Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 Conn’s Receivables Funding Corporation2017-B, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 361,400,000 aggregate principal amount of Class B 6.18% Asset Backed Notes Fixed Rate Notes, Class A, Series 2017-B (the "“Class A Notes”), $132,180,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-B (the “Class B Notes") ”), and to sell $78,640,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-B (the “Class C Notes” and, together with the Class A Notes and the Class B Notes Notes, the “Purchased Notes”) to M▇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 ▇▇▇▇▇ LynchFargo Bank, PierceNational Association, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 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 "Underwriter"“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 Wilmington Trust, National Association (the “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 September 1December 20, 2007 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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 also enter into a Fifth Amended and Restated Intercreditor Agreement, to be dated as of December 20, 2017 (the “Class A-2 NotesIntercreditor Agreement”), $134,050,000 aggregate principal amount with Bank of Class A-3a 5.34% Asset Backed Notes (America, N.A., as collateral agent, providing for the "Class A-3a Notes") release of certain of the Receivables from the lien of an existing financing arrangement 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 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 theretorelated 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 September 1, 2007 (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 September 27the Purchased Notes, 2007 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 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 Bank of New York (Delaware)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 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 2007-A 200_-_ (the "Issuing EntityTrust") to issue sell $19,798,000 ___________ aggregate principal amount of Class B 6.18____% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. 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 EquipmentVehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The 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 as of the Issuing Entity by Caterpillar Financial Services Corporationopening of business on _________ __, a Delaware corporation 200_ (the "Servicer" or Cut-off Date"CFSC) 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"). The Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes will be issued (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of September 1__________ __, 2007 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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters named in Schedule I theretotherein (the "Note Underwriters"). 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 September 1____________ __, 2007 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 September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and The Bank of New York (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 20072019-A B (the "Issuing Entity") to issue $19,798,000 aggregate 200,000,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $530,000,000 principal amount of Class A-2 2.01% Asset Backed Notes (the "Class A‑2 Notes"), $440,000,000 principal amount of Class A-3 2.00% 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, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes") and to sell a portion of the Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Depositor. The Notes will be issued pursuant to an Indenture (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, 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 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 September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated November 1, 2019, 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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant to an underwriting agreement Daimler Trust, the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling 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 underwriters named in Schedule I theretoIssuing 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 September 1, 2007 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and 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 (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 2007-A (the "Issuing Entity") to issue $19,798,000 150,000,000 aggregate principal amount of Class B 6.18A-1 5.67225% Asset Backed Notes (the "Class B 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," and together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes") and to sell the Class B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 September 1, 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 A Notes as contemplated herein, the Issuing Entity will issue $150,000,000 19,798,000 aggregate principal amount of Class A-1 5.67225B 6.18% Asset Backed Notes (the "Class A-1 B 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 A 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 B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Depositor, CFSC and the underwriters named in Schedule I theretoM▇▇▇▇▇▇ 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20072008-A (the "Issuing Entity") to issue $19,798,000 182,000,000 aggregate principal amount of Class B 6.18A-1 3.005% Asset Backed Notes (the "Class B 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 Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 September April 1, 2007 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 Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 33,387,349 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 September April 1, 2007 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 September 27April 29, 2007 2008 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York 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 20072006-A (the "Issuing Entity") to issue $19,798,000 246,100,000 aggregate principal amount of Class B 6.18A-1 5.45498% Asset Backed Notes (the "Class B 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 to sell the Class B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 September June 1, 2007 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 A Notes as contemplated herein, the Issuing Entity will issue $150,000,000 26,560,000 aggregate principal amount of Class A-1 5.67225B 5.71% 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 B 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 $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 B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Depositor, CFSC and the underwriters named in Schedule I theretoM▇▇▇▇▇▇ 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 September June 1, 2007 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 September 27June 28, 2007 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Chase Bank of New York (Delaware)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 Funding AFCO Credit Corporation, a Nevada New York corporation (the "DepositorAFCO Credit"), proposes to cause Caterpillar Financial Asset Trust 2007-A and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Issuing EntityOriginators" and in their capacity as servicer, the "Servicer") have in the past and propose to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (continue in the "Class B Notes") and future to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and convey commercial insurance premium finance leases loans (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "CaterpillarSeller"), including rights who then proposes to receive certain payments with respect convey such Receivables to such Receivables, and security interests in the machinery financed by the Receivables Mellon Premium Finance Loan Owner Trust (the "Financed EquipmentTransferor"). Pursuant to the Series 2002-1 Supplement (the "Series 2002-1 Supplement"), dated as of December 17, 2002, among the Transferor, the Servicer, PFSI and PFSIC, as back-up servicers (together, the "Back-up Servicer"), and the proceeds thereof. The Trustee, the Transferor proposes to continue in the future to convey such 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 Mellon Bank Premium Finance Loan Master Trust (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "IndentureTrust"), between and proposes to cause the Issuing Entity Trust to issue and U.S. Bank National Association, a national banking association sell to the Underwriters named in Schedule I hereto (the "Indenture TrusteeUnderwriters"). Simultaneously with the issuance and sale of the Class B Notes , for whom you are acting as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes representative (the "Class A-1 NotesRepresentative"), $75,000,000 392,700,000 aggregate initial principal amount of its Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b A Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a NotesCertificates, 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement Series 2002-1 (the "Class A Note Certificates"), the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement,, dated the date hereof (the "Class B Underwriting Agreement") among the Seller, the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $17,600,000 aggregate initial principal amount of the Trust's Class B Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." together with this Agreement, This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements") among ." The Trust was originally formed pursuant to 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 Pooling and Servicing Agreement to be Agreement, dated as of September December 1, 2007 1996 (as amended and supplemented from time to time, the "Sale and Servicing AgreementOriginal P&S"), among the Issuing EntitySeller, as transferor, the Depositor Servicer, the Back-up Servicer and The First National Bank of Chicago, as Trustee (the Servicer or"Original Trustee"). From time to time prior to June 15, if not defined therein2001 (the "PSA Effective Date"), in the Indenture or effective date of the Trust Agreement to be Amended and Restated Pooling and Servicing Agreement, dated as of September 27June 15, 2007 2001 (amending and restating the Original P&S in its entirety, the "PSA") among the Transferor, the Servicer, the Back-up Servicer and the Trustee, Receivables were transferred from the Originators to the Seller pursuant to the Receivables Purchase Agreement, dated as of December 1, 1996 among the Originators and the Seller (the "Original Receivables Purchase Agreement") and from the Seller to the Trust pursuant to the Original P&S. In contemplation of transactions contemplated under the PSA, the Transferor was formed pursuant to the Trust Agreement, dated as of May 23, 2001, as amended and supplemented from time to timerestated as of June 15, 2001 (collectively, the "Trust Agreement"), each between the Depositor and The Bank of New York (Delaware)Seller, a Delaware banking corporationas depositor, and an affiliate of The Chase Manhattan Bank of New YorkUSA, a New York banking corporationNational Association, as owner trustee under the Trust Agreement (the "Owner Trustee"). The Seller is the sole owner of the Transferor. The Transferor will own the Transferor Interest. On the PSA Effective Date and from time to time thereafter, Receivables were conveyed by the Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement (which amends and restates the Original Receivables Purchase Agreement in its entirety), dated as of June 15, 2001 (the "First Tier Receivables Purchase Agreement"), among the Originators and the Seller. Immediately following such transfer, such Receivables were then conveyed by the Seller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement, dated as of June 15, 2001 (the "Second Tier Receivables Purchase Agreement"), between the Seller and the Transferor, and in turn, these Receivables were then immediately conveyed by the Transferor to the Trust pursuant to the PSA (which amended and restated the Original P&S in its entirety). On the Closing Date, pursuant to Section 6.9 of the PSA, the Certificates and the Collateral Interest will be issued to the Transferor. After giving effect to the transactions contemplated on the Closing Date, the assets of the Trust will consist of Receivables transferred pursuant to the Original Receivables Purchase Agreement and Original P&S to the Trust prior to the PSA Effective Date, and Receivables transferred to the Trust on and after the PSA Effective Date to the Closing Date, pursuant to the First Tier Receivables Purchase Agreement, the Second Tier Receivables Purchase Agreement and the PSA. The Trust has previously and may, from time to time in the future, enter into additional series supplements and issue other classes of certificates on such terms and with such rights in the Receivables as are not inconsistent with the rights and remedies of holders of the Certificates. The Receivables consist of amounts owed under premium finance agreements between either of the Originators, or other parties from whom the Originators acquire premium finance agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies and related sums, governed by the law of a state, territory or commonwealth of the United States of America or the District of Columbia. Each Originator is currently obligated pursuant to and as more fully described in the First Tier Receivables Purchase Agreement to sell to the Seller, among other things, each Premium Finance Agreement originated by such Originator that satisfy the eligibility criteria for transfer under the Pooling and Servicing Agreement and the Loan Agreement, including the security interest of the applicable Originator in the related Unearned Premium and the proceeds thereof, as listed in the Receivables Schedule delivered to the Transferor from time to time pursuant to the First Tier Receivables Purchase Agreement. Immediately following the sale of Receivables to the Seller, the Seller will be obligated to transfer such Receivables to the Transferor pursuant to the Second Tier Receivables Purchase Agreement, and finally such Receivables will be transferred by the Transferor to the Trust pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Mellon Bank Premium Finance Loan Master Trust), Underwriting Agreement (Mellon Bank Premium Finance Loan Master Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 20072006-A (the "Issuing Entity") to issue $19,798,000 26,560,000 aggregate principal amount of Class B 6.185.71% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September June 1, 2007 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 $150,000,000 246,100,000 aggregate principal amount of Class A-1 5.672255.45498% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 250,000,000 aggregate principal amount of Class A-2a 5.40A-2 5.59% Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 302,000,000 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 5.34A-3 5.57% Asset Backed Notes (the "Class A-3a A-3 Notes") and $155,000,000 136,460,000 aggregate principal amount of Class A-3b Floating Rate A-4 5.62% Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-2 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 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 September June 1, 2007 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 September 27June 28, 2007 2006 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Chase Bank of New York (Delaware)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 OneMain Finance Corporation (formerly Springleaf Finance Corporation), a Nevada an Indiana corporation (the "Depositor"“Company”), proposes to cause Caterpillar Financial Asset Trust 2007-issue and sell to BNP Paribas Securities Corp. (“BNPP”), Citigroup Global Markets Inc. (“Citi”), Mizuho Securities USA LLC (“Mizuho”) and the other several Underwriters named in Schedule A (collectively, the "Issuing Entity") to issue “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $19,798,000 750,000,000 aggregate principal amount of Class B 6.18the Company’s 3.500% Asset Backed Senior Notes due 2027 (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Securities”). The assets of the Issuing Entity Notes will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases be guaranteed (the "Receivables"“Guarantee”) secured by new and used machinery manufactured primarily by Caterpillar OneMain Holdings, Inc. ("Caterpillar"formerly Springleaf Holdings, Inc.), 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" “Guarantor” or "CFSC"“Parent”), the direct parent company of the Company. BNPP, Citi and Mizuho have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Notes Company intends to use the proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial’s Social Bond Framework. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the Indenture “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture to be dated as of September 1June 22, 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 2021 (the "“Supplemental Indenture”) to the Base Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 NotesBase Indenture, the “Class A-2 NotesIndenture”), $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 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 This Agreement, the "Underwriting Agreements") among the Depositor Securities and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined Indenture are referred to herein shall have as the meanings ascribed to them in “Transaction Documents.” The Company hereby confirms its agreements with the Sale and Servicing Agreement to be dated Underwriters as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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").follows:
Appears in 2 contracts
Sources: Underwriting Agreement (Onemain Finance Corp), Underwriting Agreement (OneMain Holdings, Inc.)
