Trustee")Class A-4 Notes shall bear interest at 1.42% per annum and the Class B Notes shall bear interest at 2.10% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Midticket LLC, Series 2011-1)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2014-4 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 284,200,000 aggregate principal amount of Class A-1 3.0050.22000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 249,000,000 aggregate principal amount of Class A-2a 4.090.58% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 376,000,000 aggregate principal amount of Class A-2b Floating Rate 0.99% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 90,800,000 aggregate principal amount of Class A-3 4.941.46% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc. are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated November 19, 2014 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"“AHFC”), Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp. and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced SMBC Nikko Securities America, Inc., acting on behalf of themselves and as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1November 26, 2008 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 25,641,025.66 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Restated Trust Agreement", dated November 26, 2014 (the “Trust Agreement”), between the Depositor Company and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The U.S. Bank of New York, a New York banking corporationTrust National Association, as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2014-4 Owner Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation BMW FS Securities LLC (the "“Depositor"), ”) proposes to cause Caterpillar Financial Asset BMW Vehicle Owner Trust 2008-A 20[__]-[__] (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate [__________] principal amount of its [_____]% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate [__________] principal amount of its [_____]% Class A-3 4.94% Asset Backed A-2 Notes (the "“Class A-2 Notes”), $[__________] principal amount of its [_____]% Class A-3 Notes (the “Class A-3 Notes," and ”), $[__________] principal amount of its [_____]% Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Class A Notes"”) and to sell $[__________] principal amount of its [_____]% Class B Notes (the Notes “Class B Notes” and, together with the Class A Notes, the “ Notes”) to the several underwriters named in set forth on Schedule I hereto (the "Underwriters"each, an “Underwriter”), for whom you are [__________] is acting as representatives representative (the "Representatives"“Representative”) pursuant to the terms of this underwriting agreement dated [_____], 20[__] by and among the Depositor, BMW Financial Services NA, LLC (“BMW Financial Services”) and [__________], on behalf of itself and as Representative for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to an Indenture, dated as of [_____], 20[__] (the “Indenture”), between the Trust and [__________], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate motor vehicle retail installment sale contracts and finance leases transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. automobiles, motorcycles and light-duty trucks financed thereby ("Caterpillar"the “Vehicles”) and certain monies received thereunder after the close of business on [_____], 20[__] (the “Cutoff Date”) and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement dated as of [_____], 20[__] (the “Sale and Servicing Agreement”), including rights among the Trust, BMW Financial Services, as servicer (in such capacity, the “Servicer”), seller, sponsor, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to receive certain payments with respect to such Receivablesthe Sale and Servicing Agreement, and security interests in the machinery financed by Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement dated as of [_____], 20[__] (the "Financed Equipment"“Owner Trust Administration Agreement”), among the Trust, BMW Financial Services, as administrator (in such capacity, the “Administrator”), and the proceeds thereofIndenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Receivables will be transferred to Depositor formed the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Trust pursuant to the Indenture to be a Trust Agreement dated as of April 1[_____], 2008 (20[__], as amended and supplemented from time to timerestated as of [_____], 20[__] (the "Indenture"“Trust Agreement”), between the Issuing Entity Depositor and U.S. Bank National Association[__________], a national banking association as owner trustee (the "Indenture “Owner Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "The Certificates"), each such Certificate representing a fractional undivided interest in the Issuing EntityTrust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of [_____], 20[__] (the “Receivables Purchase Agreement”), between the Depositor and BMW Financial Services. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them set forth in the Sale and Servicing Agreement to be dated or the Indenture, as of April 1, 2008 (as amended and supplemented from time to timethe case may be. As used herein, the "term “Transaction Documents” refers to the Sale and Servicing Agreement", the Indenture, the Trust Agreement, the Receivables Purchase Agreement, the Owner Trust Administration Agreement and the Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 11:00 a.m. on [_____], 20[__] (the “Time of Sale”), among the Issuing EntityDepositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated [_____], 20[__], as supplemented by the supplement to the preliminary prospectus supplement dated [_____], 20[__], and the Prospectus dated [_____], 20[__] (together, along with any information referred to under the captions “Static Pools” and “Appendix A –Static Pool Information” therein, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)), if any, or other preliminary prospectus, if any, listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Servicer or, if not defined therein, in Representative that correct such material misstatements or omissions (“Corrected Time of Sale Information”) and “Time of Sale” will refer to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended time and supplemented from time to time, the "Trust Agreement"), between date agreed upon by the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Representative.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationDaimler Trucks Retail Receivables LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Daimler Trucks Retail Trust 2008-A 202[_]-[_] (the "Issuing Entity"“Issuer”) to issue $182,000,000 aggregate [●] principal amount of Class A-1 3.005A‑1 [●]% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A‑1 Notes”) and ), $199,671,000 aggregate [●] principal amount of Class A-3 4.94A‑2 [●]% Asset Backed Notes (the "“Class A-3 A‑2 Notes," ”), $[●] principal amount of Class A‑3 [●]% Asset Backed Notes (the “Class A‑3 Notes”) and $[●] principal amount of Class A‑4 [●]% Asset Backed Notes (the “Class A‑4 Notes” and, together with the Class A-1 A‑1 Notes, the Class A-2a A‑2 Notes and the Class A-2b A‑3 Notes, the "“[Class A] Notes"”) [and $[●] principal amount of Class B [●]% Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”)] [reference any non-offered classes] and to sell the Notes to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The assets of the Issuing Entity Issuer will include, among other things, a pool of fixed-rate retail loans and installment sale sales contracts and finance leases (the "“Receivables"”) secured by new and used machinery trucking and transportation equipment primarily manufactured primarily by Caterpillar Inc. ("Caterpillar")the brands of Daimler Trucks, including [Freightliner, Western Star Trucks, Fuso, SelecTrucks, Sprinter and Metris vans, and ▇▇▇▇▇▇ Built Buses], without limitation, rights to receive certain payments with respect to such ReceivablesReceivables received after the close of business on, [●], 202[_], and security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the any proceeds from claims on certain related insurance policies thereof. The Receivables will be transferred to the Issuing Entity Issuer by the Depositor. The Receivables will be serviced for the Issuing Entity Issuer by Caterpillar Daimler Truck Financial Services CorporationUSA LLC, a Delaware corporation limited liability company (the "“Servicer" ” or "CFSC"“DTFS”). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April 1[●], 2008 (as amended and supplemented from time to time, the "Indenture")202[_], between the Issuing Entity Issuer and U.S. Bank National Association[●], a [national banking association association] (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Issuer will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing EntityIssuer, to the Depositor. Upon the occurrence of certain events described in the Indenture, an asset representations review may be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) to be dated as of [●], 202[_] among [●], a [●], as asset representations reviewer (the “Asset Representations Reviewer”), the Issuer and DTFS, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix A to the Sale and Servicing Agreement to be dated as of April 1[●], 2008 202[_] (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityIssuer, the Depositor Depositor, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29[●], 2008 202[_] (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation[●], as owner trustee under the Trust Agreement (the "“Owner Trustee"”).