Introductory. Caterpillar Financial Funding Nissan Motor Acceptance Corporation, a Nevada California corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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"“NMAC” or “Servicer”), and the proceeds thereof. The Nissan Auto Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationCorporation II, a Delaware corporation (the "Servicer" “Depositor” or "CFSC"“Seller”). The Notes will be issued pursuant , hereby confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the “Representative”) and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the “Underwriters”) with respect to the Indenture to be dated as purchase by the Underwriters of September 1, 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 $150,000,000 268,000,000 aggregate principal amount of Class A-1 5.672252.49668% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $75,000,000 438,000,000 aggregate principal amount of Class A-2a 5.402.56% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 438,000,000 aggregate principal amount of Class A-3a 5.342.50% 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, Class A-3 (the “Class A-3 Notes," together with ”) and $106,000,000 aggregate principal amount of 2.54% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes and Notes, the Class A-2 Notes, the "Class A A-3 Notes," , and together the Class A-4 Notes are referred to herein as the “Notes”), of Nissan Auto Receivables 2019-B 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 Class B issuance of the Notes, the "Notes") and Depositor will cause the Trust to issue Asset Backed Certificates (the "“Certificates"”) each such with an original certificate representing a fractional undivided interest in the Issuing Entitybalance of $52,084,171.97. The Class A Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreementindenture, 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 September 1May 28, 2007 2019 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"“Indenture”), between the Depositor Trust and The U.S. Bank of New York National Association (Delaware“U.S. Bank”), a Delaware banking corporationas indenture trustee (the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and restated trust agreement, and an affiliate dated as of The Bank of New YorkMay 28, a New York banking corporation2019 (the “Trust Agreement”), between the Depositor, Wilmington Trust, National Association (“Wilmington Trust”), as owner trustee under (in such capacity, the “Owner Trustee”), and U.S. Bank, as certificate registrar and paying agent. 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 2019-B Owner Trust)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables 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 Credit Suisse Securities (USA) LLC and Banc of America Securities LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”), with respect to cause Caterpillar Financial the sale by the Depositor to the Underwriters of $243,000,000 aggregate principal amount of 5.32000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $288,000,000 aggregate principal amount of 5.32% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $236,000,000 aggregate principal amount of 5.23% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $333,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Offered Notes”) of World Omni Auto Receivables Trust 2007-A (the "Issuing Entity"“Trust”) under the terms and conditions herein contained. The Offered Notes are to issue be issued together with $19,798,000 31,105,000 aggregate principal amount of Class B 6.185.31% Asset Backed Notes Notes, Class B (the "“Class B Notes") and to sell ” and, together with Offered Notes, the “Notes”). The Class B Notes will initially be retained by the Depositor. The Notes will be issued pursuant to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated an indenture (the "Underwriter"“Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and Bank of New York, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates 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 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 September 1certain monies received thereunder after February 5, 2007 (as amended and supplemented from time to time, the "Indenture"“Initial Cutoff Date”), between the Issuing Entity and U.S. Bank National Associationand, if there is a national banking association funding period, additional fixed rate retail installment sale contracts (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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," “Subsequent Receivables” and together with the Class A-2a NotesInitial Receivables, the “Class A-2 NotesReceivables”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes ) secured by new and used automobiles and light-duty trucks financed thereby (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," “Subsequent Financed Vehicles” and together with the Class A-3a NotesInitial Financed Vehicles, the “Class A-3 Notes," together with Financed Vehicles”), and certain monies received thereunder after the Class A-1 Notes related cutoff date (each, a “Subsequent Cutoff Date”), rights under the interest rate swap agreement and monies on deposit in the Reserve Account and in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Trust 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 September 1, 2007 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, 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 and Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, if not which shall be deemed to be 12:45 p.m. on February 13, 2007 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the Preliminary Prospectus Supplement dated February 12, 2007 and the Prospectus dated February 12, 2007 (together, along with any information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the 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 September 27sale” (within the meaning of Rule 159 under the Act). If, 2007 (as amended and supplemented from time to timefollowing any such termination, the "Trust Agreement")Underwriters, between with prior written notice to the Depositor and The Bank World Omni, enter into new contracts of New York 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 2007-A)
Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing Entity") “Issuer”), to issue $19,798,000 125,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% A(2008-A1) Asset Backed Notes (the "“Class B A(2008-A1) Notes"” or the “Offered Notes”) and to sell $122,000,000 aggregate principal amount of AdvantaSeries Class A(2008-A2) (the “Class A(2008-A2) Notes” and together with the Class B Notes to M▇▇▇▇▇▇ LynchA(2008-A1) Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "Receivables"“Trust Agreement”) secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. Wilmington Trust Company, as owner trustee ("Caterpillar"the “Owner Trustee”), including rights as amended by Amendment No. 1 to receive certain payments with respect to such Receivablesthe Trust Agreement, and security interests in dated as of May 9, 2006, between the machinery financed by the Receivables (the "Financed Equipment"), Company 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")Owner Trustee. The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "“Master Indenture"”), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”), as amended by Amendment No. Simultaneously 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B Notes A(2008-A1) Terms Document and the Class A(2008-A2) Terms Document, each dated as contemplated hereinof May 16, 2008 (the AdvantaSeries Indenture Supplement, together with such terms document, the Issuing Entity will issue $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," “Indenture Supplement” and together with the Class A-2a NotesMaster Indenture, the “Class A-2 NotesIndenture”), $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes assets of the Issuer will be sold include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Transfer and Servicing 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 September August 1, 2007 2000 (as amended and supplemented from time to time, the "Sale “Transfer and Servicing Agreement"”), among the Issuing EntityCompany, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the Depositor “Servicer”), and the Servicer orIssuer, if not defined thereinas amended by Amendment No. 1 to the Transfer and Servicing Agreement, in the Indenture or the Trust Agreement to be dated as of September 27May 9, 2007 (as amended and supplemented from time to time2006, among the Company, the "Trust Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement", dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (Delawarethe “Security Agreement”), a Delaware banking corporationbetween 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 an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as owner trustee under the Trust “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(2008-A1) Notes listed on Schedule A hereto (the "Owner Trustee").“Underwriters”) as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Receivables Corp)
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"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount confirm their agreement with Deutsche Bank Securities Inc., Credit Suisse First Boston Corporation, Banc of Class B 6.18% Asset Backed Notes (the "Class B Notes") America Securities LLC, and to sell the Class B Notes to M▇.▇. ▇▇▇▇▇▇ LynchSecurities Inc. (collectively, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the "Underwriters") as follows: The Seller proposes to sell to the Underwriters $ 209,000,000 principal amount of its 1.98% Class A-1 Notes (the "UnderwriterClass A-1 Notes"), $ 349,000,000 principal amount of its 2.99% Class A-2 Notes (the "Class A-2 Notes"), $ 320,000,000 principal amount of its 4.03% Class A-3 Notes (the "Class A-3 Notes") and $ 322,000,000 principal amount of its 4.79% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), to be issued by Capital One Auto Finance Trust 2002-A, 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 JPMorgan Chase Bank, as indenture trustee (the "Indenture 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, 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 Vehicles 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 Receivables Closing Date, between the Seller and COAF (the "Financed EquipmentTransfer 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"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 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 ) guaranteeing certain payments due in respect of the Class B A Notes. The terms of the Class A Notes are set forth in the Registration Statement and the related Prospectus dated April 15, 2002, as contemplated hereinsupplemented by a Prospectus Supplement dated the date hereof. The Underwriters, COAF and the Issuing Entity Seller agree that no Term Sheets have been or will issue $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 be used in connection with the Class A-2a Notes, offering of 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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Capital One Auto Finance Trust 2002-A)
Introductory. Caterpillar Financial Funding CorporationCredit Suisse First Boston Mortgage Securities Corp., a Nevada corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-A Through Certificates, Series 2002-3. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Issuing EntityNon-Offered Certificates" and, together with the Offered Certificates, the "Certificates") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-3 (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterTrust"). The assets of the Issuing Entity Trust will include, among other things, consist primarily of a pool of fixed-rate retail installment sale contracts and finance leases certain home equity loans (the "ReceivablesMortgage Loans") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights conveyed to receive certain payments with respect to such Receivables, and security interests in the machinery financed Trust 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 a Pooling and Servicing Agreement, dated as of September 1, 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 2002 (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 September 1, 2007 (as amended and supplemented from time to time, the "Sale Pooling and Servicing Agreement"), among the Issuing EntityDepositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $370,000,000 as of September 26, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor and the Servicer or, if not defined therein, in the Indenture or to the Trust Agreement will first be transferred to be the Depositor by ABFS 2002-3, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of September 271, 2007 2002 (as amended and supplemented from time to time, the "Trust Unaffiliated Seller's Agreement"), between among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities"). The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement. The Certificates are to be issued pursuant to the Pooling and The Bank Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of New York September 23, 2002 relating to the Offered Certificates (Delawaretogether with the Prospectus attached thereto, the "Prospectus"), a Delaware banking corporation, and an affiliate which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of The Bank of New York, a New York banking corporation1986, as owner trustee under amended. The Depositor on the Trust Agreement date hereof will enter into an underwriting agreement dated the date hereof (the "Owner TrusteeUnderwriting Agreement")) with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents." Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
Appears in 1 contract
Sources: Indemnification Agreement (American Business Financial Services Inc /De/)
Introductory. Caterpillar Financial Funding CorporationHPSC Equipment Receivables 2000-1 LLC I ("LLC I") and HPSC Equipment Receivables 2000-1 LLC II ("LLC II") (LLC I and LLC II, a Nevada corporation together, the "ISSUERS"), Delaware limited liability companies, propose, subject to the terms and conditions stated herein, to issue and sell to Alpine Securitization Corp. (the "DepositorPURCHASER") its Equipment Contract-Backed Variable Funding Notes, Series 2000-1, (the "NOTES"), proposes to cause Caterpillar Financial Asset Trust 2007-A be issued under an indenture, dated as of December 1, 2000 (the "Issuing EntityINDENTURE"), by and among the Issuers, HPSC, Inc., an Originator and as Servicer, ("HPSC"), (in such capacities, an "Originator" and the "Servicer," as applicable), American Commercial Financial Corporation (an "Originator" or "ACFC" and together with HPSC in its capacity as an Originator, the "Originators") and BNY Midwest Trust Company, as indenture trustee (the "INDENTURE TRUSTEE"). In addition, simultaneously with the issuance of the Notes, and subject to the a note purchase agreement among the Issuers, American Commercial Finance Corporation ("ACFC") and Credit Suisse First Boston Corporation ("CSFB"), dated December 1, 2000 (the "Class A-F Note Purchase Agreement"), the Issuers propose to (i) sell to CSFB its Equipment Contract-Backed Notes, Series 2000-1, Class A, Class B1, Class B2, Class C, Class D and Class E Notes (collectively, the "SALE NOTES") and (ii) to issue $19,798,000 aggregate principal amount of and engage CSFB to use its best efforts to place the Class B 6.18% Asset Backed F Notes (the "Class B Best Efforts Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets Securities Act of the Issuing Entity will include1933, among other thingsas amended, a pool of fixed-rate retail installment sale contracts and finance leases (is herein referred to as the "ReceivablesSECURITIES ACT") 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 September 1, 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 $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 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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")Indenture.
Appears in 1 contract
Sources: Purchase Agreement (HPSC Inc)
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 2007-A (the "Issuing Entity") to issue Underwriters $19,798,000 99,210,000 aggregate principal amount of Class B 6.180.30137% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $150,000,000 249,050,000 aggregate principal amount of Class A-1 5.672250.81% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 249,450,000 aggregate principal amount of Class A-3a 5.341.49% 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, Class A-3 (the “Class A-3 Notes," together with ”), $86,660,000 aggregate principal amount of 1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $32,390,000 aggregate principal amount of 2.10% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 2011-A (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class A-2 B Notes are collectively referred to herein as the “Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity”. The Class A Notes will be sold issued pursuant to an underwriting agreement Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of the Closing Date, between the 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 "Class A “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, 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 Underwriting Agreement," together with this (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 "Underwriting Agreements"“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 2011-A 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 ▇▇▇ from the Warehouse Facility Lenders under the respective Warehouse Facilities and certain additional advances made by ▇▇▇ 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 April 8, 2011 (the “Cutoff Date”). ▇▇▇ 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 underwriters named in Schedule I theretoTrust (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 of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2011-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), 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 Closed-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 September 1, 2007 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 Administration Agreement, to be dated as of September 27the Closing Date, 2007 (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 The Bank Depository Trust Company. At or prior to the time when sales (including any contracts of New York sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:10 p.m. on April 27, 2011, (Delawarethe “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 April 18, 2011, and an affiliate the base prospectus dated April 18, 2011 (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 under the Trust Agreement amended (the "Owner Trustee").the
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Automobile Lease Securitization Trust 2011-A)
Introductory. Caterpillar Financial First National Funding CorporationLLC ("FNF LLC" or the "Transferor"), a Nevada corporation (limited liability company formed under the "Depositor")laws of the State of Nebraska, proposes to cause Caterpillar Financial Asset First National Master Note Trust 2007-A (the "Issuing EntityIssuer") to issue and sell $19,798,000 aggregate 411,250,000 principal amount of Class A Floating Rate Asset Backed Notes, Series 2007-1 (the "Class A Notes"), $40,000,000 principal amount of Class B 6.18% Floating Rate Asset Backed Notes Notes, Series 2007-1 (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $150,000,000 aggregate 48,750,000 principal amount of Class A-1 5.67225% C Floating Rate Asset Backed Notes Notes, Series 2007-1 (the "Class A-1 C 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 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates to the Underwriters (the "Certificates"as defined hereinafter) each such certificate representing a fractional undivided interest in the Issuing Entityfor whom you are acting as Representatives. The Class A Notes will be sold Issuer is a Delaware statutory trust formed pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a) a Trust 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 September 1October 16, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Transferor and Wilmington Trust Company ("WTC"), as owner trustee (the "Owner Trustee") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the "Master Indenture"), between the Issuer and The Bank of New York Trust Company, N.A. (Delaware), a Delaware banking corporation, and an affiliate of successor to The Bank of New York) ("BNYTC"), as indenture trustee (the "Indenture Trustee"), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the "Indenture Supplement," and together with the Master Indenture, the "Indenture"). The primary asset of the Issuer is a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the First Bankcard Master Credit Card Trust (the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the "Pooling and Servicing Agreement"), among FNF LLC, First National Bank of Omaha, a New York national banking corporationassociation (the "Bank"), as owner servicer (the "Servicer") and BNYTC (successor to The Bank of New York), as trustee under (the "Certificate Trust Trustee"), and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the "Owner TrusteeCollateral Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). The assets of the Certificate Trust include, among other things, certain amounts due (the "Receivables") on a portfolio of Visa(R) and MasterCard(R) revolving credit card accounts owned by the Bank (the "Accounts"). The Receivables are transferred to the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the "Receivables Purchase Agreement"), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the "Transfer and Servicing Agreement"), among the Transferor, the Bank, as Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the "Administration Agreement"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The Transfer and Servicing Agreement, the Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Master Note Trust)
Introductory. Caterpillar Financial Funding Corporation, The Bank is reorganizing from a Nevada corporation Massachusetts-chartered ------------ mutual savings bank to a Massachusetts-chartered stock savings bank (the "DepositorReorganization") in accordance with the laws of the Commonwealth of Massachusetts and the regulations of the Massachusetts Division of Banks (the "Division"), proposes to cause Caterpillar Financial Asset Trust 2007-A the Massachusetts Board of Bank Incorporation (the "Issuing EntityBank Board") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes ), the Federal Deposit Insurance Corporation (the "Class B NotesFDIC") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Board of Governors of the Federal Reserve System (the "UnderwriterFRB") (such laws and the regulations of the Division, the Bank Board, the FDIC and the FRB, collectively, the "Reorganization Regulations"). A Combined Application for Mutual Holding Company Reorganization and Merger and Stock Issuance (the "MHC Application") has been filed with the Division; a Combined Application to Establish De Novo Mutual and Stock Savings Banks/Bank Holding Company Application (the "Bank Board Application") has been filed with the Bank Board; a Notice of Intent to Convert (the "Conversion Notice"), a Bank Merger Act Application (the "BMA Application"), an Application for Interim Deposit Insurance (the "Insurance Application") and a Request for Waiver of Depositor Vote (the "Waiver Request") have been filed with the FDIC; and a Bank Holding Company Application on Form FR Y-3 (the "Holding Company Application") has been filed with the FRB (the MHC Application, the Bank Board Application, the Conversion Notice, the BMA Application, the Insurance Application, the Waiver Request and the Holding Company Application, collectively, the "Reorganization Applications"); and all amendments to the Reorganization Applications required to the date hereof have also been filed. The assets of the Issuing Entity will includeMHC Application includes, among other things, the Bank's Plan of Reorganization From a pool of fixed-rate retail installment sale contracts Mutual Savings Bank to a Mutual Holding Company and finance leases Stock Issuance Plan (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("CaterpillarPlan"). As part of the Reorganization and the Plan, including the Bank will establish (i) Brookline Savings Bank, a Massachusetts-chartered stock savings bank that will succeed to all of the rights to receive certain payments with respect to such Receivables, and security interests obligations of the Bank as set forth in the machinery financed by the Receivables Plan, (ii) Brookline Bancorp, MHC, a Massachusetts-chartered mutual holding company (the "Financed EquipmentMutual Company"), and (iii) the proceeds thereofCompany. The Receivables Mutual Company will own at least 51% of the voting shares of the Company for so long as the Mutual Company remains in existence. The Bank will be transferred a wholly-owned subsidiary of the Company. References herein to the Issuing Entity Bank shall include the Bank in its current mutual form or its post-Reorganization stock form as indicated 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 September 1, 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 $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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")context.
Appears in 1 contract
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20071997-A (the "Issuing EntityTrust") to issue and sell $19,798,000 88,000,000 aggregate principal amount of Class B 6.18A-1 5.7225% Asset Backed Notes (the "Class B A-1 Notes"), $128,000,000 aggregate principal amount of Class A-2 6.10% Asset Backed Notes (the "Class A-2 Notes") and to sell the $108,100,000 aggregate principal amount of Class B A-3 6.45% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-3 Notes", and together with the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"). 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, 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 Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 September May 1, 2007 1997 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. The First National Bank National Associationof Chicago, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B A Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 13,870,000 aggregate principal amount of 6.65% Class A-1 5.67225% B Asset Backed Notes (the "Class A-1 B 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 $8,666,681 aggregate principal amount of 6.65% Asset Backed Certificates (the "Certificates") ; together with the Notes sometimes referred to collectively herein as the "Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," "; together with this Underwriting Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC 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 September May 1, 2007 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27May 1, 2007 1997 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, corporation as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Class a Note Underwriting Agreement (Caterpillar Financial Funding Corp)
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 20072006-A (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 293,000,000 principal amount of 4.98925% Class B 6.18% A-1 Asset Backed Notes (the "“A-1 Notes”), $280,000,000 principal amount of 5.18% Class A-2 Asset Backed Notes (the “A-2 Notes”), $360,000,000 principal amount of 5.20% Class A-3 Asset Backed Notes (the “A-3 Notes”), $181,350,000 principal amount of 5.27% Class A-4 Asset Backed Notes (the “A-4 Notes”) and $35,650,000 principal amount of 5.40% Class B Notes") and to sell the Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“B Notes” and, together with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, 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-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 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 Receivables pursuant to the Backup Servicing Agreement, dated as of March 1, 2006 (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 JPMorgan Chase Bank, 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 September March 1, 2007 2006 (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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. 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 September March 1, 2007 2006 (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 September 27March 1, 2007 2006 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, as trustee (the “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 2:29 p.m. on March 7, 2006 (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated March 6, 2006 (the “Preliminary Prospectus Supplement”) to the base prospectus dated March 6, 2006 (the “Preliminary Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a New York 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 as a result investors in the Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 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 2006-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 Trust the Honda Auto Receivables 2007-A 3 Owner Trust (the "Issuing EntityTrust") to issue and sell $19,798,000 208,000,000 aggregate principal amount of Class B 6.185.56483% Asset Backed Notes Notes, Class A-1 (the "Class B A-1 Notes"), $205,000,000 aggregate principal amount of 5.29% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $194,000,000 aggregate principal amount of one-month LIBOR plus 0.18% Floating Rate Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and to sell the $196,680,000 aggregate principal amount of one-month LIBOR plus 0.25% Floating Rate Asset Backed Notes, Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated A-4 (the "Underwriter"). The assets of Class A-4 Notes" and together with the Issuing Entity will includeClass A-1 Notes, among other thingsthe Class A-2 Notes and the Class A-3 Notes, 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 September August 1, 2007 (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 Concurrently with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 26,998,326.05 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount certificates 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 beneficial interest (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Amended and Restated Trust 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 September 1August 23, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between among the Depositor and The Bank of New York (Delaware)Company, a Delaware banking corporationCitibank, and an affiliate of The Bank of New York, a New York banking corporationN.A., as owner trustee under the Trust Agreement (in such capacity, the "Owner Trustee") and Citigroup Institutional Trust Company, 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
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2007-3 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mhereby confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ LynchSecurities LLC, Pierce, FBarclays Capital Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & S▇▇▇▇ Incorporated Co. LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Underwriter"“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 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 October 20, a Delaware corporation 2011 (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"“Initial Cutoff Date”), between the Issuing Entity and U.S. Bank National Associationand, if there is a national banking association funding period, additional fixed rate retail installment sale contracts (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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," “Subsequent Receivables” and together with the Class A-2a NotesInitial Receivables, the “Class A-2 NotesReceivables”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes ) secured by new and used automobiles and light-duty trucks financed thereby (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," “Subsequent Financed Vehicles” and together with the Class A-3a NotesInitial Financed Vehicles, the “Class A-3 Notes," together with Financed Vehicles”), and certain monies received thereunder after the Class A-1 Notes related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Trust 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 September 1, 2007 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 September 27sale” (within the meaning of Rule 159 under the Act). If, 2007 (as amended and supplemented from time to timefollowing any such termination, the "Trust Agreement")Underwriters, between with prior written notice to the Depositor and The Bank World Omni, enter into new contracts of New York 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 20072013-A B (the "“Issuing Entity"”) to issue $19,798,000 aggregate 272,000,000 principal amount of Class B 6.18A-1 0.26000% Asset Backed Notes (the "“Class B A-1 Notes"”), $400,000,000 principal amount of Class A-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-2 Notes and the Class A-3 Notes, the “Notes”) and to sell the Class B Notes in the respective amounts listed on Schedule I hereto to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“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 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 CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated November 1, 2013, 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 Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes asset backed certificates (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 NotesCertificates”), $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 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 Class A Notes Lender will be sold sell the 2013-B Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “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 underwriters named in Schedule I theretoIssuing 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 September 1, 2007 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2013-B)
Introductory. Caterpillar Financial Funding CorporationCase Receivables II Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Case Equipment Loan Trust 20071998-A B (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 112,706,000 principal amount of Class B 6.18A-1 5.6075% Asset Backed Notes (the "A-1 Notes"), $200,000,000 principal amount of Class B A-2 5.70% Asset Backed Notes (the "A-2 Notes"), $140,000,000 principal amount of Class A-3 5.81% Asset Backed Notes (the "A-3 Notes") and to sell the $123,794,000 principal amount of Class B A-4 5.92% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterA-4 Notes"; together with the A-1 Notes, the A-2 Notes and the A-3 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Class A Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). 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 September August 1, 2007 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 Class B Underwritten Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will (i) issue $150,000,000 aggregate 25,000,000 principal amount of 5.99% Class A-1 5.67225% B 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 B 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class A B Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor 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"), in a combined amount of $12,500,000 to 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 September August 1, 2007 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 September 27August 1, 2007 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and 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 1 contract
Sources: Class a Note Underwriting Agreement (Case Receivables Ii Inc)
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 20072001-A B (the "Issuing EntityTrust") to issue sell $19,798,000 32,503,047 aggregate principal amount of Class B 6.183.75% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. 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 EquipmentVehicles") and certain monies received thereunder on or after the opening of business on November 1, 2001 (the "Cut-off Date"), and the proceeds thereof. The 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 equal $1,299,883,047. The Certificates will be serviced for issued pursuant to the Issuing Entity by Caterpillar Financial Services CorporationAmended and Restated Trust Agreement to be dated as of November 1, a Delaware corporation 2001 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and Wilmington Trust Company, as owner trustee (the "Servicer" or "CFSCOwner Trustee"). The Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $280,000,000 aggregate principal amount of Class A-1 2.18% Asset Backed Notes will be issued (the "Class A-1 Notes"), $300,000,000 aggregate principal amount of Class A-2 2.44% Asset Backed Notes (the "Class A-2 Notes"), $365,000,000 aggregate principal amount of Class A-3 3.09% Asset Backed Notes (the "Class A-3 Notes") and $322,380,000 aggregate principal amount of Class A-4 3.80% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of September November 1, 2007 2001 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters named in Schedule I theretotherein (the "Note Underwriters"). 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 September November 1, 2007 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing Entity, the Depositor Trust and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationBank, as owner trustee under Seller and Servicer. This is to confirm the Trust Agreement agreement concerning the purchase of the Certificates from the Bank by ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "Owner TrusteeUnderwriter").