Appears in 1 contract
Sources: Underwriting Agreement (Daimler Trucks Retail Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "DepositorSeller") and World Omni Financial Corp., a Florida corporation ("World Omni"), proposes to cause Caterpillar Financial Asset Trust 2008-A (hereby confirm their respective agreements with Banc of America Securities LLC and each of the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several other underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative"), with respect to the sale by the Seller to the Underwriters of $198,000,000 aggregate principal amount of 1.87% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $197,500,000 aggregate principal amount of 2.53% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $232,000,000 aggregate principal amount of 3.40% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $163,000,000 aggregate principal amount of 4.05% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $46,750,000 aggregate principal amount of 3.75% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes") of the World Omni Auto Receivables Trust 2002-A (the "Trust") under the terms and conditions herein contained. The Notes will be issued pursuant to an indenture (the "Indenture"), to be dated as of the Closing Date (as defined below), between the Trust and The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). The Seller will retain the asset backed certificates (the "Certificates") issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the "Trust Agreement"), between the Seller and Chase Manhattan Bank USA, National Association, as owner trustee (in such capacity, the "Owner Trustee"). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "Financed EquipmentVehicles"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporationcertain monies received thereunder after June 30, a Delaware corporation 2002 (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "IndentureCutoff Date"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest monies on deposit in the Issuing Entity. Capitalized terms used Reserve Account and not otherwise defined herein shall have in certain other accounts and the meanings ascribed other property and the proceeds thereof to them in be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), ) among the Issuing EntityTrust, the Depositor Seller and World Omni, as Servicer (the "Servicer"). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and the Servicer orwill service the Receivables on behalf of the Trust. In addition, if pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined therein, shall have the meanings ascribed thereto in the Indenture Sale and Servicing Agreement. The Receivables were originated or acquired by World Omni. World Omni will sell the Trust Receivables to the Seller pursuant to the terms of the Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), Closing Date between the Depositor Seller and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")World Omni.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082019-A (the "Issuing Entity"“Trust”) to issue $182,000,000 aggregate 189,000,000 principal amount of 2.75334% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate 252,000,000 principal amount of 2.96% Class A-3 4.94% A-2 Asset Backed Notes (the "“Class A-2 Notes”), $252,000,000 principal amount of 3.01% Class A-3 Asset Backed Notes (the “Class A-3 Notes," ”), $75,350,000 principal amount of 3.22% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Class A Notes"”) and $17,690,000 principal amount of 3.34% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). Pursuant to the terms hereof, the Seller agrees to sell the Class A Notes and the Class B Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")respective amounts listed on Schedule I hereto. The Notes will be issued pursuant to the Indenture to be dated as of April January 1, 2008 2019 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). 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 to be dated as of January 1, 2019 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April January 1, 2008 2019 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer Servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29January 4, 2008 2019 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). Prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 10:51 a.m. (New York time) on January 30, 2019 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated January 23, 2019 (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated January 23, 2019 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2019. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a Delaware banking corporationmaterial 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 an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2019-A)
Introductory. Caterpillar DaimlerChrysler Financial Funding CorporationServices Americas LLC, a Nevada corporation Michigan limited liability company ("DCFS" or the "Depositor"), proposes to cause Caterpillar Financial Asset DaimlerChrysler Auto Trust 2008-A 200__-__ (the "Issuing EntityTrust") to issue and sell $182,000,000 aggregate [___________] principal amount of Class A-1 3.005its [____]% Asset Backed Notes Notes, Class A-2 (the "Class A-1 A-2 Notes"), $105,000,000 aggregate [___________] principal amount of Class A-2a 4.09its [____]% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes")[," ][ and] $[___________] principal amount of its [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes", and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes") )[, and to sell $[___________] principal amount of its [____]% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,] the "Offered Notes"), to the several underwriters Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative" or "you"). The Trust also will issue $[___________] principal amount of its [____]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate motor vehicle retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereofrelated collateral. The Receivables will be transferred sold to the Issuing Entity Trust by the Depositor. The Receivables will be serviced for the Issuing Entity Trust by Caterpillar Financial Services CorporationDCFS (in such capacity, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the an Indenture to be dated as of April 1________, 2008 200__ (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National Association[__________________], a national banking association as indenture trustee (the "Indenture Trustee"). [Simultaneously with the issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of --------, 200__ (as amended and supplemented from time to time, the "Trust Agreement"), among the Depositor, the Company, and [_________________], as owner trustee (the "Owner Trustee"). Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates issued by the Trust.] [Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue approximately $33,387,349 aggregate principal amount [_________] of its Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided ownership interest in the Issuing Entity. Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of ________, 200__ (as amended and supplemented from time to time, the "Trust Agreement"), among the Depositor, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company"), and [_________________], as owner trustee (the "Owner Trustee").] Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned thereto in the Sale and Servicing Agreement to be dated as of April 1________, 2008 200__ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing EntityTrust and DCFS, the as Depositor and the Servicer Servicer, or, if not defined therein, in the Indenture or the Trust Agreement Agreement. At or prior to be dated as the time when sales to purchasers of April 29the Offered Notes were first made by the Underwriters, 2008 which was approximately _____ [a.m.][p.m.] on ________, 200__ (as amended and supplemented from time to timethe "Time of Sale"), the Depositor had prepared the following information (collectively, the "Trust AgreementTime of Sale Information"): the Preliminary Prospectus Supplement dated ________, 200__ to the Prospectus (as defined below) (together, with information referred to under the caption "Static Pool Data" therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the "Preliminary Prospectus"). If, between at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Securities Act")) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then "Time of Sale Information" will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and BNYM the Representative that corrects such material misstatements or omissions
(Delaware), a Delaware banking corporation, " Corrected Prospectus") and an affiliate "Time of The Bank Sale" will refer to the time and date on which such new Contracts of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (DaimlerChrysler Financial Services Americas LLC)
Introductory. Caterpillar Financial Funding CorporationGE Commercial Equipment Financing LLC, a Nevada corporation Series 2005-1 (the "Depositor"“Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Seller”), General Electric Capital Corporation (“GECC”) and General Electric Credit Corporation of Tennessee (“GECC Tennessee” and together with GECC, the “Originators”) propose to cause Caterpillar Financial the sale of the GE Commercial Equipment Financing LLC, Series 2005-1 Asset Trust 2008-A (Backed Notes, consisting of the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”), the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3a Notes (the “Class A-3a Notes”), the Class A-3b Notes (the “Class A-3b Notes”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”) and $199,671,000 aggregate principal amount of the Class A-3 4.94% Asset Backed C Notes (the "“Class A-3 C Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes and the Class A-2b B Notes, the "“Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to an Indenture, dated as of June 16, 2005 (the “Indenture”), between the Company, and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be issued in an aggregate initial principal amount of $654,062,000. The Notes are being purchased by the entities specified in Schedule I hereto (each an “Underwriter,” and together the “Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, technology and telecommunications equipment or other equipment (including medical and dental equipment and IT equipment) and the related security interests in the equipment financed thereby (collectively, the “Loans”) and certain rights under the Interest Rate Swap Agreements, each to be dated June 16, 2005 (the “Interest Rate Swap Agreements”), between the Company and General Electric Capital Services, Inc. (“GECS” or the “Swap Counterparty”). Pursuant to a Loan Sale Agreement, dated as of June 16, 2005 (the “Loan Sale Agreement”), among CEFEH, GECC and GECC Tennessee, GECC and GECC Tennessee will sell the Loans to CEFEH. Pursuant to a Loan Purchase and Sale Agreement, dated as of June 16, 2005 (the “Loan Purchase and Sale Agreement”) between CEFEH and the Company, CEFEH will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of April 1June 16, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association 2005 (the "Indenture Trustee"). Simultaneously with “Servicing Agreement”) between GECC, as servicer and the issuance and sale of Company, GECC will service the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing EntityLoans. Capitalized terms used and herein but not otherwise defined herein shall have the meanings ascribed to them set forth in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to timeIndenture. The Class A-1 Notes shall bear interest at 3.42375% per annum, the "Sale and Servicing Agreement"), among the Issuing EntityClass A-2 Notes shall bear interest at 3.77% per annum, the Depositor Class A-3a Notes shall bear interest at 3.98% per annum, the Class A-3b Notes shall bear interest at the then applicable One-Month LIBOR plus 0.01% per annum, the Class A-4 Notes shall bear interest at the then applicable One-Month LIBOR plus 0.06% per annum, the Class B Notes shall bear interest at the then applicable One-Month LIBOR plus 0.25% per annum and the Servicer or, if not defined therein, in Class C Notes shall bear interest at the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")then applicable One-Month LIBOR plus 0.47% per annum.