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Chase Manhattan Auto Owner Trust 2001-B)
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 the Underwriters $104,910,000 aggregate principal amount of 0.20000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $152,720,000 aggregate principal amount of 0.71% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”),$152,720,000 aggregate principal amount of 1 Month LIBOR + 0.21% Asset Backed Notes, Class A-2b (the “Class A-2b Notes”), $213,590,000 aggregate principal amount of 1.16% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $80,000,000 aggregate principal amount of 1.37% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $30,130,000 aggregate principal amount of 1.65% Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 20072014-A (the "Issuing Entity"“Trust”) on the Closing Date (as defined below) pursuant to issue $19,798,000 aggregate principal amount of the terms and conditions herein contained. The Class B 6.18% Asset Backed A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes (the "Class B Notes") and to sell the Class B Notes are collectively referred to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (herein as the "Underwriter"). 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")“Notes”. The Notes will be issued pursuant to the an Indenture to be dated as of September 1, 2007 (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 (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 Notesin such capacity, the “Class A-2 NotesOwner 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”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes AL Holding Corp. (the "Class A-3a Notes"“Closed-End Collateral Agent”), Bank of America, N.A. (the “Deal Agent”), U.S. Bank National Association (the “Closed-End Administrative Agent”) and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes the secured parties from time to time named therein (the "Class A-3b Notes," and together with the Class A-3a Notesas amended, restated, modified or supplemented from time to time, the “Class A-3 Notes," together with Collateral Agency Agreement”) and (ii) a 2014-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of the Class A-1 Notes Closing Date, by and among W▇▇▇, ▇▇▇, the Closed-End Collateral Agent and the Class A-2 NotesClosed-End Administrative Agent (as amended, restated, modified or supplemented from time to time, the "Class A Notes," and together with the Class B Notes“Exchange Note Supplement”), the "Notes") and Asset Backed Certificates issue a closed-end exchange note (the "Certificates"“Exchange Note”) each such certificate representing a fractional undivided interest to ALF evidencing WOLT’s payment obligations in respect of certain Advances acquired by ALF from the Issuing EntityWarehouse Facility Lenders under the Warehouse Facility and/or certain additional advances made by ALF to WOLT. The Class A Notes Amounts due on the Exchange Note will be sold 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 August 5, 2014 (the “Cutoff Date”). ALF will sell the Exchange Note to the Depositor pursuant to an underwriting agreement (the "Class A Exchange Note Underwriting Agreement," together with this Sale Agreement, to be dated as of the "Underwriting Agreements") among 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 underwriters named in Schedule I theretoTrust (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 of the Exchange Note pursuant to an Exchange Note Servicing Supplement 2014-A to Closed-End Servicing Agreement, to be dated as of the Closing Date, among World Omni, WOLT and the Closed-End Collateral Agent (as amended, restated, modified or supplemented from time to time, the “Exchange Note Servicing Supplement”), 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 Closed-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 September 1, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Collateral Agency Agreement"), between the Depositor and 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 1 contract
Introductory. Caterpillar Financial First National Funding CorporationLLC (“FNF LLC” or the “Transferor”), a Nevada corporation (limited liability company formed under the "Depositor")laws of the State of Nebraska, proposes to cause Caterpillar Financial Asset First National Master Note Trust 2007-A (the "Issuing Entity"“Issuer”) to issue and sell $19,798,000 aggregate 600,000,000 principal amount of Class B 6.18% A Series 2009-1 Asset Backed Notes (the "Class B “Notes"”), to the Underwriters (as defined hereinafter) and to sell for whom you are acting as Representatives. One or more of the Class B underwriters for the Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated listed on Schedule A hereto (the "Underwriter"). The assets “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the 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, and The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 10, 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 to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, Issuer is a Delaware corporation statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the "Servicer" or "CFSC"“Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) (“BNYTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of September 1, 2007 the Closing Date (as amended defined below) (the “Indenture Supplement,” and supplemented from time to timetogether with the Master Indenture, the "“Indenture"”). The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “Transfer and Servicing Agreement”), between among the Issuing Entity and U.S. Transferor, First National Bank National Associationof Omaha, a national banking association (the "Indenture Trustee"“Bank”). Simultaneously with the issuance and sale of the Class B Notes , as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes servicer (the "Class A-1 Notes")“Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, $75,000,000 aggregate principal amount dated as of Class A-2a 5.40% Asset Backed Notes October 24, 2002 (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 Notesas amended, the “Class A-2 NotesReceivables Purchase Agreement”), $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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of New York the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (Delawarethe “Administration Agreement”), a Delaware banking corporationbetween the Bank, as administrator (in such capacity, the “Administrator”), and an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, as owner trustee under the Indenture, the Trust Agreement (and the "Owner Trustee")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.
Appears in 1 contract
Sources: Underwriting Agreement (First National Master Note Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset Trust 2007-A 20___-___ (the "Issuing Entity"“Trust”) to issue $19,798,000 ___ aggregate principal amount of [Class B 6.18A-1 ___% Asset Backed Notes (the "“Class A-1 Notes”), $___ aggregate principal amount of Class A-2 ___% Asset Backed Notes (the “Class A-2 Notes”) and $___ aggregate principal amount of Class A-3 ___% Asset Backed Notes (the “Class A-3 Notes,” together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”) and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”)] [Class B ___% Asset Backed Notes (the “Class B Notes"”) and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated ___ (the "“Underwriter"”)]. 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 by the Receivables (the "“Financed Equipment"”), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 September May 1, 2007 2004 (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 Class B [A] [B] Notes as contemplated herein, the Issuing Entity Trust will issue [$150,000,000 ___ aggregate principal amount of Class B ___% Asset Backed Notes (the “Class B Notes,” together with the Class A Notes, the “Notes”)] [$___ 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 5.40A-2 ___% Asset Backed Notes (the "“Class A-2a A-2 Notes"), ”) and $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 5.34A-3 ___% 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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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").Asset
Appears in 1 contract
Sources: Note Underwriting Agreement (Caterpillar Financial Funding Corp)
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 20072001-A B (the "Issuing EntityTrust") to issue sell $19,798,000 280,000,000 aggregate principal amount of Class B 6.18A-1 2.18% Asset Backed Notes (the "Class B A-1 Notes"), $300,000,000 aggregate principal amount of Class A-2 2.44% Asset Backed Notes (the "Class A-2 Notes"), $365,000,000 aggregate principal amount of Class A-3 3.09% Asset Backed Notes (the "Class A-3 Notes") and to sell the $322,380,000 aggregate principal amount of Class B A-4 3.80% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the 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 EquipmentVehicles") and certain monies received thereunder on or after the opening of business on November 1, 2001 (the "Cut-off Date"), and the proceeds thereof. The 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 $1,299,883,047. The Notes will be issued pursuant to the Indenture to be dated as of September November 1, 2007 2001 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 32,503,047 aggregate principal amount of Class A-1 5.672253.75% 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") pursuant to the Amended and Restated Trust Agreement to be dated as of November 1, 2001 (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 Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," and, together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters underwriter named in Schedule I theretotherein (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 September November 1, 2007 2001 (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 Notes from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and The Bank of New York (Delaware), 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 TrusteeRepresentative").
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Manhattan Auto Owner Trust 2001-B)
Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing Entity") “Issuer”), to issue $19,798,000 200,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% A(2006-A7) Asset Backed Notes (the "“Class B A(2006-A7) Notes"” or the “Offered Notes”) and to sell $140,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class C(2006-C1) Asset Backed Notes (the “Class C(2006-C1) Notes” and together with the Class B Notes to M▇▇▇▇▇▇ LynchA(2006-A7) Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "Receivables"“Trust Agreement”) secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. Wilmington Trust Company, as owner trustee ("Caterpillar"the “Owner Trustee”), including rights as amended by Amendment No. 1 to receive certain payments with respect to such Receivablesthe Trust Agreement, and security interests in dated as of May 9, 2006, between the machinery financed by the Receivables (the "Financed Equipment"), Company 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")Owner Trustee. The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "“Master Indenture"”), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”), as amended by Amendment No. Simultaneously 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B Notes A(2006-A7) Terms Document and the Class C(2006-C1) Terms Document, each dated as contemplated hereinof December 5, 2006 (the AdvantaSeries Indenture Supplement, together with such terms documents, the Issuing Entity will issue $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," “Indenture Supplement” and together with the Class A-2a NotesMaster Indenture, the “Class A-2 NotesIndenture”), $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes assets of the Issuer will be sold include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Transfer and Servicing 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 September August 1, 2007 2000 (as amended and supplemented from time to time, the "Sale “Transfer and Servicing Agreement"”), among the Issuing EntityCompany, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the Depositor “Servicer”), and the Servicer orIssuer, if not defined thereinas amended by Amendment No. 1 to the Transfer and Servicing Agreement, in the Indenture or the Trust Agreement to be dated as of September 27May 9, 2007 (as amended and supplemented from time to time2006, among the Company, the "Trust Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement", dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (Delawarethe “Security Agreement”), a Delaware banking corporationbetween 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 an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as owner trustee under the Trust “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 Offered Notes listed on Schedule A hereto (the "Owner Trustee").“Underwriters”) as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Receivables Corp)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to MC▇▇▇▇▇▇ LynchPetroleum Finance Corporation, Piercean Alberta corporation (the “Issuer”), Fproposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$300,000,000 principal amount of its 75/8% Senior Notes due December 1, 2013 (the “Notes”) to be issued under an indenture agreement, to be dated as of November 22, 2005 (the “Indenture”), among the Issuer, C▇▇▇▇▇▇ & S▇▇▇▇ Incorporated Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the "Underwriter"). “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The assets Bank of the Issuing Entity will includeNova Scotia Trust Company of New York, 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")as Trustee. The Notes will be issued pursuant to fully, irrevocably and unconditionally guaranteed (the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"“Parent Guarantee”), between the Issuing Entity as to payment of principal, premium, if any, and U.S. Bank National Associationinterest by Parent, a national banking association and will be fully, irrevocably and unconditionally guaranteed (the "Indenture Trustee")“Subsidiary Guarantees”) as to payment of principal, premium, if any, and interest by the Subsidiary Guarantors. Simultaneously with the issuance and sale Each of the Class B Notes as contemplated hereinSubsidiary Guarantees will be fully, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes irrevocably and unconditionally guaranteed (the "Class A-1 Notes")“Parent-Subsidiary Guarantees” and, $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 Parent Guarantee and the Subsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Class A-2 NotesOffered Securities”) as to payment of principal, premium, if any, and interest on a senior basis by Parent. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as defined below) among the Issuer, the Guarantors and the Purchasers (the “Registration Rights Agreement”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes pursuant to which the Issuer agrees to file a registration statement with the United States Securities and Exchange Commission (the "Class A-3a Notes"“Commission”) and $155,000,000 aggregate principal amount registering the resale of Class A-3b Floating Rate Asset Backed Notes the Offered Securities under the United States Securities Act of 1933, as amended (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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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"Securities Act”).