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082015-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 158,000,000 principal amount of 0.25% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 268,000,000 principal amount of 0.84% Class A-3 4.94% A-2 Asset Backed Notes (the "“Class A-2 Notes”); $244,000,000 principal amount of 1.30% Class A-3 Asset Backed Notes (the “Class A-3 Notes," ”); $112,000,000 principal amount of 1.85% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Class A Notes"”); and $18,000,000 principal amount of 2.14% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April February 1, 2008 2015 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April February 1, 2008 2015 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29January 1, 2008 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 2:33 p.m. (New York time) on February 25, 2015 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated February 19, 2015 (the “Preliminary Prospectus Supplement”) to the base prospectus dated February 19, 2015 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated February 19, 2015 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on February 19, 2015. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2015-A)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082014-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 172,000,000 principal amount of 0.20% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 334,000,000 principal amount of 0.49% Class A-3 4.94% A-2 Asset Backed Notes (the "“Class A-2 Notes”); $328,000,000 principal amount of 0.84% Class A-3 Asset Backed Notes (the “Class A-3 Notes," ”); $166,000,000 principal amount of 1.50% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Class A Notes"”); and $23,017,000 principal amount of 1.93% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April February 1, 2008 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April February 1, 2008 2014 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29February 1, 2008 2014 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 12:30 p.m. (New York time) on February 12, 2014 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated February 6, 2014, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated February 12, 2014 (the “Preliminary Prospectus Supplement”) to the base prospectus dated February 6, 2014 (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated February 6, 2014 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on February 6, 2014. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2014-A)
Introductory. Caterpillar Financial Funding CorporationKey Consumer Receivables LLC, a Nevada corporation Delaware limited liability company, (the "“Depositor"”), proposes to cause Caterpillar Financial Asset KeyCorp Student Loan Trust 2008[____]-A [__] (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate [____] principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b its Floating Rate Class [I-A-1] Asset Backed Notes (the “Class A-2b [I-A-1] Notes”), $[____] principal amount of its Floating Rate Class [I-A-2] Asset Backed Notes (the “Class [I-A-2] Notes”), $[____] principal amount of its Floating Rate Class [I-B] Asset Backed Notes (the “Class [I-B] Notes”), $[____] principal amount of its Floating Rate Class [II-A-1] Asset Backed Notes (the “Class [II-A-1] Notes”), $[____] principal amount of its Floating Rate Class [II-A-2] Asset Backed Notes (the “Class [II-A-2] Notes”), $[____] principal amount of its Floating Rate Class [II-A-3] Asset Backed Notes (the “Class [II-A-3] Notes”), $[____] principal amount of its Floating Rate Class [II-A-4] Asset Backed Notes (the “Class [II-A-4] Notes”), $[____] principal amount of its Floating Rate Class [II-B] Asset Backed Notes (the “Class [II-B] Notes”) and $199,671,000 aggregate [____] principal amount of its Floating Rate Class A-3 4.94% [II-C] Asset Backed Notes (the "“Class A-3 [II-C] Notes," ” and together with the Class A-1 [I-A-1] Notes, the Class A-2a [I-A-2] Notes, the Class [I-B] Notes, the Class [II-A-1] Notes, the Class [II-A-2] Notes, the Class [II-A-3] Notes, the Class [II-A-4] Notes and the Class A-2b [II-B] Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you (the “Representative”) are acting as representatives representative. [The Trust was formed pursuant to the Trust Agreement, dated as of [____], [____], as amended and restated by the Amended and Restated Trust Agreement, dated as of [____], [____] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”)] between the Depositor and [____], as owner trustee (the "Representatives"“Owner Trustee”). The assets of the Issuing Entity Trust include certain student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will includebe acquired by the Trust from the Depositor on or about [____], [____] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the [first] group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The [second] group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “[Group I] Student Loans” and all Financed Student Loans that are part of the second group described above are referred to as the “[Group II] Student Loans.” The Depositor will purchase all of the Student Loans from KeyBank National Association, a national banking association and successor-in-interest to Key Bank USA, National Association (“KBUSA”) (“KBNA,” and in such capacity, the “Seller”), pursuant to the Student Loan Transfer Agreement, dated as of [____], [____] (the “Student Loan Transfer Agreement”) among KBNA, the Depositor and [____], as eligible lender trustee on behalf of the Depositor (the “Depositor Eligible Lender Trustee”). The [Group I] Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the [Group I] Student Loans. The [Group II] Notes will be entitled to receive payments of interest and principal primarily from the cashflow on the [Group II] Student Loans. The assets of the Trust will further include certain monies due under the Initial Financed Student Loans on and after [____], [____], (the “Cutoff Date”). The Initial Financed Student Loans will be sold to the Trust and [____] as the eligible lender trustee (the “Eligible Lender Trustee”) on behalf of the Trust by the Depositor and the Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [____], [____] (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among other thingsthe Trust, the Eligible Lender Trustee, the Depositor Eligible Lender Trustee, KBNA, as master servicer (in such capacity, the “Master Servicer”), the Depositor and KBNA, as administrator (in such capacity, the “Administrator”). The Master Servicer has also entered into [four] certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [ ____] (“[____]” and, in its capacity as a sub-servicer, a pool of fixed“Sub-rate retail installment sale contracts Servicer”) and finance leases [ ____] (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"“[____]” or a “Sub-Servicer”), including rights to receive two agreements with [____] regarding certain payments with respect to such Receivablesof the [Group I] and [Group II] Student Loans, respectively, and security interests in [two] agreements with [____] regarding certain of the machinery financed by the Receivables (the "Financed Equipment")[Group I] and [Group II] Student Loans, and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")respectively. The Notes will be issued pursuant to the Indenture to be dated as of April 1[____], 2008 [____] (as amended and supplemented from time to time, the "“Indenture"”), between among [____] as the Issuing Entity and U.S. Bank National Association, a national banking association indenture trustee (the "“Indenture Trustee"”), the Trust and [____] as paying agent and note registrar. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans on or prior to [____], [____] (the “Subsequent Student Loans”) and on or prior to the end of the Funding Period (the “Other Student Loans”; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the “Financed Student Loans”) using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of [____], [____] (as amended and supplemented from time to time, the “Administration Agreement”), among the Trust, the Administrator and the Issuer. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Student Loan Transfer Agreement and the Administration Agreement are referred to herein as the “Basic Documents.” Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Issuing Entity Trust Agreement, the Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates its Trust Certificate (the "Certificates"), each such Certificate “Certificate”) representing a fractional undivided residual beneficial interest in the Issuing EntityTrust to the Depositor or its designated affiliate. At or prior to the time when sales to investors of the Notes were first made to investors by the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) for which [____] is acting as representative (in such capacity, the “Representative”), which was approximately [__]:[__] [_].m. on [____], [____] (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated [____], [____] relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than pricing related information and accompanied by the base prospectus dated [____], [____] (together, along with information referred to under the caption “Static Pools” therein regardless of whether it is deemed a part of the Registration Statement or Final Prospectus, the “Preliminary Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Company wishes to convey additional or changed information in order to make the Time of Sale Information, in the light of the circumstances under which statements in the Time of Sale Information were made, not misleading, and as a result investors in the Notes elect to terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and enter into new Contracts of Sale with the Underwriters, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Company and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in Appendix A attached hereto. The company hereby agrees with the Sale and Servicing Agreement to be dated several Underwriters as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").follows:
Appears in 1 contract
Sources: Note Underwriting Agreement (Key Consumer Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes Delaware limited liability company (the “Class A-2b NotesDepositor”) ), and $199,671,000 aggregate principal amount World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ Securities LLC, Barclays Capital Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and each of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several other underwriters named in Schedule I hereto (collectively, the "“Underwriters"), ”) for whom you are acting as representatives (the "“Representatives"”), with respect to the sale by the Depositor of $168,000,000 aggregate principal amount of 0.24000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $218,000,000 aggregate principal amount of 0.43% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $176,000,000 aggregate principal amount of 0.61% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $107,515,000 aggregate principal amount of 0.81% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $14,342,000 aggregate principal amount of 1.06% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Auto Receivables Trust 2012-B (the “Trust”) under the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes are collectively referred to herein as the “Notes”. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-fixed rate retail installment sale contracts and finance leases (the "“Initial Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, automobiles and security interests in the machinery light-duty trucks financed by the Receivables thereby (the "“Initial Financed Equipment"Vehicles”), and certain monies received thereunder after October 4, 2012 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and, together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued Trust pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 the Closing Date (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"), ”) among the Issuing EntityTrust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement and the Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporationTrust, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Note Depository Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables Trust 2012-B)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables Corp., a Nevada California corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2010-3 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 418,000,000 aggregate principal amount of Class A-1 3.0050.31004% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 399,000,000 aggregate principal amount of Class A-2a 4.090.53% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 479,000,000 aggregate principal amount of Class A-2b Floating Rate 0.70% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 263,989,000 aggregate principal amount of Class A-3 4.940.94% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b NotesA-3, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which J.▇. ▇▇▇▇▇▇ Securities LLC and BNP Paribas Securities Corp. are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred pursuant to the Issuing Entity terms of this underwriting agreement dated October 20, 2010 by and among the DepositorCompany, American Honda Finance Corporation (“AHFC”) and J.▇. The Receivables will be serviced ▇▇▇▇▇▇ Securities LLC and BNP Paribas Securities Corp., acting on behalf of themselves and as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture Indenture, to be dated as of April October 1, 2008 2010 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National Association, a national banking association Trust Company Americas (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 40,000,157.75 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement Restated Trust Agreement, to be dated as of April 1October 28, 2008 2010 (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), among the Issuing Entity, the Depositor Company and the Servicer or, if not defined therein, in the Indenture or the U.S. Bank Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationNational Association, as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2010-3 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 2008-A 20[__]-[_] (the "“Issuing Entity"”) to issue $182,000,000 aggregate [●] principal amount of Class A-1 3.005[●]% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate [●] principal amount of [[Class A-2A [●]%] [Class A-2B Floating Rate]] Asset Backed Notes (the “Class A-2 Notes”), $[●] principal amount of Class A-3 4.94[●]% Asset Backed Notes (the "“Class A-3 Notes," ”), $[●] principal amount of Class A-4 [●]% Asset Backed Notes (the “Class A-4 Notes”) and $[●] principal amount of Class B [●]% Asset Backed Notes, (the “Class B Notes”, and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Notes"”) and to sell [a portion of] the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in the respective amounts listed on Schedule I hereto (the “Underwritten Notes”), to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). 1 The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of [________], 20[__], between the Issuing Entity and [●], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 20[__]-[_] Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle [and smart automobile] leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated [________], 20[__], between the Issuing Entity Depositor and U.S. Bank National Association[●], a national banking association as owner trustee (in such capacity, the "Indenture “Owner Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On [________], 20[__] (the “20[__]-[_] Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 20[__]-[_] Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of [________], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 20[__]-[_] Exchange Note (the “20[__]-[_] Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 20[__]-[_] Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool as of the close of business on [________], 20[__] (the “20[__]-[_] Cutoff Date”). The Lender will sell the 20[__]-[_] Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of [________], 20[__], between the Lender and the Depositor, and the Depositor will sell the 20[__]-[_] Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the “Second-Tier Sale Agreement”), dated as of [________], 20[__], between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool pursuant to a 20[__]-[_] Servicing Supplement (as amended and supplemented from time to time, the “20[__]-[_] Servicing Supplement”), dated as of [________], 20[__], among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of [________], 20[__] among [●], a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 200820XX-A Y (the "Issuing Entity"“Trust”) to issue $182,000,000 aggregate and sell $ principal amount of % Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and $199,671,000 aggregate ); $ principal amount of % Class A-3 4.94% A-2 Asset Backed Notes (the "“A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes," and ”); $ principal amount of % Class A-4[a] Asset Backed Notes (the “A-4[a] Notes”), [$ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the A-4[a] Notes, the “A-4 Notes”)] and $ principal amount of % Class B Asset Backed Notes (the “B Notes”, and collectively with the A-1 Notes, the Class A-2a A-2 Notes, the A-3 Notes and the Class A-2b A-4 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April 1[Month Day], 2008 20XX (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. [Deutsche Bank National AssociationTrust Company Americas], as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, [a pool of fixed rate retail installment sale contracts, consumer installment loans and retail installment loans] (the “Receivables”) secured by [new or used agricultural, construction or other] equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a national banking association Delaware limited liability company (“New Holland”). [New Holland has appointed [ (“ “)] to act as backup servicer of the "Receivables pursuant to the Backup Servicing Agreement, dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [ ], as backup servicer, and the Indenture Trustee"). .] Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller [certificates] representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1[Month Day], 2008 20XX (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29[Month Day], 2008 20XX (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM [Wilmington Trust Company], as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately : .m. (New York time) on [Month Day], 20XX (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated [Month Day], 20XX (the “Preliminary Prospectus Supplement”) to the base prospectus dated [Month Day], 20XX (the “Base Prospectus”) (together, along with information referred to under the caption “Annex A — Static Pool Data” therein, the “Preliminary Prospectus”) [and the free writing prospectus dated [Month Day], 20XX (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on [Month Day], 20XX]. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a Delaware banking corporationmaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2016-1 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 265,700,000 aggregate principal amount of Class A-1 3.0050.62000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 312,000,000 aggregate principal amount of Class A-2a 4.091.01% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 332,000,000 aggregate principal amount of Class A-2b Floating Rate 1.22% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 90,300,000 aggregate principal amount of Class A-3 4.941.38% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which J.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA Inc. and W▇▇▇▇ Fargo Securities, LLC are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated February 16, 2016 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"), “AHFC”) and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation Representatives (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1February 25, 2008 2016 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association, a national banking association Association (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 25,648,880.61 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have Restated Trust Agreement, dated February 25, 2016 (the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), among the Issuing EntityCompany, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationMellon, as owner trustee under (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust Agreement will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the "Owner Trustee"“Receivables”) and certain monies due thereunder on or after February 1, 2016 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). The Trust will provide for the review of the Receivables for compliance with representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of February 25, 2016 (the “Asset Representations Review Agreement”) among the Trust, AHFC and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2016-1 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082017-A B (the "Issuing Entity"“Trust”) to issue $182,000,000 aggregate 166,000,000 principal amount of 1.30% Class A-1 3.005% Asset Backed Notes (the "“Class A-1 Notes"”), $105,000,000 aggregate 197,800,000 principal amount of 1.59% Class A-2a 4.09% Asset Backed Notes (the "“Class A-2a Notes"”), $122,000,000 aggregate 75,000,000 principal amount of Floating Rate Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”) and ), $199,671,000 aggregate 221,500,000 principal amount of 1.86% Class A-3 4.94% Asset Backed Notes (the "“Class A-3 Notes," ”), $70,440,000 principal amount of 2.17% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and together with collectively, the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Class A Notes"”) and $16,820,000 principal amount of 2.47% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). Pursuant to the terms hereof, the Seller agrees to sell the Class A Notes and $16,300,000 principal amount of the Class B Notes (collectively, the “Underwritten Notes”) to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")respective amounts listed on Schedule I hereto. The Notes will be issued pursuant to the Indenture to be dated as of April July 1, 2008 2017 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). A portion of the Class B Notes will initially be retained by the Seller or one of its affiliates. The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). 