Appears in 1 contract
Sources: Purchase Agreement (Compton Petroleum Holdings CORP)
Introductory. Caterpillar Financial Funding CorporationSilgan Holdings Inc., a Nevada Delaware corporation (the "Depositor"“Company”), proposes to cause Caterpillar Financial Asset Trust 2007-A issue and sell to (i) BofA Securities, Inc. and the other several Initial Purchasers named in Schedule A-1 (the "Issuing Entity") to issue “Dollar Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-1 of $19,798,000 200 million aggregate principal amount of Class B 6.18the Company’s 4.125% Asset Backed Senior Notes due 2028 (the "Class B Notes"“Dollar Securities”) and to sell the Class B Notes to M(ii) ▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & SInternational and the other several Initial Purchasers named in Schedule A-2 (the “Euro Initial Purchasers” and, together with the Dollar Initial Purchasers, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-2 of €500 million aggregate principal amount of the Company’s 2.250% Senior Notes due 2028 (the “Euro Securities” and, together with the Dollar Securities, the “Securities”). BofA Securities, Inc. and ▇▇▇▇▇▇▇ Incorporated ▇▇▇▇▇ International have agreed to act as the representatives of the several Initial Purchasers (the "Underwriter")“Representatives”) in connection with the offering and sale of the Securities. 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 Securities will be issued pursuant to (i) in the Indenture to be case of the Dollar Securities, that certain indenture, dated as of September 1November 12, 2007 2019 (as amended and supplemented from time to time, the "“Dollar Securities Base Indenture"”), between the Issuing Entity Company and U.S. Bank National Association, a national banking association as trustee for the Existing Dollar Securities (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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"defined below) 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 NotesDollar Securities, the “Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notesas supplemented by a supplemental indenture, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such 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 September 1February 26, 2007 2020 (as amended and supplemented from time to timethe “Dollar Securities Supplemental Indenture” and, together with the Dollar Securities Base Indenture, the "Sale “Dollar Securities Indenture”) and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, (ii) in the Indenture or case of the Trust Agreement Euro Securities, an indenture, to be dated as of September 27February 26, 2007 2020 (as amended and supplemented from time to timethe “Euro Securities Indenture” and, together with the Dollar Securities Indenture, the "Trust Agreement"“Indentures”), between the Depositor Company and U.S. Bank National Association, as trustee for the Euro Securities. The Bank Dollar Securities will be issued only in book-entry form in the name of New York Cede & Co., as nominee of The Depository Trust Company (Delaware“DTC”), pursuant to a Delaware banking corporationletter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”) between the Company and DTC and the Euro Securities will be issued only in book-entry form to the depositary of the Euro Securities, as nominee of Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear system, and Clearstream Banking, société anonyme (“Clearstream”). The Company has previously issued $400,000,000 aggregate principal amount of 4.125% Senior Notes due 2028 (the “Existing Dollar Securities”) under the Dollar Securities Base Indenture. The Dollar Securities constitute “Additional Notes” (as such term is defined in the Dollar Securities Base Indenture) under the Dollar Securities Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Dollar Securities will have identical terms to the Existing Dollar Securities and will be treated as a single series of debt for all purposes under the Dollar Securities Indenture. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of February 26, 2020 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Company will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indentures are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an affiliate offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Bank Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of New York1933 (as amended, a New York banking corporationthe “Securities Act,” which term, as owner trustee used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indentures, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Trust Agreement Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 19, 2020 (the "Owner Trustee"“Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 19, 2020 (the “Pricing Supplement”), attached as Schedule B hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to collectively as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
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 2003-4 Owner Trust 2007-A (the "Issuing EntityTrust") to issue and sell $19,798,000 421,000,000 aggregate principal amount of Class B 6.181.13000% Asset Backed Notes Notes, Class A-1 (the "Class B A-1 Notes"), $540,000,000 aggregate principal amount of 1.580% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $340,000,000 aggregate principal amount of 2.190% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and to sell the $499,000,000 aggregate principal amount of 2.790% Asset Backed Notes, Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated A-4 (the "Underwriter"). The assets of Class A-4 Notes" and together with the Issuing Entity will includeClass A-1 Notes, among other thingsthe Class A-2 Notes and the Class A-3 Notes, 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 September October 1, 2007 2003 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank Trust National Association, a national banking association Association (the "Indenture Trustee"). Simultaneously Concurrently with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 50,899,759.44 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount certificates 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 beneficial interest (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Amended and Restated Trust 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 September 1October 30, 2007 2003 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between among the Depositor and The Bank of New York (Delaware)Company, a Delaware banking corporationCitibank, and an affiliate of The Bank of New York, a New York banking corporationN.A., as owner trustee under the Trust Agreement (the "Owner Trustee") and Wachovia Trust Company N.A., as Delaware Trustee (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
Appears in 1 contract
Sources: Underwriting Agreement (American Honda Receivables Corp Honda Auto Rec 03 4 Owner Tr)
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 20072013-A (the "“Issuing Entity"”) to issue $19,798,000 aggregate 478,850,000 principal amount of Class B 6.18A-1 0.27000% Asset Backed Notes (the "“Class B A-1 Notes"”), $796,000,000 principal amount of Class A-2 0.49% Asset Backed Notes (the “Class A-2 Notes”), $590,000,000 principal amount of Class A-3 0.59% Asset Backed Notes (the “Class A-3 Notes”) and $154,350,000 principal amount of Class A-4 0.72% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) and to sell the Class B Notes in the respective amounts listed on Schedule I hereto to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“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, 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-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 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 CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), dated April 1, 2013, 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 Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes asset backed certificates (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 NotesCertificates”), $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 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 24, 2013 (the “2013-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 2013-A Exchange Note Supplement (as amended and supplemented from time to time, the “Exchange Note Supplement”), dated as of April 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-A Exchange Note (the “2013-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 2013-A Exchange Note shall be paid from collections on the Titling Trust Assets allocated to the 2013-A Reference Pool as of the close of business on February 28, 2013 (the “2013-A Cutoff Date”). The Class Lender will sell the 2013-A Notes will be sold Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “First Tier Sale Agreement”), dated as of April 1, 2013, between the Lender and the Depositor, and the Depositor will sell the 2013-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, 2013, between the Depositor and the underwriters named in Schedule I theretoIssuing Entity. MBFS USA will continue to service the Titling Trust Assets allocated to the 2013-A Reference Pool pursuant to a 2013-A Servicing Supplement (as amended and supplemented from time to time, the “2013-A Servicing Supplement”), dated as of April 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 September 1, 2007 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2013-A)
Introductory. Caterpillar Financial First National Funding CorporationLLC ("FNF LLC" or the "Transferor"), a Nevada corporation (limited liability company formed under the "Depositor")laws of the State of Nebraska, proposes to cause Caterpillar Financial Asset First National Master Note Trust 2007-A (the "Issuing EntityIssuer") to issue and sell $19,798,000 aggregate 415,000,000 principal amount of Class A Floating Rate Asset Backed Notes, Series 2003-1 (the "Class A Notes"), $38,750,000 principal amount of Class B 6.182.76% Asset Backed Notes Notes, Series 2003-1 (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $150,000,000 aggregate 46,250,000 principal amount of Class A-1 5.67225% C Floating Rate Asset Backed Notes Notes, Series 2003-1 (the "Class A-1 C 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 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates to the Underwriters (as defined hereinafter) for whom you are acting as Representatives (the "CertificatesRepresentatives") each such certificate representing a fractional undivided interest in the Issuing Entity). The Class A Notes will be sold Issuer is a Delaware statutory business trust formed pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a) a Trust 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 September 1October 16, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Transferor and Wilmington Trust Company ("WTC"), as owner trustee (the "Owner Trustee") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (the "Master Indenture"), between the Issuer and The Bank of New York (Delaware"BONY"), as indenture trustee (the "Indenture Trustee"), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of March 20, 2003 (the "Indenture Supplement," and together with the Master Indenture, the "Indenture"). Initially, the primary asset of the Issuer will be a Delaware certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the First Bankcard Master Credit Card Trust (the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the "Pooling and Servicing Agreement"), among FNF LLC, First National Bank of Omaha, a national banking corporationassociation (the "Bank"), as servicer (the "Servicer") and BONY, as trustee (the "Certificate Trust Trustee"), and an affiliate the Collateral Series Supplement, dated as of The Bank of New YorkOctober 24, a New York banking corporation2002, as owner trustee under to the Trust Pooling and Servicing Agreement (the "Owner TrusteeCollateral Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). The assets of the Certificate Trust include, among other things, certain amounts due (the "Receivables") on a portfolio of Visa(R) and MasterCard(R) revolving credit card accounts owned by the Bank (the "Accounts"). The Receivables are transferred to the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (the "Receivables Purchase Agreement"), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the "Transfer and Servicing Agreement"), among the Transferor, the Bank, as Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the "Administration Agreement"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The Transfer and Servicing Agreement, the Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents. The Transferor and the Bank hereby agree, severally and not jointly, 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 (First Bankcard Master Credit Card Trust)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Transportation 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 2007the sale of the GE Equipment Transportation LLC, Series 2011-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class B A Notes") and to sell ” or the “Offered Notes”). The Company will also issue the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts “Class B Notes”) and finance leases Class C Notes (the "Receivables") secured by new “Class C Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments together with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), Class B Notes and the proceeds thereof. The Receivables will be transferred to Offered Notes, 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1June 29, 2007 2011 (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 Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $691,858,000. The Offered Notes are being purchased by the entities specified in Schedule I hereto (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 Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans secured by transportation equipment and the related security interests in the equipment financed thereby (collectively, the “Class A-2 NotesLoans”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (. GECC will sell the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (Loans to 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Depositor pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Loan Sale 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 September 1June 29, 2007 2011 (as amended and supplemented from time to time, the "“Loan 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Depositor and The Bank GECC. Pursuant to a Loan Purchase and Sale Agreement, dated as of New York June 29, 2011 (Delawarethe “Loan Purchase and Sale Agreement”), a Delaware banking corporationbetween the Depositor and the Company, the Depositor 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 June 29, 2011 (the “Servicing Agreement”) between GECC, as servicer, and an affiliate of the Company, GECC will service the Loans. 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 0.29377% per annum, a New York banking corporationthe Class A-2 Notes shall bear interest at 0.77% per annum, as owner trustee under the Trust Agreement (Class A-3 Notes shall bear interest at 1.00% per annum and the "Owner Trustee")Class A-4 Notes shall bear interest at 1.33% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Transportation LLC, Series 2011-1)
Introductory. Caterpillar Financial Funding CorporationDaimler Retail Receivables LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Receivables Trust 20072010-A 1 (the "“Issuing Entity"”) to issue $19,798,000 aggregate 280,000,000 principal amount of Class B 6.18A-1 0.30912% Asset Backed Notes (the "“Class B A-1 Notes"”), $220,000,000 principal amount of Class A-2 0.70% Asset Backed Notes (the “Class A-2 Notes”), $425,000,000 principal amount of Class A-3 1.42% Asset Backed Notes (the “Class A-3 Notes”) and $67,820,000 principal amount of Class A-4 2.14% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“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 motor vehicle retail installment sale contracts and finance leases installment loans (the "“Receivables"”) secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")pre-owned Mercedes-Benz automobiles, including Mercedes-Benz sport utility vehicles or smart fortwo minicars, including, without limitation, rights to receive certain payments with respect to such ReceivablesReceivables received after the close of business on March 31, 2010, and security interests in the machinery vehicles financed by the Receivables (the "“Financed Equipment"Vehicles”), and the any proceeds from claims on certain related insurance policies 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 CorporationDCFS USA LLC, a Delaware corporation limited liability company (the "“Servicer" ” or "CFSC"“DCFS”). The Notes will be issued pursuant to the Indenture to be dated as of September April 1, 2007 2010 (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 $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 theretoDepositor. 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 September April 1, 2007 2010 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing Entity, 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 September 27April 1, 2007 2010 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and The Bank of New York (Delaware)Wilmington Trust 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 (the "“Owner Trustee"”).
Appears in 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Receivables Trust 2010-1)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Transportation LLC, a Nevada corporation Series 2013-2 (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 2007the sale of the GE Equipment Transportation LLC, Series 2013-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% 2 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class B A Notes") and to sell ”), the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of “Class B Notes”) and the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class C Notes (the "Receivables") secured by new “Class C Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments together with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), Class A Notes and the proceeds thereof. The Receivables will be transferred to Class B Notes, 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1October 30, 2007 2013 (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 Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $746,576,000. The Notes specified on Schedule I hereto (the "Class A-1 “Subject Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ”) are being purchased severally and not jointly by the entities specified therein (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Class A-2 NotesLoans”), $134,050,000 aggregate principal amount ) and a special unit of Class A-3a 5.34% Asset Backed Notes beneficial interest (the "Class A-3a Notes"“Series 2013-2 SUBI”) in a portfolio of TRAC leases of new or used titled transportation equipment and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes the related equipment (the "Class A-3b Notes," and together with the Class A-3a Notescollectively, the “Class A-3 Notes," together with Leases”) and related titled equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the Class A-1 Notes “Titling Trust”) designated as the “Series 2013-2 SUBI” (the “Series 2013-2 SUBI”) and the Class A-2 Notescertificate issued in evidence thereof (the “Series 2013-2 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of October 30, 2013, among the "Class A Notes," and together with the Class B NotesDepositor, the "Notes"GE Capital Title Holding Corp. (“GE Title”) and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided 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 2013-2 SUBI Certificate to the Depositor. The Class A Notes will be sold pursuant Pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Receivables Purchase and Sale 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 September 1October 30, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement")2013, between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Series 2013-2 SUBI Certificate, the Loans and related assets. Pursuant to the Amended and Restated Servicing Agreement, dated as of October 30, 2013 (the “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 Bank Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of New York vehicles, the related vehicles and certain related assets (Delawarecollectively, 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 2013-2 SUBI Certificate will be issued pursuant to a supplement to the Origination Trust Agreement Agreement, dated as of October 30, 2013 (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 2013-2 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 0.26000% per annum, the Class A-2 Notes shall bear interest at 0.61% per annum, the Class A-3 Notes shall bear interest at 0.92% per annum, the Class A-4 Notes shall bear interest at 1.30% per annum and the Class B Notes shall bear interest at 1.82% per annum. The Depositor has prepared and filed a shelf registration statement on Form S-3 (having the registration numbers 333-187718 and 333-187718-01), including a form of prospectus and any supplements or amendments thereto filed prior to the date hereof, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the Notes, which registration statement has been declared effective by the Commission not more than three years prior to the date hereof. Either no post-effective amendment has been filed or if any post-effective amendment to such registration statement has been filed with respect thereto, prior to the execution and delivery of
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Transportation LLC, Series 2013-2)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 AK Steel Corporation, a Delaware corporation (“Company”), AK Steel Holding Corporation (the "Servicer" or "CFSC"“Parent”). The , AK Tube LLC (“AK Tube”) and AK Steel Properties, Inc. (“AK Properties,” and together with AK Tube, the “Subsidiary Guarantors” and together with the Parent, the “Guarantors”), agree with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters $380,000,000 principal amount of the Company’s 7.50% Senior Secured Notes will due 2023 (the “Offered Securities”), to be issued pursuant to the Indenture under that certain indenture, to be dated as of September 1, 2007 (as amended and supplemented from time to timethe Closing Date between the Company, the "Indenture"), between the Issuing Entity Guarantors and U.S. Bank National Association, a national banking association as Trustee (the "Indenture Trustee"“Indenture”). Simultaneously with The Offered Securities will be guaranteed on an unsecured, senior basis by the issuance Parent and sale of the Class B Notes as contemplated hereinon a senior secured basis by each Subsidiary Guarantor (each guarantee, the Issuing Entity will issue $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," a “Guarantee” and together with the Class A-2a Notescollectively, the “Class A-2 Guarantees”). The Offered Securities will be secured by first priority liens on all of the real property, plant and equipment (other than certain excluded property) of the Company and the Subsidiary Guarantors (the “Notes Collateral”) as more particularly described in the General Disclosure Package (as defined herein) and secured by certain mortgages and deeds of trust (the “Mortgages”) and security agreements and other instruments evidencing or creating a security interest (each such Mortgage and security agreement and other instrument listed on Schedule C hereto, the “Security Agreements”), in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee and the holders of the Offered Securities. The proceeds of the Offered Securities will be used, together with cash on hand and/or borrowings from the Company’s revolving credit facility, to refinance the Company’s 8.750% Senior Secured Notes due 2018 (the “Existing Senior 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 representing a fractional undivided interest as described 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")General Disclosure Package.
Appears in 1 contract
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 20072003-A C (the "Issuing EntityTrust") to issue sell $19,798,000 25,000,000 aggregate principal amount of Class B 6.182.78% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. 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 EquipmentVehicles")) and certain monies received thereunder on or after the opening of business on December 9, and the proceeds thereof. The 2003, 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 equal approximately $1,000,000,000. The Certificates will be serviced for issued pursuant to the Issuing Entity by Caterpillar Financial Services CorporationAmended and Restated Trust Agreement to be dated as of December 9, a Delaware corporation 2003 (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and Wilmington Trust Company, as owner trustee (the "Servicer" or "CFSCOwner Trustee"). The Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $212,000,000 aggregate principal amount of Class A-1 1.14% Asset Backed Notes will be issued (the "Class A-1 Notes"), $286,000,000 aggregate principal amount of Class A-2 1.60% Asset Backed Notes (the "Class A-2 Notes"), $234,000,000 aggregate principal amount of Class A-3 2.26% Asset Backed Notes (the "Class A-3 Notes") and $243,000,000 aggregate principal amount of Class A-4 2.94% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of September 1December 9, 2007 2003 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters named in Schedule I theretotherein (the "Note Underwriters"). 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 September 1December 9, 2007 2003 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among between the Issuing Entity, the Depositor Trust and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationBank, as owner trustee under Seller and Servicer. This is to confirm the Trust Agreement agreement concerning the purchase of the Certificates from the Bank by ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "Owner TrusteeUnderwriter").
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Chase Manhattan Bank Usa Chase Manhattan Auto Owner Tr 03 C)
Introductory. Caterpillar Financial CIT Funding CorporationCompany, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Company”), proposes proposes, subject to cause Caterpillar Financial Asset Trust 2007-the terms and conditions stated herein, to sell to the Underwriters named in Schedule A hereto (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") “Underwriters”), for whom Barclays Capital Inc. and to sell the Class B Notes to M▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Securities Inc. are acting as Representatives (the "Underwriter"“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 September 1May 14, 2007 2008 (as amended and supplemented from time to time, the "Indenture"“VFC Assignment”), between the Issuing Entity VFC Trust and U.S. Bank National Associationthe Company. The Company will also enter into a Series 2008-VT1 Purchase and Sale Agreement, a national banking association dated as of April 1, 2008 (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 NotesSubstitute VFC Purchase Agreement”), $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 between CFUSA and the Class A-2 NotesCompany. In addition, on or before the "Class A Notes," Time of Delivery, CFUSA will purchase certain other Contracts and together with Equipment from the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Financing Originators pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Non-VFC Conveyancing 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 September April 1, 2007 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 September 27April 1, 2007 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 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")Company.