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 to be dated as of July 1, 2017 (as amended and supplemented from time to time, the “Asset Representations Review Agreement”), among the Trust, New Holland, as servicer (the “Servicer”), and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). Simultaneously with the issuance of the Notes and the sale of the Underwritten Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April July 1, 2008 2017 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer Servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29July 1, 2008 2017 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). Prior to the time when sales to purchasers of the Underwritten Notes were first made to investors by the several Underwriters, which was approximately 2:16 p.m. (New York time) on July 18, 2017 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated July 12, 2017 (together, along with information referred to under the caption “Annex A—Static Pool Data” therein, the “Preliminary Prospectus”) and the free writing prospectus dated July 12, 2017 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2017. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a Delaware banking corporationmaterial 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 an affiliate as a result investors in the Underwritten Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Underwritten Notes and the Underwriters enter into new Contracts of Sale with investors in the Underwritten Notes, then “Time of Sale Information” will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2017-B)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082007-A (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 228,000,000 principal amount of 5.26338% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “A-1 Notes”), $311,000,000 principal amount of 5.13% Class A-2b A-2 Asset Backed Notes (the “A-2 Notes”), $270,000,000 principal amount of 4.99% Class A-3 Asset Backed Notes (the “A-3 Notes”), $358,000,000 principal amount of Floating Rate Class A-4 Asset Backed Notes (the “A-4 Notes”) and $199,671,000 aggregate 33,000,000 principal amount of 5.09% Class A-3 4.94% B Asset Backed Notes (the "Class A-3 “B Notes," and ” and, together with the Class A-1 Notes, the Class A-2a A-2 Notes, the A-3 Notes and the Class A-2b A-4 Notes, the "“Notes") and to sell the Notes ”), to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-fixed rate retail installment sale contracts contracts, retail installment loans and finance leases consumer installment loans (the "“Receivables"”) secured by new or used agricultural, construction or other equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services CorporationNew Holland Credit Company, LLC, a Delaware corporation limited liability company (“New Holland”). New Holland has appointed Systems & Services Technologies, Inc. (“SST”) to act as backup servicer, of the Receivables pursuant to the Backup Servicing Agreement, dated as of March 1, 2007 (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, SST, as backup servicer, and The Bank of New York Trust Company, N.A., as indenture trustee (the "Servicer" or "CFSC"“Indenture Trustee”). The Notes will be issued pursuant to the Indenture to be dated as of April March 1, 2008 2007 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April March 1, 2008 2007 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29March 1, 2008 2007 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 3:47 p.m. on March 6, 2007, 2007 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated March 5, 2007 (the “Preliminary Prospectus Supplement”) to the base prospectus dated March 5, 2007 (the “Preliminary Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a Delaware banking corporationpart of the Registration Statement or Prospectus, the “Preliminary Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2007-A)
Introductory. Caterpillar Financial Funding CorporationCase Receivables II Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Case Equipment Loan Trust 20081998-A (the "Issuing EntityTrust") to issue and sell $182,000,000 aggregate 72,113,000 principal amount of Class A-1 3.0055.545% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate 190,750,000 principal amount of Class A-2a 4.09A-2 5.592% Asset Backed Notes (the "Class A-2a A-2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 145,750,000 principal amount of Class A-3 4.945.740% Asset Backed Notes (the "A-3 Notes")and $180,449,000 principal amount of Class A-3 A-4 5.830% Asset Backed Notes (the "A-4 Notes," and "; together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes" or the "Underwritten Notes") and to sell the Notes ), to the several underwriters Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new or used agricultural or construction equipment and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and the related security interests in the machinery equipment financed by the Receivables (the "Financed Equipment"), and the proceeds thereofthereby. The Receivables will be transferred were sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be are serviced for the Issuing Entity Trust by Caterpillar Financial Services Case Credit Corporation, a Delaware corporation corpo ration (the "Servicer" or "CFSCCase Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of April February 1, 2008 1998 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇▇ Trust and Savings Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Underwritten Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue (i) $33,387,349 aggregate 25,000,000 principal amount of 5.940% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) $10,938,000 principal amount of 5.940% Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing EntityTrust, which will be retained by the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April February 1, 2008 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29February 1, 2008 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Class a Note Underwriting Agreement (Case Receivables Ii Inc)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2014-3 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 256,400,000 aggregate principal amount of Class A-1 3.0050.19000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 299,300,000 aggregate principal amount of Class A-2a 4.090.48% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 334,300,000 aggregate principal amount of Class A-2b Floating Rate 0.88% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 110,000,000 aggregate principal amount of Class A-3 4.941.31% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which RBS Securities Inc., Barclays Capital, Inc. and W▇▇▇▇ Fargo Securities, LLC are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated August 12, 2014 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"“AHFC”), RBS Securities Inc., Barclays Capital, Inc. and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced W▇▇▇▇ Fargo Securities, LLC, acting on behalf of themselves and as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1August 20, 2008 2014 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. The Bank National Association, a national banking association of New York Mellon (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 25,655,641.32 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Restated Trust Agreement", dated August 20, 2014 (the “Trust Agreement”), between the Depositor Company and BNYM (Deutsche Bank Trust Company Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2014-3 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationMercedes-Benz Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 2008-A 20[__]-[_] (the "“Issuing Entity"”) to issue $182,000,000 aggregate [●] principal amount of Class A-1 3.005[●]% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 aggregate [●] principal amount of [[Class A-2A [●]%] [Class A-2B Floating Rate]] Asset Backed Notes (the “Class A-2 Notes”), $[●] principal amount of Class A-3 4.94[●]% Asset Backed Notes (the "“Class A-3 Notes," ”), $[●] principal amount of Class A-4 [●]% Asset Backed Notes (the “Class A-4 Notes”) and $[●] principal amount of Class B [●]% Asset Backed Notes, (the “Class B Notes”, and together with the Class A-1 Notes, the Class A-2a A-2 Notes, the Class A-3 Notes and the Class A-2b A-4 Notes, the "“Notes"”) and to sell [a portion of] the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in the respective amounts listed on Schedule I hereto (the “Underwritten Notes”), to the several underwriters named in Schedule I hereto (the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"”). The Notes will be issued pursuant to an Indenture (as amended and supplemented from time to time, the “Indenture”), dated as of [________], 20[__], between the Issuing Entity and [●], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuing Entity will include, among other things, the 20[__]-[_] Exchange Note (as defined below) backed by a pool of fixednew Mercedes-rate retail installment sale contracts Benz passenger car and finance sport utility vehicle [and smart automobile] leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereofrelated leased vehicles. The Receivables will be transferred to Simultaneously with the Issuing Entity by issuance and sale of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationUnderwritten Notes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated [________], 20[__], between the Issuing Entity Depositor and U.S. Bank National Association[●], a national banking association as owner trustee (in such capacity, the "Indenture “Owner Trustee"”). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "“Certificates"”), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the “Titling Trust”) is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the “Titling Trust Agreement”), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) (“MBFS USA”), as titling trust administrator, Mercedes-Benz Trust Holdings LLC, as initial beneficiary (the “Initial Beneficiary”) and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the “Titling Trustee”). On [________], 20[__] (the “20[__]-[_] Closing Date”), the Titling Trust, as borrower (the “Borrower”) shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the “Basic Collateral Agency Agreement”), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. Bank Trust National Association, as administrative agent (the “Administrative Agent”) and Daimler Title Co., as collateral agent (the “Collateral Agent”) and (ii) a 20[__]-[_] Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of [________], 20[__], among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 20[__]-[_] Exchange Note (the “20[__]-[_] Exchange Note”) to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 20[__]-[_] Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool as of the close of business on [________], 20[__] (the “20[__]-[_] Cutoff Date”). The Lender will sell the 20[__]-[_] Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the “First-Tier Sale Agreement”), dated as of [________], 20[__], between the Lender and the Depositor, and the Depositor will sell the 20[__]-[_] Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the “Second-Tier Sale Agreement”), dated as of [________], 20[__], between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 20[__]-[_] Reference Pool pursuant to a 20[__]-[_] Servicing Supplement (as amended and supplemented from time to time, the “20[__]-[_] Servicing Supplement”), dated as of [________], 20[__], among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the “Basic Servicing Agreement”), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the “Asset Representations Review Agreement”) dated as of [________], 20[__] among [●], a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationVolkswagen Auto Lease/Loan Underwritten Funding, a Nevada corporation LLC (the "“Depositor"), ” or the “Seller”) proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue transfer $182,000,000 288,000,000 aggregate principal amount of 0.19000% Auto Loan Asset Backed Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ), $199,671,000 418,000,000 aggregate principal amount of Class A-3 4.940.42% Auto Loan Asset Backed Class A-2 Notes (the "“Class A-2 Notes”), $418,000,000 aggregate principal amount of 0.91% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes," ”), and $126,000,000 aggregate principal amount of 1.45% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto (each, an “Underwriter” and collectively, the "“Underwriters"”), acting severally and not jointly, for whom you are acting as representatives representative (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"“Representative”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of April 130, 2008 2014 (as amended and amended, supplemented or modified from time to time, the "“Indenture"”), between the Issuing Entity and U.S. Bank National Association, a national banking association Volkswagen Auto Loan Enhanced Trust 2014-1 (the "“Issuer”) and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee"”). Simultaneously with the issuance and sale The assets of the Notes Issuer include, among other things, motor vehicle retail installment sale contracts and/or installment loans secured by a combination of new and used automobiles, minivans and sport utility vehicles (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Seller and will be serviced for the Issuer by VW Credit, Inc. (“VW Credit”), as contemplated hereinservicer (in such capacity, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"“Servicer”), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed set forth in Appendix A to them in the Sale and Servicing Agreement to be Agreement, dated as of April 130, 2008 2014 (as amended and amended, supplemented or modified from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityServicer, the Depositor Issuer, the Seller and the Servicer orIndenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time(the “Exchange Act”), the "Trust Agreement"Underwriters, the Seller and VW Credit hereby agree that the “Closing Date” shall be April 30 2014, 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, between as amended, and the Depositor rules and BNYM regulations of the Commission thereunder (Delawarecollectively, the “Securities Act”), a Delaware banking corporationshelf registration statement on Form S-3 (having the registration number 333-185282), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Seller has prepared and an affiliate filed (before the expiration of The Bank such three year period) with the Commission in accordance with the provisions of New Yorkthe Securities Act, a New York banking corporationnew shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as owner trustee permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Trust Securities Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a supplement dated April 23, 2014 (the "Owner Trustee"“Prospectus Supplement”) to the prospectus dated April 16, 2014 (the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto filed with the Commission pursuant to Rule 424(b) prior to the Closing Date, is hereinafter referred to as the “Prospectus.” At or prior to 3:33 p.m. (Eastern Time) (U.S.) on April 23, 2014 (i.e., the date and time the first Contract of Sale (as defined below) for the Notes (the “Time of Sale”) was entered into as designated by the Representative)., the Seller had prepared (i) a preliminary prospectus, dated April 16, 2014 (the “Preliminary Base Prospectus”) and a supplement to that Preliminary Base Prospectus, dated April 16, 2014 (the “Preliminary Prospectus Supplement”), (ii) a supplement to the Preliminary Prospectus Supplement, dated April 23, 2014 (the “Red Supplement”) and (iii) the Ratings Free Writing Prospectus (as defined below). As used herein, the following terms have the meanings below:
Appears in 1 contract
Sources: Underwriting Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Introductory. Caterpillar Financial Funding CorporationCapital One Auto Receivables, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with Banc of America Securities LLC, Citigroup Global Capital Markets Inc., ABN AMRO Incorporated, Deutsche Bank Securities Inc., H▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp., L▇▇▇▇▇ Brothers Inc. and Wachovia Capital Markets, LLC (collectively, the “Underwriters”) as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2008-A (sell to the "Issuing Entity") to issue Underwriters $182,000,000 aggregate 150,000,000 principal amount of its 2.51685% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”), $174,000,000 principal amount of its 3.04% Class A-2 Notes (the “Class A-2 Notes”), $194,000,000 principal amount of its 3.39% Class A-3 Notes (the “Class A-3 Notes”), and $114,125,000 principal amount of its 3.69% Class A-4 Notes (the “Class A-4 Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, (the “Class A Notes”). The Seller proposes to sell to Banc of America Securities LLC and Citigroup Global Capital Markets Inc. $17,875,000 principal amount of its 3.86% Class B Notes (the “Class B Notes” and, together with the Class A Notes, the "“Notes"”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2004-3, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the security interests in the Financed Vehicles, (iii) any proceeds from claims on any Insurance Policy or refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (iv) any other property securing the Receivables, (v) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vi) the rights of the Seller, as buyer, under the Purchase Agreement, (vii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (viii) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below) dated November 30, 2004, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. Pursuant to this Underwriting Agreement, and subject to the terms hereof, the Seller agrees to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment")U.S. $632,125,000 initial Note Balance of Class A Notes, and the proceeds thereof. The Receivables will be transferred Seller agrees to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporationsell to Banc of America Securities LLC and Citigroup Global Capital Markets Inc., a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as $17,875,000 initial Note Balance of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Class B Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2004-3)
Introductory. Caterpillar DaimlerChrysler Financial Funding CorporationServices Americas LLC, a Nevada corporation Michigan limited liability company ("DCFS" or the "DepositorSeller"), proposes to cause Caterpillar Financial Asset DaimlerChrysler Auto Trust 2008-A 200_-_ (the "Issuing EntityTrust") to issue and sell $182,000,000 aggregate _______________ principal amount of Class A-1 3.005its _____% Asset Backed Notes Certificates (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "NotesCertificates") and to sell the Notes to the several underwriters Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives representative (the "RepresentativesRepresentative"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate motor vehicle retail installment sale contracts (the "Standard Receivables") and finance leases the right to receive Amortizing Payments with respect to Fixed Value Receivables (the Standard Receivables and the Amortizing Payments with respect to the Fixed Value Receivables are referred to herein collectively as the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositorrelated collateral. The Receivables will be serviced for the Issuing Entity Trust by Caterpillar Financial Services CorporationDCFS (in such capacity, a Delaware corporation (the "Servicer" or "CFSC"). The Notes Certificates will be issued pursuant to the Indenture Amended and Restated Trust Agreement to be dated as of April 1____________, 2008 200_ (as amended and supplemented from time to time, the "IndentureTrust Agreement"), between among the Issuing Entity and U.S. Bank National AssociationSeller, as Depositor, DaimlerChrysler Retail Receivables LLC, a national banking association Michigan limited liability company (the "Indenture Company"), and [_____________], as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Notes Certificates as contemplated herein, the Issuing Entity Trust will issue $33,387,349 aggregate _______________ principal amount of its _____% Asset Backed Certificates Notes, Class A-1 (the "CertificatesClass A-1 Notes"), each such Certificate representing a fractional undivided interest $_______________ principal amount of its Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $_______________ principal amount of its _____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes")[,][ and] $_______________ principal amount of its _____% Asset Backed Notes, Class A-4 (the "Class A-4 Notes", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes")[, and $_______________ principal amount of its _____% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes,] the "Notes"). The Class A-2 Notes, Class A-3 Notes[,][ and] Class A-4 Notes[ and Class B Notes] (collectively, the "Offered Notes") will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the underwriters named in Schedule I thereto. The Offered Notes and the Issuing EntityCertificates are sometimes referred to collectively herein as the "Offered Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them assigned thereto in the Sale and Servicing Agreement to be dated as of April 1____________, 2008 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing EntityTrust and DCFS, the Depositor as Seller and the Servicer Servicer, or, if not defined therein, in the Indenture or the Trust Agreement or in the Indenture to be dated as of April 29____________, 2008 200_ (as amended and supplemented from time to time, the "Trust AgreementIndenture"), between the Depositor Trust and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation[____________________], as owner indenture trustee under the Trust Agreement (the "Owner Indenture Trustee").