Appears in 1 contract
Sources: Underwriting Agreement (CIT Equipment Collateral 2008-Vt1)
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 the "Banks"), propose to cause Caterpillar Financial Asset form Chase Manhattan RV Owner Trust 20071997-A (the "Issuing EntityTrust") to issue sell $19,798,000 44,895,285.54 aggregate principal amount of Class B 6.18____% Asset Backed Notes Certificates (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCertificates"), each representing a fractional undivided interest in the Trust. 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 recreational vehicles (the "Financed EquipmentVehicles") and certain monies received or due thereunder on and after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Trust and serviced by The CIT Group/Sales Financing, Inc. ("CITSF," and in its capacity as Servicer, the Depositor"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 September 1, a Delaware corporation 1997 (the "Servicer" or Cutoff Date"CFSC) was equal to $897,395,285.54 (the "Cutoff Date Pool Balance"). The Notes Certificates will be issued pursuant to the Trust Agreement to be dated as of September 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"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $59,500,000 aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $119,000,000 aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $113,000,000 aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes"), $73,000,000 aggregate principal amount of Class A-4 ___% Asset Backed Notes (the "Class A-4 Notes"), $132,000,000 aggregate principal amount of Class A-5 _____% Asset Backed Notes (the "Class A-5 Notes"), $88,000,000 aggregate principal amount of Class A-6 _____% Asset Backed Notes (the "Class A-6 Notes"), $57,000,000 aggregate principal amount of Class A-7 _____% Asset Backed Notes (the "Class A-7 Notes"), $85,000,000 aggregate principal amount of Class A-8 _____% Asset Backed Notes (the "Class A-8 Notes"), $61,000,000 aggregate principal amount of Class A-9 _____% Asset Backed Notes (the "Class A-9 Notes") and $65,000,000 aggregate principal amount of Class A-10 _____% Asset Backed Notes (the "Class A-10 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class A-7 Notes, the Class A-8 Notes, Class A-9 Notes and the Class A-10 Notes, the "Notes"), pursuant to the Indenture to be dated as of September 1, 2007 1997 (as amended and supplemented from time to time, the "Indenture"), between among the Issuing Entity Banks 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 B Notes as contemplated herein, the Issuing Entity will issue $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Banks and the underwriters named in Schedule I theretotherein (the "Note Underwriters"). 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 September 1, 2007 1997 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Banks, as Sellers, and the Servicer or, if not defined therein, in Servicer. This is to confirm the Indenture or agreement concerning the Trust Agreement to be dated as purchase of September 27, 2007 (as amended and supplemented the Certificates from time to time, the "Trust Agreement"), between the Depositor and 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 Banks by Chase Securities Inc. (the "Owner TrusteeUnderwriter").
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Chase Manhattan Bank Usa)
Introductory. Caterpillar Financial Funding CorporationFifth Third Holdings Funding, a Nevada corporation LLC (the "“Depositor"), ”) proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue sell $19,798,000 360,000,000 aggregate principal amount of Class B 6.180.20000% Auto Loan Asset Backed Class A-1 Notes (the "“Class B A-1 Notes"”), $360,000,000 aggregate principal amount of 0.46% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $389,000,000 aggregate principal amount of 0.68% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and to sell $141,000,000 aggregate principal amount of 1.14% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes,” and together with the Class B A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters set forth on Schedule I (each, Piercean “Underwriter” and collectively, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Underwriters”), for whom you are acting as representative (the "Underwriter"). 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 an Indenture, to be dated as of September 1February 20, 2007 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 Fifth Third Auto Trust 2014-1 (the "Indenture Trustee"). Simultaneously with the issuance “Issuer”) and sale of the Class B Notes Deutsche Bank Trust Company Americas, as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes indenture trustee (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 Notesin such capacity, the “Class A-2 NotesIndenture Trustee”). The Notes will be secured by the assets of the Issuer. The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts and/or installment loans secured by a combination of new and used automobiles, light-duty trucks, vans, and other motor vehicles (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Depositor and will be serviced for the Issuer by Fifth Third Bank, an Ohio banking corporation (the “Bank”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes as servicer (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 Notesin such capacity, 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 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 theretoServicer”). 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 Agreement, to be dated as of September 1February 20, 2007 2014 (as amended and amended, supplemented or modified from time to time, the "“Sale Agreement”), between the Issuer and the Depositor. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Depositor, and the Bank hereby agree that the “Closing Date” shall be February 20, 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 Depositor). The Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-182215), 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 Depositor has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, a new 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 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 Securities Act, is referred to in this Agreement as the “Registration Statement.” The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement (the “Final Prospectus Supplement”) to the base prospectus included in the Registration Statement (such base prospectus, in the form most recently revised, dated February 5, 2014, and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Final Prospectus Supplement, together with all amendments and supplements thereto and all annexes, schedules and exhibits and documents incorporated by reference therein, are hereinafter collectively referred to as the “Prospectus.” Prior to 1:08 p.m. New York City time on February 11, 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 Depositor had prepared (i) the preliminary prospectus supplement dated February 5, 2014 (the “Preliminary Prospectus Supplement”) as supplemented by the supplement, dated February 10, 2014 (the “Supplement” and, together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Preliminary Prospectus”), (ii) the Free Writing Prospectus dated February 5, 2014 relating to the ratings on the Notes (the “Ratings Free Writing Prospectus”) and (iii) the road show presentation, dated January, 2014 (the “Road Show”), (collectively, the “Time of Sale Information”). Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, and the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. If, subsequent to the Time of Sale and Servicing Agreement")prior to the Closing Date, among such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the Issuing Entitystatements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old Contracts of Sale (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes, then the “Time of Sale Information” will refer to the Preliminary Prospectus or Free Writing Prospectus approved by the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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").Representative that
Appears in 1 contract
Sources: Underwriting Agreement (Fifth Third Auto Trust 2014-1)
Introductory. Caterpillar Financial Funding CorporationFCC Receivables Corp. and Franklin Receivables LLC (together, the "Registrants") have previously filed a Nevada corporation registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $500,000,000 of asset backed notes and/or asset backed certificates. Fran▇▇▇▇ ▇▇▇eivables LLC (the "DepositorSeller"), ) proposes to cause Caterpillar Financial Asset Trust 2007FRAN▇▇▇▇ ▇▇▇O TRUST 1999-A 1 (the "Issuing EntityTrust") to issue and sell to Gold▇▇▇, ▇▇ch▇ & ▇o. (the "Underwriter") $19,798,000 aggregate 66,500,000 principal amount of its 5.52% Class B 6.18% A-1 Asset Backed Notes (the "Class B A-1 Notes") and to sell the $40,023,000 principal amount of its 6.05% Class B A-2 Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-2 Notes" and together with the Class A-1 Notes, the "Notes"). The Trust will also issue Certificates (the "Certificates" and together with the Notes, the "Securities") which will be retained by the Seller. The assets of the Issuing Entity Trust will include, among other things, a pool of fixedprime, non-rate prime and sub-prime 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, automobiles and security interests in the machinery light trucks financed by the Receivables thereby (the "Financed EquipmentVehicles"), and certain monies received thereunder on or after May 1, 1999 (the "Cutoff Date"), and the other property and the proceeds thereof. The Receivables will thereof to be transferred conveyed to the Issuing Entity by Trust pursuant to the Depositor. The Receivables will Sale and Servicing Agreement to be serviced for dated as of May 1, 1999 (the Issuing Entity by Caterpillar Financial Services Corporation"Sale and Servicing Agreement") among Franklin Auto Trust 1999-1 (the "Trust"), a Delaware corporation the Seller, Franklin Capital Corporation ("Franklin Capital"), as servicer (the "Servicer" or "CFSC) and Franklin Resources, Inc. ("Franklin Resources"). Pursuant to the Sale and Servicing Agreement, the Seller 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. The Notes will be issued pursuant to the Indenture to be dated as of September May 1, 2007 1999 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. The Chase Manhattan Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with The Seller will form the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes Trust pursuant to a Trust Agreement (the "Class A-1 NotesTrust Agreement") to be dated as of May 1, 1999 between the Seller and Bankers Trust (Delaware), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes as owner trustee (the "Class A-2a NotesOwner Trustee"). The Certificates, $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 representing a fractional undivided interest in the Issuing EntityTrust, will be issued pursuant to the Trust Agreement. The Class A Notes Receivables were originated or acquired by Franklin Capital. Franklin Capital will be sold sell the Receivables owned by it to the Seller pursuant to an underwriting agreement the terms of the Purchase Agreement (the "Class A Note Underwriting Loan Purchase Agreement," together with this Agreement, the "Underwriting Agreements") among dated as of May 1, 1999 between the Depositor Seller and the underwriters named in Schedule I theretoFranklin Capital. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer preliminary prospectus or, if not defined therein, as defined in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended Sale and supplemented from time to timeServicing Agreement. As used herein, the term "Basic Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Spread Account Agreement, Loan Purchase Agreement, the letter agreement in the form of Exhibit A hereto (the "Letter Agreement"), between the Depositor Insurance and The Bank of New York (Delaware)Indemnity Agreement, a Delaware banking corporation, Indemnification Agreement 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
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 2012-3 Owner Trust 2007-A (the "Issuing Entity"“Trust”) to issue sell $19,798,000 438,500,000 aggregate principal amount of Class B 6.180.28918% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes"”), $415,000,000 aggregate principal amount of 0.46% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $483,000,000 aggregate principal amount of 0.56% Asset Backed Notes, Class A-3 (the “Class A-3 Notes) and to sell $163,500,000 aggregate principal amount of 0.74% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class B A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters set forth on Schedule A (each, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "an “Underwriter"). 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 for which RBS Securities Inc. and Deutsche Bank Securities Inc. are each acting as a representative (in such Receivablescapacity, each a “Representative” and security interests in collectively, the machinery financed by the Receivables (the "Financed Equipment"“Representatives”), and the proceeds thereof. The Receivables will be transferred pursuant to the Issuing Entity terms of this underwriting agreement dated July 17, 2012 by and among the Depositor. The Receivables will be serviced Company, American Honda Finance Corporation (“AHFC”), RBS Securities Inc. and Deutsche Bank Securities 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 September 1July 25, 2007 2012 (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 Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 38,461,538.61 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes certificates of beneficial interest (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 NotesCertificates”), $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 representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement the Amended and Restated Trust Agreement, dated July 25, 2012 (the "Class A Note Underwriting “Trust 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 September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"”), among the Issuing EntityCompany, the Depositor and the Servicer orCitibank, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (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"”) and Citigroup Trust-Delaware, National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2012-3 Owner Trust)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20072004-A (the "Issuing EntityTrust") to issue $19,798,000 183,400,000 aggregate principal amount of Class B 6.18A-1 1.37040% Asset Backed Notes (the "Class B A-1 Notes"), $164,000,000 aggregate principal amount of Class A-2 2.18% Asset Backed Notes (the "Class A-2 Notes") and $283,300,000 aggregate principal amount of Class A-3 3.13% Asset Backed Notes (the "Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes") and to sell the Class B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), 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 by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 September May 1, 2007 2004 (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 Class B A Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 18,161,000 aggregate principal amount of 3.71% Class A-1 5.67225% B 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 B 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 $9,881,297 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the ") Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A B Notes will be sold pursuant to an underwriting agreement (the "Class A B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC and the underwriters named in Schedule I theretoJ. P. Morgan Securities Inc., as underwriter. Capitalized terms Capita▇▇▇▇▇ ▇▇▇▇▇ used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September May 1, 2007 2004 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27May 1, 2007 2004 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware)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 1 contract
Sources: Underwriting Agreement (Caterpillar Financial Asset Trust 2004-A)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "“Depositor"”), proposes to cause Caterpillar Financial Asset Trust 2007-A 20__-_ (the "“Issuing Entity"”) to issue $19,798,000 __________ aggregate principal amount of [Class B 6.18A-1 ___% Asset Backed Notes (the "“Class A-1 Notes”), $__________ aggregate principal amount of Class A-2 ___% Asset Backed Notes (the “Class A-2 Notes”), $__________ aggregate principal amount of Class A-3 ___% Asset Backed Notes (the “Class A-3 Notes”) and $__________ aggregate principal amount of Class A-4 ___% Asset Backed Notes (the “Class A-4 Notes,” together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”)] [Class B ___% Asset Backed Notes (the “Class B Notes"”) and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated ____________ (the "“Underwriter"”)]. 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 September 1, 2007 [DATE] (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity and U.S. Bank National Association[Indenture Trustee], a national banking association [___] (the "“Indenture Trustee"”). Simultaneously with the issuance and sale of the Class B [A] [B] Notes as contemplated herein, the Issuing Entity will issue [$150,000,000 __________ aggregate principal amount of Class B ___% Asset Backed Notes (the “Class B Notes,” together with the Class A Notes, the “Notes”)] [$__________ 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 5.40A-2 ___% 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 5.34A-3 ___% Asset Backed Notes (the "“Class A-3a A-3 Notes"”) and $155,000,000 __________ aggregate principal amount of Class A-3b Floating Rate A-4 ___% Asset Backed Notes (the "“Class A-3b A-4 Notes," and ” together with the Class A-3a A-1 Notes, the Class A-2 Notes and the Class A-3 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 $__________ aggregate principal amount of Asset Backed Certificates (the "“Certificates") ,” together with the Notes sometimes referred to collectively herein as the “Securities”), each such 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 September 1, 2007 [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 September 27, 2007 [DATE] (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and The Bank of New York (Delaware)[Owner Trustee], 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: Note Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. Caterpillar Financial Conn’s Receivables Funding Corporation2020-A, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial sell $174,900,000 aggregate principal amount of Asset Trust 2007Backed Fixed Rate Notes, Class A, Series 2020-A (the "Issuing Entity"“Class A Notes”) to issue and $19,798,000 65,200,000 aggregate principal amount of Class B 6.18% Asset Backed Notes Fixed Rate Notes, Class B, Series 2020-A (the "“Class B Notes"” and, together with the Class A Notes, the “Purchased Notes” or the “Offered Series 2020-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with $62,900,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2020-A (the “Class C Notes”) and to sell the Asset Backed Class R Notes, Series 2020-A (the “Class R Notes” and, collectively with the Class B C Notes and the Purchased Notes, the “Notes”) will be issued pursuant to M▇▇a Base Indenture, to be dated as of October 16, 2020 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of October 16, 2020 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and W▇▇▇▇ LynchFargo Bank, PierceNational Association, F▇▇▇▇▇ & S▇▇▇▇ Incorporated as trustee (in such capacity, the “Trustee”). Conn’s 2020-A: Note Purchase Agreement The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the "Underwriter"“Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2020-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of October 16, 2020 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the 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 October 16, 2020 (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 October 16, 2020 (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 October 16, 2020 (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 September 1October 16, 2007 2020 (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 October 16, 2020 (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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 Conn’s Receivables 2018-A Trust, the Conn’s Receivables 2019-A Trust, the Conn’s Receivables 2019-B Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into a Ninth Amended and Restated Intercreditor Agreement, to be dated as of October 16, 2020 (the “Class A-2 NotesIntercreditor Agreement”), $134,050,000 aggregate principal amount with J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as collateral agent, providing for the release of Class A-3a 5.34% Asset Backed Notes (certain of the "Class A-3a Notes") Receivables from the lien of an existing financing arrangement 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 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 theretorelated 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 October 16, 2020, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. Conn’s 2020-A: Note Purchase Agreement For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 2:03 p.m. New York City time on October 9, 2020 (i.e, the date and time the first Contract of Sale (as defined below) was entered into) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated October 6, 2020 (the “Preliminary Offering Memorandum”), (ii) the CONN 2020-A ABS Investor Presentation, initially provided to investors on October 6, 2020 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CONN_2020_A_FINAL_PX.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2020-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of September 1, 2007 (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 September 27the Purchased Notes, 2007 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 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 Bank of New York (Delaware)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. Conn’s 2020-A: Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Midticket LLC, a Nevada corporation Series 2009-1 (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 the sale of the GE Equipment Midticket LLC, Series 2009-1 Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount Backed Notes, consisting of previously issued Class B 6.18% Asset Backed Notes (the "Class B “Offered Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"”). The assets of Company also previously issued the Issuing Entity will includeClass A-1, among other thingsClass A-2, a pool of fixed-rate retail installment sale contracts Class A-3 and finance leases Class A-4 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 (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 September 1, 2007 (as amended and supplemented from time to timecollectively, the "Indenture"), between the Issuing Entity “Class A Notes”) 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 $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed C Notes (the "“Class A-1 C 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 A Notes and the Offered 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold were issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this AgreementIndenture, 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 September 111, 2007 2009 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as amended indenture trustee (the “Indenture Trustee”). The Notes were issued in an aggregate initial principal amount of $618,399,000. The Offered Notes are being purchased by Banc of America Securities LLC (the “Underwriter”). The Notes are secured by the Collateral, including without limitation, a pool of equipment loans and supplemented from time to timefinance leases secured by transportation equipment, industrial equipment, construction equipment, maritime assets, printing presses, furniture and fixtures, technology and telecommunications equipment or other equipment and the related security interests in the equipment financed thereby (collectively, the "“Loans”). Pursuant to a Loan Sale and Servicing Agreement", dated as of September 11, 2009 (the “Loan Sale Agreement”), among the Issuing EntityDepositor, GECC, VFS Financing, Inc. (“VFS”), GE Capital Information Technology Solutions, Inc. (“GE ITS”) and Imaging Financial Services, Inc. (“Imaging”, and together with GECC, VFS and GE ITS, the Depositor “Originators”), GECC and the Servicer orother Originators sold the Loans to the Depositor. Pursuant to a Loan Purchase and Sale Agreement, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 2711, 2007 2009 (as amended the “Loan Purchase and supplemented from time to time, the "Trust Sale Agreement"”), between the Depositor and The Bank the Company, the Depositor sold, transferred and conveyed to the Company, without recourse, all of New York its right, title and interest in the Loans. Pursuant to the Servicing Agreement, dated as of September 11, 2009 (Delaware)the “Servicing Agreement”) between GECC, a Delaware banking corporationas servicer, and an affiliate of The Bank of New Yorkthe Company, a New York banking corporation, as owner trustee under GECC is servicing the Trust Agreement (Loans. Capitalized terms used herein but not otherwise defined shall have the "Owner Trustee")meanings set forth in the Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Midticket LLC, Series 2009-1)
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 20072003-A B (the "Issuing EntityTrust") to issue sell $19,798,000 301,000,000 aggregate principal amount of Class B 6.18A-1 1.06% Asset Backed Notes (the "Class B A-1 Notes"), $390,000,000 aggregate principal amount of Class A-2 1.28% Asset Backed Notes (the "Class A-2 Notes"), $380,000,000 aggregate principal amount of Class A-3 1.82% Asset Backed Notes (the "Class A-3 Notes") and to sell the $391,500,000 aggregate principal amount of Class B A-4 2.57% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the 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 EquipmentVehicles")) and certain monies received thereunder on or after the opening of business on July 25, and the proceeds thereof. The 2003, 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 $1,500,000,000. The Notes will be issued pursuant to the Indenture to be dated as of September 1July 25, 2007 2003 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. ▇▇▇▇▇ Fargo Bank Minnesota, National Association, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 37,500,000 aggregate principal amount of Class A-1 5.672252.43% 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") pursuant to the Amended and Restated Trust Agreement to be dated as of July 25, 2003 (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 Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," and, together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters underwriter named in Schedule I theretotherein (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 September 1July 25, 2007 2003 (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 Notes from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and The Bank of New York (Delaware), 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 TrusteeRepresentative").
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Manhattan Auto Owner Trust 2003-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 2007-A sell to the Underwriters named herein:
(the "Issuing Entity"a) to issue $19,798,000 aggregate 150,000,000 principal amount of Class B 6.18A-1 4.573628% Asset Backed Notes (the "Class B A-1 Notes");
(b) and to sell the $250,000,000 principal amount of Class B A-2 4.82% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-2 Notes");
(c) $247,000,000 principal amount of Class A-3 4.77% 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, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes", "Notes" or "Underwritten Securities"); in each case issued by Triad Automobile Receivables Trust 2006-A (the "Trust"). 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 September 1January 26, 2007 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 Class B Notes as contemplated hereinTrust, the Issuing Entity assets of which will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the "Class A-1 NotesTrust Agreement")) to be dated as of January 26, $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes 2006 between the Depositor, Triad Financial Corporation ("Triad") and Wilmington Trust Company (the "Class A-2a NotesOwner Trustee"). Payments in respect of the Certificate, $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (to 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 representing a fractional undivided interest extent specified 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 AgreementIndenture, 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 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 September 1January 26, 2007 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 September 27January 26, 2007 (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 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")Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Triad Automobile Receivables Trust 2006-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 200720XX-A Y (the "Issuing Entity"“Trust”) to issue $19,798,000 aggregate $ principal amount of % Class B 6.18% A-1 Asset Backed Notes (the "“Class A-1 Notes”), $[•] principal amount of [•]% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $ principal amount of % Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $ principal amount of % Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and collectively, the Class A-1 Notes, the Class A-2[a] Notes, [$ principal amount of Floating Rate Class A-2b Asset Backed Notes (the “A-2b Notes”, together with the A-2[a] Notes, the “A-2 Notes”),] the Class A-3 Notes and the Class A-4 Notes, the “Class A Notes”) and $ principal amount of % Class B Asset Backed Notes (the “Class B Notes") and ” 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 M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”), 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 September 1[Month Day], 2007 20XX (as amended and supplemented from time to time, the "“Indenture"”), between the Issuing Entity Trust and U.S. Bank National Association[Citibank, N.A.], as indenture trustee (the “Indenture Trustee”). The assets of the Trust include, among other things, [a 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 national banking association Delaware limited liability company (the "Indenture Trustee"“New Holland”). Simultaneously The Trust will provide for the review of the Receivables for compliance with the issuance representations and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 warranties made about them in the Sale and Servicing Agreement certain circumstances under an asset representations review agreement to be dated as of September 1[Month Day], 2007 20XX (as amended and supplemented from time to time, the "Sale and Servicing “Asset Representations Review 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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").the
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Midticket LLC, a Nevada corporation Series 2013-1 (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 the sale of the GE Equipment Midticket LLC, Series 2013-1 Asset Trust 2007-Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Notes”), and Class B 6.18% Asset Backed Notes (the "“Class B Notes") ” and to sell together with the Class B Notes to M▇▇▇▇▇▇ LynchA Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 125, 2007 2013 (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 Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $446,850,000. The Notes specified on Schedule I hereto (the "Class A-1 “Subject Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ”) are being purchased by the entities specified therein (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and security interests in, or leases and ownership of, the related industrial equipment, construction equipment, technology and telecommunications equipment, furniture and fixtures, transportation equipment, maritime assets or other equipment (collectively, the “Class A-2 NotesReceivables”) and a special unit of beneficial interest (the “Series 2013-1A SUBI”) in a portfolio of (x) TRAC Leases of new or used titled transportation equipment and the related equipment and (y) other leases and related titled equipment allocated to a special unit of beneficial ownership of GE TF Trust, a Delaware statutory trust (the “Titling Trust”) designated as the Series 2013-1A SUBI and the certificate issued in evidence thereof (the “Series 2013-1A SUBI Certificate”), $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 representing . Pursuant to 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 Receivables Sale 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 September 125, 2007 2013 (as amended and supplemented from time to time, the "“Receivables Sale and Servicing Agreement"”), among the Issuing EntityDepositor, GECC, GE Capital Title Holding Corp. (“GE Title”), General Electric Credit Corporation of Tennessee (“GECC of Tennessee”) and VFS Financing, Inc. (“VFS”, and together with GECC and GECC of Tennessee, the Depositor “Originators”), GECC and the Servicer orother Originators will sell the Receivables, if not defined thereinand GE Title will sell the Series 2013-1A SUBI Certificate to the Depositor. Pursuant to a Receivables Purchase and Sale Agreement, in the Indenture or the Trust Agreement to be dated as of September 2725, 2007 2013 (as amended the “Receivables Purchase and supplemented from time to time, the "Trust Sale Agreement"”), between the Depositor and The Bank the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of New York its right, title and interest in the Receivables and the Series 2013-1A SUBI Certificate. Pursuant to the Servicing Agreement, dated as of September 25, 2013 (Delawarethe “Servicing Agreement”) between GECC, as servicer, the Titling Trust and the Company, GECC will service the Receivables. Pursuant to the Amended and Restated Servicing Agreement, dated as of April 30, 2012 (the “Titling Trust Servicing Agreement”) between GECC, as servicer, and the Titling Trust, GECC will service the assets owned by the Titling Trust and pursuant to the Servicing Agreement, GECC will service the assets backing the Series 2013-1A SUBI Certificate. Pursuant to the Limited Removal and Clean-Up Call Agreement, dated as of September 25, 2013, (the “Removal and Clean-Up Call Agreement”) between the Company and GE Equipment Funding, LLC (the “Managing Member”), under certain circumstances, the Managing Member may purchase, or be permitted to exercise a Delaware banking corporationpurchase option in regards to, the Receivables. 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 affiliate Amended and Restated Trust Agreement, dated as of The Bank of New YorkApril 30, a New York banking corporation2012 (the “Titling Trust Agreement”), among GE Title (in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and Wilmington 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 2013-1A SUBI Certificate will be issued pursuant to a supplement of the Origination Trust Agreement Agreement, dated as of September 25, 2013 (the "Owner “Series 2013-1A SUBI Supplement”), between GE Title, as Settlor and Initial Beneficiary and Wilmington Trust Company, as Administrative Trustee", UTI Trustee, and trustee with respect to the Series 2013-1A SUBI (in such capacity, the “SUBI Trustee,” and together with the UTI 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 0.23000% per annum, the Class A-2 Notes shall bear interest at 0.64% per annum, the Class A-3 Notes shall bear interest at 0.95% per annum, the Class A-4 Notes shall bear interest at 1.39% per annum and the Class B Notes shall bear interest at 1.78% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Midticket LLC, Series 2013-1)
Introductory. Caterpillar Financial Funding CorporationChase Auto Receivables LLC, a Nevada corporation Delaware limited liability company (the "“Depositor"”), proposes to cause Caterpillar Financial Asset has formed Chase Auto Owner Trust 2007201[ ]-A [ ] (the "Issuing Entity"“Issuer”) to issue $19,798,000 [ ] aggregate principal amount of Class A-1 [ ]% Asset Backed Notes (the “Class A-1 Notes”), $[ ] aggregate principal amount of Class A-2 [ ]% Asset Backed Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of Class A-3 [ ]% Asset Backed Notes (the “Class A-3 Notes”), $[ ] aggregate principal amount of Class A-4 [LIBOR+] [ ]% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and $[ ] aggregate principal amount of Class B 6.18[ ]% Asset Backed Notes (the "“Class B Notes") and to sell ” and, together with the Class B Notes to M▇▇▇▇▇▇ LynchA Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets of the Issuing Entity Issuer will include, among other things, a pool of fixed-rate simple interest motor vehicle retail installment sale sales contracts and finance leases and/or direct loans (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 financed by the Receivables light-duty trucks (the "“Financed Equipment")Vehicles”) and certain monies received thereunder on and after the close of business on [ ], and the proceeds thereof. The such Receivables will to be transferred to the Issuing Entity Issuer by the Depositor, which purchased the Receivables from JPMorgan Chase Bank, National Association, a national banking association (the “Bank”). The Receivables will be serviced for by the Issuing Entity Bank or by Caterpillar Financial Services Corporation, a Delaware corporation (successor Servicer. The Original Principal Balance of the "Servicer" or "CFSC")Receivables will equal approximately $[ ]. The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 [ ] (as amended and supplemented from time to time, the "“Indenture"”), 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 Class B Notes as contemplated described herein, the Issuing Entity Issuer will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes asset-backed certificates (the "Class A-1 Notes")“Certificates”) representing the beneficial interest in the Issuer, $75,000,000 aggregate principal amount pursuant to the Amended and Restated Trust Agreement to be dated as 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," as amended and together with the Class A-2a Notessupplemented from time to time, the “Class A-2 NotesTrust Agreement”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes between the Bank and [ ], as owner trustee (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 Owner Trustee”). The Notes and the Class A-2 Notes, Certificates are sometimes referred to collectively herein as the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such 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“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 and Servicing Agreement to be dated as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"”), between the Issuer and the Depositor. This is to confirm the agreement concerning the purchase 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 (collectively, the “Offered Notes”) from the Depositor and The Bank of New York by the several underwriters named in Schedule I hereto (Delawarethe “Underwriters”), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, for whom ▇.▇. ▇▇▇▇▇▇ Securities LLC is acting as owner trustee under the Trust Agreement representative (the "Owner Trustee"“Representative”).
Appears in 1 contract
Sources: Underwriting Agreement (Chase Auto Receivables LLC)
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 2007-A (the "Issuing Entity") to issue sell $19,798,000 357,000,000 aggregate principal amount of Class B 6.181.76430% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $150,000,000 323,000,000 aggregate principal amount of Class A-1 5.672252.94% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 493,000,000 aggregate principal amount of Class A-3a 5.343.20% 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, Class A-3 (the “Class A-3 Notes," ”), and $196,522,000 aggregate principal amount of 4.74% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes and Notes, the Class A-2 Notes, the "Class A Notes," and together with the Class B A-3 Notes, the "“Notes") and Asset Backed Certificates ”), each issued by the Nissan Auto Receivables 2009-A Owner Trust (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity“Trust”). 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 Each of the underwriters named in Schedule I 1 hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (“TALF”). 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 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 Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of March 25, 2009, between the Trust and the Indenture Trustee (as defined therein) and will be governed by the terms of a Sale and Servicing Agreement (the “Sale and Servicing Agreement”), to be dated as of March 25, 2009, among the Trust, the Seller and the Servicer. The Trust will also issue certain asset backed certificates which will represent fractional undivided interests in the Trust 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 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 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇Heds▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 Corporationporation, 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 issued pursuant to unconditionally guaranteed on a senior basis (the Indenture "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 under an indenture dated as of September June 1, 2007 1997 (as amended and supplemented from time to time, the "Senior Subordinated Notes Indenture"), between the Issuing Entity among Heds▇▇▇▇, ▇▇e Guarantors and U.S. Bank National AssociationIBJ Schr▇▇▇▇ ▇▇▇k & Trust Company, a national banking association as trustee (the "Indenture Senior Subordinated Notes Trustee"). Simultaneously with the issuance and sale The Discount Notes are to be issued under an indenture dated as of the Class B Notes as contemplated hereinJune 1, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes 1997 (the "Class A-1 NotesDiscount Notes Indenture" and, together with the Senior Subordinated Notes Indenture, the "Indentures"), $75,000,000 aggregate principal amount between Holdings and United States Trust Company of Class A-2a 5.40% Asset Backed Notes New York, as trustee (the "Class A-2a NotesDiscount Notes Trustee" and, together with the Senior Subordinated Notes Trustee, the "Trustees"). The United States Securities Act of 1933, $126,000,000 aggregate principal amount as amended, is herein referred to as the "Securities Act." Holders of Class A-2b Floating Rate Asset Backed the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Class A-2b Notes,Notes Registration Rights Agreement") dated the date hereof, among the Issuers and the Purchasers. Holders of Shares will be entitled to the benefits of a Common Stock Registration Rights Agreement (the "Common Stock Registration Rights Agreement" and 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 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 Registration Rights Agreement, the "Underwriting Registration Rights Agreements") dated the date hereof among the Depositor Holdings and the underwriters named 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 Schedule I thereto. Capitalized terms used connection with the consummation of the transactions contemplated by the Agreement and not otherwise defined herein shall have Plan of Merger (the meanings ascribed to them in the Sale and Servicing Agreement to be "Merger Agreement") dated as of September 1April 10, 2007 1997, among Heds▇▇▇▇, ▇▇ ▇▇▇uisition Corp., a wholly owned subsidiary of Heds▇▇▇▇ (as amended "▇cquisition Co.") and supplemented from time to timeERO, the Inc. ("Sale and Servicing AgreementERO"), among the Issuing Entitypursuant to which Heds▇▇▇▇ ▇▇▇ agreed, the Depositor and the Servicer orsubject to certain conditions, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 acquire ERO (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 20072012-A (the "“Issuing Entity"”) to issue $19,798,000 aggregate 345,000,000 principal amount of Class B 6.18A-1 0.34378% Asset Backed Notes (the "“Class B A-1 Notes"”), $495,000,000 principal amount of Class A-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-2 Notes and the Class A-3 Notes, the “Notes”) and to sell the Class B Notes in the respective amounts listed on Schedule I hereto to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“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 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 CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Indenture"“Trust Agreement”), to be dated March 1, 2012, 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 Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes asset backed certificates (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 NotesCertificates”), $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 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 Class Lender will sell the 2012-A Notes will be sold Exchange Note to the Depositor pursuant to an underwriting agreement a First Tier Sale Agreement (the "Class A Note Underwriting Agreement," together with this Agreementas amended and supplemented from time to time, the "Underwriting Agreements") among “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 underwriters named in Schedule I theretoIssuing 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 September 1, 2007 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2012-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 20072004-A (the "Issuing EntityTrust") to issue sell $19,798,000 309,000,000 aggregate principal amount of Class B 6.18A-1 1.08% Asset Backed Notes (the "Class B A-1 Notes"), $378,000,000 aggregate principal amount of Class A-2 1.45% Asset Backed Notes (the "Class A-2 Notes"), $462,000,000 aggregate principal amount of Class A-3 2.08% Asset Backed Notes (the "Class A-3 Notes") and to sell the $411,000,000 aggregate principal amount of Class B A-4 2.83% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the 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 EquipmentVehicles")) and certain monies received thereunder on or after the opening of business on March 4, and the proceeds thereof. The 2004, 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 $1,600,000,000. The Notes will be issued pursuant to the Indenture to be dated as of September 1March 4, 2007 2004 (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 Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 40,000,000 aggregate principal amount of Class A-1 5.672252.58% 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") pursuant to the Amended and Restated Trust Agreement to be dated as of March 4, 2004 (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 Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," and, together with this Agreement, the "Underwriting Agreements") among the Depositor Bank and the underwriters underwriter named in Schedule I theretotherein (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 September 1March 4, 2007 2004 (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 Notes from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and The Bank of New York (Delaware), 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 TrusteeRepresentative").