Appears in 1 contract
Sources: Certificate Underwriting Agreement (DaimlerChrysler Financial Services Americas LLC)
Introductory. Caterpillar Financial Funding CorporationAmerican Honda Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset the Honda Auto Receivables 2013-3 Owner Trust 2008-A (the "Issuing Entity"“Trust”) to issue sell $182,000,000 423,000,000 aggregate principal amount of Class A-1 3.0050.22000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $105,000,000 449,000,000 aggregate principal amount of Class A-2a 4.090.54% Asset Backed Notes Notes, Class A-2 (the "“Class A-2a A-2 Notes"”), $122,000,000 458,000,000 aggregate principal amount of Class A-2b Floating Rate 0.77% Asset Backed Notes Notes, Class A-3 (the “Class A-2b A-3 Notes”) and $199,671,000 170,000,000 aggregate principal amount of Class A-3 4.941.13% Asset Backed Notes Notes, Class A-4 (the "“Class A-3 A-4 Notes," ” and together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "“Notes"”) and to sell the Notes to the several underwriters named in set forth on Schedule I hereto A (the "Underwriters"each, an “Underwriter”), for whom you which J.▇. ▇▇▇▇▇▇ Securities LLC and BNP Paribas Securities Corp. are each acting as representatives a representative (in such capacity, each a “Representative” and collectively, the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"”), including rights pursuant to receive certain payments with respect to such Receivablesthe terms of this underwriting agreement dated July 17, 2013 by and security interests in among the machinery financed by the Receivables Company, American Honda Finance Corporation (the "Financed Equipment"“AHFC”), J.▇. ▇▇▇▇▇▇ Securities LLC and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced BNP Paribas Securities Corp., acting on behalf of themselves and as Representatives for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation several Underwriters (the "Servicer" or "CFSC"this “Agreement”). The Notes will be issued pursuant to the Indenture to be Indenture, dated as of April 1July 24, 2008 2013 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National Association, a national banking association Trust Company Americas (the "“Indenture Trustee"”). Simultaneously Concurrently with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 38,461,538.98 aggregate principal amount of Asset Backed Certificates certificates of beneficial interest (the "“Certificates"”), each such Certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. Capitalized terms used The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Restated Trust Agreement", dated July 24, 2013 (the “Trust Agreement”), between the Depositor Company and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The U.S. Bank of New York, a New York banking corporationTrust National Association, as owner trustee under (in such capacity, the Trust Agreement (the "“Owner Trustee"”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2013-3 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20082012-A B (the "Issuing Entity"“Trust”) to issue and sell $182,000,000 aggregate 195,000,000 principal amount of 0.38313% Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b A-1 Notes”) and ); $199,671,000 aggregate 300,000,000 principal amount of 0.65% Class A-3 4.94% A-2 Asset Backed Notes (the "“A-2 Notes”); $300,000,000 principal amount of 0.86% Class A-3 Asset Backed Notes (the “A-3 Notes," ”); $134,530,000 principal amount of 1.16% Class A-4 Asset Backed Notes (the “A-4 Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Class A Notes”); and $22,370,000 principal amount of 1.78% Class B Asset Backed Notes (the “B Notes” and, together with the Class A-1 A Notes, the Class A-2a Notes and the Class A-2b “Notes, the "Notes"”) and to sell the Notes to the several underwriters named in Schedule I hereto (collectively, the "“Underwriters"”), for whom you are acting as representatives (the "“Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"”). The Notes will be issued pursuant to the Indenture to be dated as of April June 1, 2008 2012 (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Deutsche Bank National AssociationTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, a national banking association pool of fixed rate retail installment sale contracts and retail installment loans (the "Indenture Trustee"“Receivables”) secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). Simultaneously with the issuance and sale of the Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $33,387,349 aggregate principal amount of Asset Backed Certificates to the Seller certificates representing fractional undivided equity interests in the Trust (the "“Certificates"”), each such Certificate representing a fractional undivided interest in . The Notes and the Issuing Entity. Certificates are sometimes referred to herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April June 1, 2008 2012 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer New Holland, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29June 1, 2008 2012 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and BNYM Wilmington Trust Company, as trustee (Delawarethe “Trustee”). At or prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 4:40 p.m. (New York time) on June 12, 2012 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated June 7, 2012, as amended and supplemented by a Delaware banking corporationsupplement to such preliminary prospectus supplement dated June 12, 2012 (the “Preliminary Prospectus Supplement”) to the base prospectus dated June 7, 2012 (the “Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “Preliminary Prospectus”) and the free writing prospectus dated June 7, 2012 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2012. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and an affiliate as a result investors in the Notes may terminate their old “Contracts of The Bank Sale” (within the meaning of New York, a New York banking corporationRule 159 under the Securities Act of 1933, as owner trustee under the Trust Agreement amended (the "Owner Trustee"“Act”)) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Equipment Trust 2012-B)
Introductory. Caterpillar Triad Financial Funding CorporationSpecial Purpose LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate ________ principal amount of Class A-1 3.005______% Asset Backed Notes (the "Class A-1 Notes"), ;
(b) $105,000,000 aggregate ________ principal amount of Class A-2a 4.09A-2 ______% Asset Backed Notes (the "Class A-2a A-2 Notes"), ;
(c) $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate ________ principal amount of Class A-3 4.94______% Asset Backed Notes (the "Class A-3 Notes,");
(d) $________ principal amount of Class A-4 ______% Asset Backed Notes (the "Class A-4 Notes" and together and, collectively with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes");
(e) and to sell the [$________ principal amount of Class B ______% Asset Backed Notes to the several underwriters named in Schedule I hereto (the "UnderwritersClass B Notes" and, collectively with the Class A Notes,] the "Notes" or "Underwritten Securities"), for whom you are acting as representatives ; in each case issued by Triad Automobile Receivables Trust 2006-A (the "RepresentativesTrust"). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "Certificate"). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1_________, 2008 200_ (as amended and supplemented from time to time, the "Indenture"), ) by and between the Issuing Entity Trust and U.S. Bank National Association, a national banking association [Indenture Trustee] (the "Indenture Trustee"). Simultaneously with The Certificate will represent a beneficial interest in the issuance and sale of the Notes as contemplated hereinTrust, the Issuing Entity assets of which will issue $33,387,349 aggregate principal amount of Asset Backed Certificates include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the "CertificatesTrust Agreement") to be dated as of _________, 200_ between the Depositor, Triad Financial Corporation ("Triad") and [Owner Trustee] (the "Owner Trustee"). Payments in respect of the Certificate, each such Certificate representing a fractional undivided interest to the extent specified in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to be the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the "Receivables"), sold by Triad to the Depositor pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of April 1__________, 2008 200_, and certain monies due or in some cases received thereunder on or after __________, 200_. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (as amended the "Servicer" or "Triad"), pursuant to the Sale and supplemented from time to time, Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement ) to be dated as of April 29__________, 2008 (as amended 200_ by and supplemented from time to timeamong the Depositor, the Servicer, the Indenture Trustee and the Trust. [The Class A Notes will have the benefit of a note insurance policy (the "Note Policy"), issued by [Insurer], a financial guaranty insurance company incorporated under the laws of the State of _______ (the "Insurer").] [In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of _________, 200_ (the "Insurance Agreement") and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of __________, 200_ (the "Indemnification Agreement"), between .] Capitalized terms used herein and not otherwise defined shall have the Depositor meanings given them in the Sale and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Financial Special Purpose LLC)
Introductory. Caterpillar Financial Funding CorporationChase Manhattan Bank USA, National Association, a Nevada corporation national banking association (the "DepositorBANK"), proposes to cause Caterpillar Financial Asset form Chase Manhattan Auto Owner Trust 20082002-A (the "Issuing EntityTRUST") to issue sell $182,000,000 445,000,000 aggregate principal amount of Class A-1 3.0051.9425% Asset Backed Notes (the "Class CLASS A-1 NotesNOTES"), $105,000,000 460,000,000 aggregate principal amount of Class A-2a 4.09A-2 2.63% Asset Backed Notes (the "Class A-2a NotesCLASS A-2 NOTES"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 570,000,000 aggregate principal amount of Class A-3 4.943.49% Asset Backed Notes (the "CLASS A-3 NOTES") and $498,400,000 aggregate principal amount of Class A-3 Notes,A-4 4.24% Asset Backed Notes (the "CLASS A-4 NOTES" and and, together with the Class CLASS A-1 NotesNOTES, the Class A-2a Notes CLASS A-2 NOTES and the Class A-2b NotesCLASS A-3 NOTES, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "RepresentativesNOTES"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest retail installment sale sales contracts and finance leases purchase money notes and other notes (the "ReceivablesRECEIVABLES") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables automobiles (the "Financed EquipmentFINANCED VEHICLES")) and certain monies received thereunder on or after the opening of business on March 1, and the proceeds thereof. The 2002, such Receivables will to be transferred to the Issuing Entity Trust and serviced by the DepositorBank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")equal $2,024,000,000. The Notes will be issued pursuant to the Indenture to be dated as of April March 1, 2008 2002 (as amended and supplemented from time to time, the "IndentureINDENTURE"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture TrusteeINDENTURE TRUSTEE"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity Trust will issue $33,387,349 50,600,000 aggregate principal amount of 4.17% Asset Backed Certificates (the "CertificatesCERTIFICATES") pursuant to the Amended and Restated Trust Agreement to be dated as of March 1, 2002 (as amended and supplemented from time to time, the "TRUST AGREEMENT"), between the Bank and Wilmington Trust Company, as owner trustee (the "OWNER TRUSTEE"), each such Certificate representing a fractional undivided ownership interest in the Issuing EntityTrust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "CERTIFICATE UNDERWRITING AGREEMENT" and, together with this Agreement, the "UNDERWRITING AGREEMENTS") among the Bank and the underwriter named therein (the "CERTIFICATE UNDERWRITER"). The Notes and the Certificates are sometimes referred to collectively herein as the "SECURITIES". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale and Servicing Agreement to be dated as of April March 1, 2008 2002 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust AgreementSALE AND SERVICING AGREEMENT"), between the Depositor Trust and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationthe Bank, as owner trustee under Seller and Servicer. This is to confirm the Trust Agreement agreement concerning the purchase of the Notes from the Bank by the several underwriters named in Schedule I hereto (the "Owner TrusteeUNDERWRITERS"), for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as representative (the "REPRESENTATIVE").