Appears in 1 contract
Sources: Note Underwriting Agreement (Chase Manhattan Auto Trust 2004-A)
Introductory. Caterpillar Financial Funding CorporationPrologis Euro Finance LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Issuer”), proposes to cause Caterpillar Financial Asset Trust 2007-issue and sell to the several underwriters named in Schedule A hereto (the "Issuing Entity") to issue $19,798,000 “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of €600,000,000 aggregate principal amount of Class B 6.18the Issuer’s 3.875% Asset Backed Notes due 2030 (the "Class B “2030 Notes"”) and to sell €650,000,000 aggregate principal amount of the Class B Issuer’s 4.250% Notes to Mdue 2043 (the “2043 Notes” and, together with the 2030 Notes, the “Debt Securities”). BNP Paribas, HSBC Bank plc, ING Bank N.V. and ▇.▇. ▇▇▇▇▇▇ LynchSecurities plc have agreed to act as lead managers of the several Underwriters (in such capacity, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the “Lead Managers”) in connection with the offering and sale of the Securities (the "Underwriter"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 (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 Securities will be issued pursuant to the Indenture to be an indenture, dated as of September August 1, 2007 2018 (as amended and supplemented from time to timedefined below) (the “Base Indenture”), among the Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the "Indenture"“Transaction Parties”), between the Issuing Entity and U.S. Bank National Association, a national banking association as trustee (the "Indenture “Trustee"”). Simultaneously with , as supplemented by the issuance and sale first supplemental indenture, dated as of the Class B Notes as contemplated hereinAugust 1, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes 2018 (the "Class A-1 Notes")“First Supplemental Indenture” and, $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 NotesBase Indenture, the “Class A-2 NotesIndenture”), $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 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 September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityIssuer, the Depositor Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the Servicer or“Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the Debt Securities, the “Securities”), to each holder of Debt Securities, (i) the full and prompt payment of the principal of and any premium, if not defined thereinany, in on any Debt Securities when and as the Indenture same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Trust Agreement to be dated full and prompt payment of any interest on any Debt Securities when and as of September 27, 2007 (as amended the same shall become due and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")payable.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationMetris Receivables, a Nevada corporation Inc. (the "DepositorTransferor"), a Delaware corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to cause Caterpillar Financial sell $[-] Floating Rate Asset Trust 2007Backed Securities, Series [-], Class A (the "Issuing EntityClass A Securities") to issue and $19,798,000 aggregate principal amount of [-] Floating Rate Asset Backed Securities, Series [-], Class B 6.18% Asset Backed Notes (the "Class B NotesSecurities" and together with the Class A Securities, the "Offered Securities") and to sell issued by the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Metris Master Trust (the "UnderwriterTrust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases receivables (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"arising under certain MasterCard(R), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables VISA(R) or other revolving consumer credit accounts(1) (the "Financed EquipmentAccounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), 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 ) to Metris pursuant to the Indenture to be an Amended and Restated Bank Receivables Purchase Agreement dated as of September 1July 30, 2007 1998 between Metris and Direct Merchants Bank (as supplemented and amended and supplemented from time to time, the "IndentureBank Purchase Agreement"), between then subsequently sold by Metris to 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 $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Transferor pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Amended 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 Restated Purchase Agreement to be dated as of September 1July 30, 2007 1998 between Metris and the Transferor (as supplemented and amended and supplemented from time to time, the "Sale Purchase Agreement") and then transferred by the Transferor to the Trust pursuant to an Amended and Restated Pooling 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 September 27July 30, 2007 1998 among the Transferor, the Servicer and U.S. Bank National Association (as amended and supplemented from time successor to time, the "Trust Agreement"), between the Depositor and 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 Prior Trustee")), as trustee, (the "Trustee"), as supplemented by an Agreement of Resignation, Appointment and Acceptance dated as of December 11, 2000 among the Transferor, the Servicer, the Prior Trustee and the Trustee, as further supplemented by Amendment No. 1 to the Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2001 among the Transferor, the Servicer -------------- (1) Visa(R) and Mastercard(R) are registered trademarks of VISA USA Incorporated and Mastercard International Incorporated, respectively. and the Trustee (as amended and supplemented as of the date hereof, the "P&S"). The Offered Securities will be issued pursuant to the P&S and the Series [-] Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to herein as the "Pooling and Servicing Agreement." The $[-] Series [-] Excess Collateral will also be issued pursuant to the Pooling and Servicing Agreement and together with the Class A Securities and Class B Securities, are referred to herein as the "Investor Securities". The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement are collectively referred to as the "Designated Agreements." The Transferor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-______) pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), in the form heretofore delivered to the Representative. The Registration Statement, as amended, has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the Execution Time, the most recent such amendment has been declared effective by the Commission. The Transferor will also file with the Commission a prospectus supplement and prospectus relating to the Offered Securities in accordance with Rule 424(b) under the Act ("Rule 424(b)"). The registration statement, including any amendments thereto, the form of prospectus supplement and all documents incorporated by reference therein, is referred to herein as the "Registration Statement." The Registration Statement shall be in all substantive respects in the form distributed to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes as the Transferor has advised the Representative, prior to the Execution Time, will be included or made therein.
Appears in 1 contract
Introductory. 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 20072002-A (the "Issuing EntityTRUST") to issue sell $19,798,000 445,000,000 aggregate principal amount of Class B 6.18A-1 1.9425% Asset Backed Notes (the "CLASS A-1 NOTES"), $460,000,000 aggregate principal amount of Class B NotesA-2 2.63% Asset Backed Notes (the "CLASS A-2 NOTES"), $570,000,000 aggregate principal amount of Class A-3 3.49% Asset Backed Notes (the "CLASS A-3 NOTES") and to sell the $498,400,000 aggregate principal amount of Class B A-4 4.24% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterCLASS A-4 NOTES" and, together with the CLASS A-1 NOTES, the CLASS A-2 NOTES and the CLASS A-3 NOTES, the "NOTES"). The assets of the 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 September March 1, 2007 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 Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 50,600,000 aggregate principal amount of Class A-1 5.672254.17% 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 "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 Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Underwriting Agreement,CERTIFICATE UNDERWRITING AGREEMENT" and, together with this Agreement, the "Underwriting AgreementsUNDERWRITING AGREEMENTS") among the Depositor Bank and the underwriters underwriter named in Schedule I theretotherein (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 September March 1, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust AgreementSALE AND SERVICING AGREEMENT"), between the Depositor Trust and The Bank of New York (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 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 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing EntityIssuer") ), to issue $19,798,000 100,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% C(2004-C1) Asset Backed Notes (the "Offered Securities") and $10,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class D(2004-D1) Asset Backed Notes (the "Class B D Notes") " and to sell together with the Class B Notes to M▇▇▇▇▇▇ LynchOffered Securities, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterNotes"). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "ReceivablesTrust Agreement") secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")Wilmington Trust Company, including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables as owner trustee (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 September August 1, 2007 2000 (as amended and supplemented from time to time, the "Master Indenture"), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "Indenture Trustee"). Simultaneously , as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Offered Securities, as further supplemented by the Class B Notes C(2004-C1) Terms Document dated as contemplated hereinof November 10, 2004 and, with respect to the Issuing Entity will issue $150,000,000 aggregate principal amount Class D Notes, as further supplemented by the Class D(2004-D1) Terms Document dated as of Class A-1 5.67225% Asset Backed Notes November 10, 2004 (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,Indenture Supplement" and together with the Class A-2a NotesMaster Indenture, the “Class A-2 Notes”"Indenture"). The assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, $134,050,000 aggregate principal amount dated as of Class A-3a 5.34% Asset Backed Notes August 1, 2000 (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 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 September 1, 2007 (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 thereinpursuant to a Receivables Purchase Agreement, in the Indenture or the Trust Agreement to be dated as of September 27August 1, 2007 2000 (as amended and supplemented from time to time, the "Trust Receivables Purchase Agreement"), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York (Delaware)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 Offered Securities listed on Schedule A hereto (the "Underwriters") as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Receivables Corp)
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 20071998-A B (the "Issuing EntityTrust") to issue sell $19,798,000 250,000,000.00 aggregate principal amount of Class B 6.18A-1 5.578% Asset Backed Notes (the "Class B A-1 Notes"), $200,000,000.00 aggregate principal amount of Class A-2 5.729% Asset Backed Notes (the "Class A-2 Notes"), $321,000,000.00 aggregate principal amount of Class A-3 5.750% Asset Backed Notes (the "Class A-3 Notes") and to sell the $282,800,000.00 aggregate principal amount of Class B A-4 5.800% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate simple interest and actuarial 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 EquipmentVehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), and the proceeds thereof. The 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 as of the Issuing Entity by Caterpillar Financial Services Corporationclose of business on April 1, a Delaware corporation 1998 (the "Servicer" or Cut-off Date"CFSC")) was equal to $1,086,404,142.65. The Notes will be issued pursuant to the Indenture to be dated as of September April 1, 2007 1998 (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 B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 32,604,142.65 aggregate principal amount of Class A-1 5.672256.050% 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") pursuant to the Amended and Restated Trust Agreement to be dated as of April 1, 1998 (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 Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," and, together with this Agreement, the "Underwriting Agreements") among between the Depositor Bank and Chase Securities Inc. The Notes and the underwriters named in Schedule I theretoCertificates 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 September April 1, 2007 1998 (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 Notes from the Bank by the several underwriters named in the Indenture or the Trust Agreement to be dated as of September 27, 2007 Schedule I hereto (as amended and supplemented from time to time, the "Trust AgreementUnderwriters"), between the Depositor and The Bank of New York (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: Note Underwriting Agreement (Chase Manhattan Auto Owner Trust 1998-B)
Introductory. Caterpillar Financial Funding CorporationPerpetual Trustees Australia Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a Nevada corporation duly incorporated and existing under the Corporations ▇▇▇ ▇▇▇▇ (Cth) of the Commonwealth of Australia ("PTAL"), in its capacity as trustee of the SMHL Global Fund No. 8 (the "DepositorFUND", and PTAL in that capacity being the "ISSUER TRUSTEE" acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), as manager of the Fund (the "MANAGER") proposes to sell to the several Underwriters listed in Schedule I hereto (the "UNDERWRITERS"), proposes to cause Caterpillar Financial Asset Trust 2007-A for whom Deutsche Bank Securities Inc. ("DBSI") is acting as representative (the "Issuing EntityREPRESENTATIVE"), U.S.$[ ] principal amount of Class A1 Mortgage Backed Floating Rate Notes (the "CLASS A1 NOTES") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue $19,798,000 aggregate (euro)[ ] principal amount of Class A2 Mortgage Backed Floating Rate Notes (the "CLASS A2 NOTES" and, together with the Class A1 Notes, the "CLASS A Notes") and A$[ ] principal amount of Class B 6.18% Asset Mortgage Backed Floating Rate Notes (the "CLASS B NOTES" and, together with the Class B A Notes, the "NOTES") and which are not being sold to sell the Class B Notes Underwriters pursuant to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter")this Agreement. The assets of the Issuing Entity will Fund include, among other things, a pool of fixed-variable and fixed rate retail installment sale contracts and finance leases residential housing loans (the "ReceivablesHOUSING LOANS") secured initially originated by new and used machinery manufactured primarily by Caterpillar Inc. Members Equity Bank Pty Limited (formerly known as Members Equity Pty Limited) (ABN 56 070 887 679) ("CaterpillarMEMBERS EQUITY") for Superannuation Members Home Loans Origination Fund No. 3 (the "ORIGINATION FUND"), including rights to receive certain payments all monies at any time paid or payable thereon or in respect thereof, after the close of business August 30, 2005 (the "CUT-OFF DATE"), with respect to such Receivablespayments of principal and after the Closing Date (as defined herein) with respect to payments of interest, and security interests rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the machinery financed by Collection Account, amounts available under the Receivables Payment Funding Facility, the Redraw Funding Facility, the Top-up Funding Facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund will be established pursuant to the Master Trust Deed between the Manager and the Issuer Trustee, dated July 4, 1994 as amended and restated (the "Financed EquipmentMASTER TRUST DEED")) and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, 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 Corporationdated July 27, a Delaware corporation 2005 (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 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 $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 NotesNOTICE OF CREATION") and $155,000,000 aggregate principal amount of which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice 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 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates to be dated on or about [ ], 2005 (the "CertificatesSUPPLEMENTARY BOND TERMS NOTICE CLASS A NOTES AND CLASS B NOTES") each such certificate representing a fractional undivided interest in between the Issuing EntityIssuer Trustee, the Security Trustee, the Note Trustee and the Manager, which sets forth the terms and conditions of the Notes. The Class A Notes will Note Trust Deed, to be sold pursuant to an underwriting agreement dated on or about [ ], 2005 (the "Class A Note Underwriting Agreement," together with this AgreementNOTE TRUST DEED") by and among the Issuer Trustee, the "Underwriting Agreements"Manager, AIB/BNY Fund Management (Ireland) 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 September 1, 2007 Limited (as amended and supplemented from time to time, the "Sale and Servicing AgreementIRISH PAYING AGENT"), 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Security Trustee and The Bank of New York (Delawarethe "NOTE TRUSTEE") provides for the issuance and registration of the Class A Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the "MORTGAGE MANAGER") of the Housing Loans. The Manager and Members Equity are each a "MEMBERS EQUITY PARTY" and collectively are referred to herein as the "MEMBERS EQUITY PARTIES." The Manager has prepared and filed with the Securities and Exchange Commission (the "COMMISSION") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "SECURITIES ACT"), a Delaware banking corporationregistration statement, and an affiliate including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of The Bank of New York, a New York banking corporation1934, as owner trustee under the Trust Agreement (amended, is herein referred to as the "Owner TrusteeExchange Act").