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Manhattan Auto Owner Trust 2002-A)
Introductory. Caterpillar Financial Funding CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20082021-A B (the "Issuing Entity") to issue $182,000,000 aggregate 264,600,000 principal amount of Class A-1 3.0050.00% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate 452,600,000 principal amount of Class A-2a 4.09A-2 0.22% Asset Backed Notes (the "Class A-2a A‑2 Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 452,600,000 principal amount of Class A-3 4.940.40% Asset Backed Notes (the "Class A-3 Notes,") and $120,120,000 principal amount of Class A-4 0.51% Asset Backed Notes (the "Class A-4 Notes" and and, together with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A‑3 Notes, the "Notes") and to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "Underwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the an Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), dated as of June 1, 2021, between the Issuing Entity and U.S. Bank National Association, a national banking association as indenture trustee (in such capacity, the "Indenture Trustee"). The assets of the Issuing Entity will include, among other things, the 2021-B Exchange Note (as defined below) backed by a pool of new Mercedes-Benz passenger car and sport utility vehicle leases and the related leased vehicles. Simultaneously with the issuance and sale of the Notes as contemplated herein, pursuant to an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement"), dated June 1, 2021, between the Depositor and Wilmington Trust, National Association, as owner trustee (in such capacity, the "Owner Trustee"), the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates asset backed certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. Daimler Trust, the titling trust (the "Titling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Titling Trust Agreement"), dated as of April 1, 2008, among Mercedes-Benz Financial Services USA LLC (f/k/a DCFS USA LLC) ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary (the "Initial Beneficiary") and BNY Mellon Trust of Delaware ((f/k/a BNYM (Delaware) (f/k/a The Bank of New York (Delaware)), as trustee (the "Titling Trustee"). On June 29, 2021 (the "2021-B Closing Date"), the Titling Trust, as borrower (the "Borrower") shall, pursuant to (i) that certain Amended and Restated Collateral Agency Agreement (as amended and supplemented from time to time, the "Basic Collateral Agency Agreement"), dated as of March 1, 2009, among the Borrower, MBFS USA, as lender (in such capacity, the "Lender") and as servicer (in such capacity, the "Servicer"), U.S. Bank Trust National Association, as administrative agent (the "Administrative Agent") and Daimler Title Co., as collateral agent (the "Collateral Agent") and (ii) a 2021-B Exchange Note Supplement (as amended and supplemented from time to time, the "Exchange Note Supplement"), dated as of June 1, 2021, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender, the Servicer and the Indenture Trustee, issue a 2021-B Exchange Note (the "2021-B Exchange Note") to the Lender evidencing the Borrower’s payment obligations in respect of certain advances made by the Lender to the Borrower. Amounts due on the 2021-B Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2021-B Reference Pool as of the close of business on April 30, 2021 (the "2021-B Cutoff Date"). The Lender will sell the 2021-B Exchange Note to the Depositor pursuant to a First-Tier Sale Agreement (as amended and supplemented from time to time, the "First-Tier Sale Agreement"), dated as of June 1, 2021, between the Lender and the Depositor, and the Depositor will sell the 2021-B Exchange Note to the Issuing Entity pursuant to a Second-Tier Sale Agreement (as amended and supplemented from time to time, the "Second-Tier Sale Agreement"), dated as of June 1, 2021, between the Depositor and the Issuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2021-B Reference Pool pursuant to a 2021-B Servicing Supplement (as amended and supplemented from time to time, the "2021-B Servicing Supplement"), dated as of June 1, 2021, among the Servicer, the Lender, the Borrower and the Collateral Agent, which supplements that certain Amended and Restated Servicing Agreement (as amended and supplemented from time to time, the "Basic Servicing Agreement"), dated as of March 1, 2009, among the Lender, the Servicer, the Borrower and the Collateral Agent. The asset representations review will be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") dated as of June 1, 2021 among ▇▇▇▇▇▇▇ Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuing Entity and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix 1 to the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer Exchange Note Supplement or, if not defined therein, in Appendix A to the Indenture or the Trust Agreement to be dated as of April 29, 2008 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2021-B)
Introductory. Caterpillar Triad Financial Funding CorporationSpecial Purpose LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $182,000,000 aggregate 150,000,000 principal amount of Class A-1 3.0054.573628% Asset Backed Notes (the "Class A-1 Notes"), ;
(b) $105,000,000 aggregate 250,000,000 principal amount of Class A-2a 4.09A-2 4.82% Asset Backed Notes (the "Class A-2a A-2 Notes"), ;
(c) $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate 247,000,000 principal amount of Class A-3 4.944.77% Asset Backed Notes (the "Class A-3 Notes,");
(d) $175,500,000 principal amount of Class A-4 4.88% Asset Backed Notes (the "Class A-4 Notes" and together and, collectively with the Class A-1 Notes, the Class A-2a A-2 Notes and the Class A-2b A-3 Notes, the "Class A Notes") and to sell the Notes to the several underwriters named , "Notes" or "Underwritten Securities"); in Schedule I hereto each case issued by Triad Automobile Receivables Trust 2006-A (the "UnderwritersTrust"). Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, for whom you are acting as representatives the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the "RepresentativesCertificate"). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") be secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (as hereinafter defined) and certain other property of the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC")Trust. The Notes will be issued pursuant to the Indenture to be dated as of April 1January 26, 2008 2006 (as amended and supplemented from time to time, the "Indenture"), ) by and between the Issuing Entity Trust and U.S. Bank National AssociationCitibank, a national banking association N.A. (the "Indenture Trustee"). Simultaneously with The Certificate will represent a beneficial interest in the issuance and sale of the Notes as contemplated hereinTrust, the Issuing Entity assets of which will issue $33,387,349 aggregate principal amount of Asset Backed Certificates include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the "CertificatesTrust Agreement") to be dated as of January 26, 2006 between the Depositor, Triad Financial Corporation ("Triad") and Wilmington Trust Company (the "Owner Trustee"). Payments in respect of the Certificate, each such Certificate representing a fractional undivided interest to the extent specified in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to be the rights of the holders of the Notes. The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the "Receivables"), sold by Triad to the Depositor pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of April 1January 26, 2008 2006, and certain monies due or in some cases received thereunder on or after December 31, 2005. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (as amended the "Servicer" or "Triad"), pursuant to the Sale and supplemented from time to time, Servicing Agreement (the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement ) to be dated as of April 29January 26, 2008 (as amended 2006 by and supplemented from time to timeamong the Depositor, the Servicer, the Indenture Trustee and the Trust. The Class A Notes will have the benefit of a note insurance policy (the "Note Policy"), issued by Ambac Assurance Corporation, a financial guaranty insurance company incorporated under the laws of the State of Wisconsin (the "Insurer"). In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of January 26, 2006 (the "Insurance Agreement") and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of January 26, 2006 (the "Indemnification Agreement"), between . Capitalized terms used herein and not otherwise defined shall have the Depositor meanings given them in the Sale and BNYM (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee")Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Automobile Receivables Trust 2006-A)