Appears in 1 contract
Sources: Underwriting Agreement (Me Portfolio Management LTD)
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 2007-A 200 - (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate [ ] principal amount of [ ] Class B 6.18% A-1 Asset Backed Notes (the "“A-1 Notes”), $[ ] principal amount of [ ]% Class A-2 Asset Backed Notes (the “A-2 Notes”), $[ ], $[ ] principal amount of [ ]% Class A-3 Asset Backed Notes (the “A-3 Notes”), $[ ] principal amount of [ ]% Class A-4 Asset Backed Notes (the “A-4 Notes”) and $[ ] principal amount of [ ]% Class B Notes") and to sell the Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“B Notes” and, together with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, 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-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 CorporationCNH Capital America LLC, a Delaware corporation limited liability company (“CNHCA”). CNHCA has appointed [ ] (“[ ]”) to act as backup servicer of Receivables pursuant to the Backup Servicing Agreement, dated as of [ ] (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, CNHCA, the Trust, [ ] as backup servicer and [ ], as indenture trustee (the "Servicer" or "CFSC"“Indenture Trustee”). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 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 Class B Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $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 representing a fractional undivided interest in an amount of $[ ] to the Issuing EntitySeller. 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. 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 September 1, 2007 [ ] (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer CNHCA, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 [ ] (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and 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 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables 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 20072014-A B (the "Issuing Entity"“Trust”) to issue and sell $19,798,000 aggregate 188,000,000 principal amount of 0.19% Class B 6.18% A-1 Asset Backed Notes (the "“Class A-1 Notes”); $315,000,000 principal amount of 0.48% Class A-2 Asset Backed Notes (the “Class A-2 Notes”); $310,000,000 principal amount of 0.91% Class A-3 Asset Backed Notes (the “Class A-3 Notes”); $164,070,000 principal amount of 1.61% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Class A Notes”); and $22,497,000 principal amount of 1.93% Class B Asset Backed Notes (the “Class B Notes") and to sell ” and, together with the Class B Notes A Notes, the “Notes”) to M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September May 1, 2007 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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. 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 September May 1, 2007 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 September 27May 1, 2007 2014 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank Wilmington Trust Company, as trustee (the “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 4:30 p.m. (New York time) on June 3, 2014 (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated May 29, 2014 (the “Preliminary Prospectus Supplement”) to the base prospectus dated May 29, 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 May 29, 2014 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on May 29, 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 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 CorporationDaimler Trust Leasing LLC, a Nevada corporation Delaware limited liability company (the "Depositor"), proposes to cause Caterpillar Financial Asset Mercedes-Benz Auto Lease Trust 20072021-A B (the "Issuing Entity") to issue $19,798,000 aggregate 264,600,000 principal amount of Class B 6.18A-1 0.00% Asset Backed Notes (the "Class B A-1 Notes"), $452,600,000 principal amount of Class A-2 0.22% Asset Backed Notes (the "Class A‑2 Notes"), $452,600,000 principal amount of Class A-3 0.40% 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, together with the Class A-1 Notes, the Class A-2 Notes and the Class A‑3 Notes, the "Notes") and to sell the Class B A-2 Notes, the Class A-3 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the Class A-4 Notes in the respective amounts listed on Schedule I hereto (the "UnderwriterUnderwritten Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The Class A-1 Notes will initially be retained by the Depositor or an affiliate of the Depositor. The Notes will be issued pursuant to an Indenture (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, 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 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 CorporationNotes as contemplated herein, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 an Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "IndentureTrust Agreement"), dated June 1, 2021, 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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 asset backed certificates (the "Certificates") ), each such certificate Certificate representing a fractional undivided beneficial interest in the Issuing Entity, to the Depositor. The Class A Notes will be sold pursuant to an underwriting agreement Daimler Trust, the titling trust (the "Class A Note Underwriting Agreement," together with this AgreementTitling Trust") is governed by the Second Amended and Restated Trust Agreement (as amended and supplemented from time to time, the "Underwriting AgreementsTitling 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 underwriters named in Schedule I theretoIssuing 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 September 1, 2007 (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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Basic Collateral Agency Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Mercedes-Benz Auto Lease Trust 2021-B)
Introductory. Caterpillar Financial Funding CorporationSunnova Helios X Issuer, LLC, a Nevada corporation Delaware limited liability company (the "Depositor"“Issuer”), proposes proposes, subject to cause Caterpillar Financial Asset Trust 2007the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), the 5.30% Solar Loan Backed Notes, Series 2022-C, Class A (the “Class A Notes”) and the 5.60% Solar Loan Backed Notes, Series 2022-C, Class B (the “Class B Notes” and together with the Class A Notes, the "Issuing EntityUnderwritten Notes") in the Initial Outstanding Note Balances set forth in Exhibit D attached to issue $19,798,000 aggregate principal amount of this note purchase agreement (this “Agreement”). The Issuer is also issuing the Solar Loan Backed Notes, Series 2022-C, Class B 6.18% Asset Backed Notes C (the "Class B C Notes") , and to sell together with the Class B Notes to M▇▇▇▇▇▇ LynchUnderwritten Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterNotes"). The assets of On the Issuing Entity will includeClosing Date, among other thingsSunnova ABS Holdings X, LLC, a pool of fixed-rate retail installment sale contracts and finance leases Delaware limited liability company (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"“Sunnova ABS Holdings X”), including rights to receive certain payments with respect to such ReceivablesSunnova Intermediate Holdings, and security interests in the machinery financed by the Receivables LLC, a Delaware limited liability company (the "Financed Equipment"“Sunnova Intermediate Holdings”), 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 a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Helios X Depositor, LLC, a Delaware limited liability company (the "Servicer" or "CFSC"“Depositor”), and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova ABS Holdings X will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova ABS Holdings X; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes will are to be issued pursuant to the Indenture to be under an indenture, dated as of September 1, 2007 the Closing Date (as amended and supplemented from time to time, the "“Indenture"”), by and between the Issuing Entity Issuer and U.S. Bank Wilmington Trust, National Association, a national banking association (“Wilmington Trust”), as indenture trustee (in such capacity, the "“Indenture Trustee"”). Simultaneously with Pursuant to the issuance Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and sale the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Class B Notes Noteholders to secure the Notes. Pursuant to a management agreement, dated as contemplated hereinof the Closing Date, by and among the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes Issuer, Sunnova ABS Management, LLC, a Delaware limited liability company (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," “Sunnova Management” and together with Sunnova Energy, the Class A-2a NotesIssuer, the Depositor, Sunnova ABS Holdings X and Sunnova Intermediate Holdings, the “Class A-2 NotesSunnova Entities”), $134,050,000 aggregate principal amount as manager, and Wilmington Trust, as transition manager, and pursuant to a servicing agreement, dated as of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") Closing Date, by and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (among the "Class A-3b Notes," Issuer, Sunnova Management, as servicer, and together Wilmington Trust, as backup servicer, Sunnova Management will provide certain operations and maintenance and administrative services to the Issuer. Finally, in connection with the Class A-3a Notestransaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, is herein referred to as 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 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 theretoSecurities Act”. Capitalized terms used and in this Agreement but not otherwise defined herein shall have the meanings ascribed to them set forth in the Sale and Servicing Agreement “Standard Definitions” attached as Annex A to be dated as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")Indenture.
Appears in 1 contract
Sources: Note Purchase Agreement (Sunnova Energy International Inc.)
Introductory. Caterpillar Financial Funding CorporationParsley Energy, LLC, a Nevada Delaware limited liability company (the “Company”), and Parsley Finance Corp., a Delaware corporation (“FinanceCo” and, together with the "Depositor"Company, the “Issuers”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Magree with ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Securities LLC (the "Underwriter"“Representative”) and the several initial purchasers named in Schedule A hereto, for whom you are acting as representative (together with the Representative, the “Purchasers”). The assets , subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Purchasers an aggregate $200,000,000 principal amount of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases their 6.250% Senior Notes due 2024 (the "Receivables"“Notes”) secured by new to be issued under the indenture, dated May 27, 2016 and used machinery manufactured primarily by Caterpillar Inc. as supplemented through the Closing Date ("Caterpillar"as defined below) (the “Indenture”), including rights to receive certain payments with respect to such Receivablesbetween the Issuers, the Guarantors (as defined below) and security interests in the machinery financed by the Receivables (the "Financed Equipment")U.S. Bank, 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 CorporationNational Association, a Delaware corporation (the "Servicer" or "CFSC")as Trustee. The Notes will be unconditionally guaranteed (the “Guarantee” and together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each of the entities listed on Schedule B hereto that is identified as a guarantor of the notes (each a “Guarantor”). The Notes constitute “Additional Notes” (as such term is defined in the Indenture) and will be issued pursuant to the Indenture to be dated as of September 1, 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 in compliance with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue Indenture. The Issuers have previously issued $150,000,000 200,000,000 aggregate principal amount of Class A-1 5.672256.250% Asset Backed Senior Notes due 2024 (the "Class A-1 “Initial Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed ”) under the Indenture. The Notes (will have terms identical to 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 Initial Notes, other than the “Class A-2 Notes”)issue date, $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 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 treated as a single series of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 debt securities for all purposes under the Trust Agreement (the "Owner Trustee")Indenture.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationCNH Capital Receivables Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072002-A B (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 270,000,000 principal amount of 1.40625% Class B 6.18% A-1 Asset Backed Notes (the "A-1 Notes"), $270,000,000 principal amount of 1.86000% Class B A-2 Asset Backed Notes (the "A-2 Notes"), $305,000,000 principal amount of Floating Rate Class A-3 Asset Backed Notes (the "A-3 Notes"), $186,250,000 principal amount of Floating Rate Class A-4 Asset Backed Notes (the "A-4 Notes") and to sell the $35,750,000 principal amount of 4.12000% Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterB Notes" and, together with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, 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-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 ("Case Credit"). Case Credit has appointed New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"), to act as subservicer of Receivables that were originated by New Holland (the "Servicer" or "CFSCNH Receivables"). The Notes will be issued pursuant to the Indenture to be dated as of September November 1, 2007 2002 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. JPMorgan Chase Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.672254.12000% 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 representing a fractional undivided interest in an amount of $33,000,000 to the Issuing EntitySeller. The Class A Notes will be sold pursuant and the Certificates are sometimes referred to an underwriting agreement (herein as the "Class A Note Underwriting Agreement,Securities." 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 September November 1, 2007 2002 (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 September 27November 1, 2007 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and 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 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables Inc)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"“Seller”), proposes to cause Caterpillar Financial Asset Trust 20072005-A (the "Issuing Entity"“Trust”) to issue $19,798,000 214,300,000 aggregate principal amount of Class B 6.18A-1 3.2056% Asset Backed Notes (the "“Class B A-1 Notes"”), $219,000,000 aggregate principal amount of Class A-2 3.66% Asset Backed Notes (the “Class A-2 Notes”), $244,000,000 aggregate principal amount of Class A-3 3.90% Asset Backed Notes (the “Class A-3 Notes”) and $142,360,000 aggregate principal amount of Class A-4 4.10% Asset Backed Notes (the “Class A-4 Notes,” together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and to sell the Class B A Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated the several underwriters named in Schedule I hereto (the "Underwriter"“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 by the Receivables (the "“Financed Equipment"”), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 September April 1, 2007 2005 (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 Class B A Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 23,480,000 aggregate principal amount of 4.27% Class A-1 5.67225% B Asset Backed Notes (the "“Class A-1 B Notes"),” together with the Class A Notes, the “Notes”) and $75,000,000 10,677,293 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") ,” together with the Notes sometimes referred to collectively herein as the “Securities”), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A B Notes will be sold pursuant to an underwriting agreement (the "“Class A B Note Underwriting Agreement," ” together with this Agreement, the "“Underwriting Agreements"”) among the Depositor Seller, CFSC and the underwriters named in Schedule I theretoM▇▇▇▇▇▇ 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 September April 1, 2007 2005 (as amended and supplemented from time to time, the "“Sale and Servicing Agreement"”), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27April 28, 2007 2005 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Chase Bank of New York (Delaware)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 1 contract
Sources: Underwriting Agreement (Caterpillar Financial Asset Trust 2005-A)
Introductory. Caterpillar Financial Funding CorporationMetris Receivables, a Nevada corporation Inc. (the "DepositorTransferor), a Delaware corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to cause Caterpillar Financial Asset Trust 2007sell $616,250,000 ____% Asset-Backed Certificates, Series 1997-1, Class A (the "Issuing EntityClass A Certificates") to issue and $19,798,000 aggregate principal amount of 106,250,000 ____% Asset-Backed Certificates, Series 1997-1, Class B 6.18% Asset Backed Notes (the "Class B NotesCertificates" and together with the Class A Certificates, the "Offered Certificates") and to sell of the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Metris Master Trust (the "UnderwriterTrust"). Each Offered Certificate will represent a fractional undivided interest in the Trust. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases receivables (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")arising under certain MasterCard, including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables VISA or other revolving consumer credit accounts (the "Financed EquipmentAccounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), 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 ) to Metris pursuant to the Indenture to be a Bank Receivables Purchase Agreement dated as of May 26, 1995 (together with an Assignment and Assumption Agreement dated as of September 116, 2007 (1996 among Fingerhut Companies, Inc., as assignor, Metris, as assignee, and Direct Merchants Bank, and as supplemented and amended and supplemented from time to time, the "Indenture"Bank Purchase Agreement), between then subsequently transferred by Metris to the Issuing Entity and U.S. Bank National AssociationTransferor pursuant to a Purchase Agreement dated as of May 26, a national banking association 1995 (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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") an Assignment 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 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 Assumption Agreement to be dated as of September 116, 2007 (1996 among Fingerhut Companies, Inc., as assignor, Metris, as assignee, and the Transferor, and as supplemented and amended and supplemented from time to time, the "Sale Purchase Agreement") and then sold by the Transferor to the Trust pursuant to a Pooling 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 September 27May 26, 2007 1995 (as supplemented and amended and supplemented from time to time, the "Trust AgreementP&S")) among the Transferor, between the Depositor Servicer and The Bank of New York (Delaware), a Delaware banking corporationas trustee, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"). The Offered Certificates will be issued pursuant to the P&S and the Series 1997-1 Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". The Class C Certificates and Class D Certificates will also be issued pursuant to the Pooling and Servicing Agreement and, together with the Offered Certificates, are referred to herein as the "Investor Certificates." The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement are collectively referred to as the "Designated Agreements".
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationToyota Leasing, Inc., a Nevada California corporation (the "DepositorTransferor"), proposes and Toyota Motor Credit Corporation, a California corporation ("TMCC"), hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to cause Caterpillar Financial the sale by the Transferor to the Underwriters of $410,000,000 aggregate principal amount of [_____]% Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $650,000,000 aggregate principal amount of [_____]% Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $72,750,000 aggregate principal amount of [ ____]% Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates") and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 20071997-A (the "Issuing EntitySecuritization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue $19,798,000 73,850,000 aggregate principal amount of __% Auto Lease Asset Backed Certificates, Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell Certificates" and, together with the Class B Notes A Certificates, the "Investor Certificates"). The Investor Certificates will be issued pursuant to M▇▇▇▇▇▇ Lyncha securitization trust agreement, Piercedated as of September 1, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 1997 (the "UnderwriterSecuritization Trust Agreement"), between the Transferor and U.S. National Association ("U.S. Bank"), as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a special unit of beneficial interest (the "1997-A SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1997-A SUBI Assets"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Titling Trust (the "ReceivablesTitling Trust Assets") secured will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by new motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles 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"), light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The Receivables will be transferred Titling Trust is expected to invest certain collections on the Issuing Entity Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation TMCC pursuant to an indenture (the "Servicer" or Indenture"CFSC"). The Notes will be issued pursuant to the Indenture to be ) dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"), 1997 between the Issuing Entity TMCC and U.S. Bank National AssociationBank, a national banking association as trustee (in such capacity, the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity The 1997-A SUBI will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes be evidenced by a certificate (the "Class A-1 Notes1997-A SUBI Certificate"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ) issued to TMCC by the Titling Trust pursuant to the Series 1997-A Supplement (the "Class A-2a Notes1997-A SUBI Supplement")) dated [ ], $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes 1997, to the Amended and Restated Trust and Servicing Agreement (the "Class A-2b Notes," Titling Trust Agreement") dated as of October 1, 1996, in each case, among TMCC, as grantor, initial beneficiary and together with the Class A-2a Notesservicer, the “Class A-2 Notes”)TMTT, $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes Inc., as trustee (the "Class A-3a NotesTitling Trustee") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes U.S. Bank, as trust agent (in such capacity, the "Trust Agent"). TMCC will transfer the 1997-A SUBI Certificate to the Transferor pursuant to the 1997-A SUBI Certificate Purchase and Sale Agreement between them (the "Class A-3b Notes," 1997-A SUBI Certificate Sale Agreement"). The 1997-A SUBI Certificate will be transferred and together with assigned by the Class A-3a Notes, Transferor to the “Class A-3 Notes," together with Securitization Trustee pursuant to the Class A-1 Notes Securitization Trust Agreement. The Titling Trust Assets (including the 1997-A SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Class A-2 Notes, Series 1997-A SUBI Servicing Supplement to the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such 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 Titling Trust Agreement to be dated as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 1997 (the "Owner 1997-A SUBI Servicing Supplement") among the Titling Trustee, TMCC and the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the 1997-A SUBI Supplement, the 1997-A SUBI Servicing Supplement, the 1997-A SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the Indenture and the TMCC Demand Notes are referred to herein collectively as the ")Basic Agreements".
Appears in 1 contract
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset Trust 20071999-A (the "Issuing EntityTrust") to issue and sell $19,798,000 23,656,000 aggregate principal amount of 6.55% Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to MGold▇▇▇, ▇▇▇ Lynch, Pierce, F▇▇▇▇▇ chs & S▇▇▇▇ Incorporated Co. (the "Underwriter"). 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 by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred sold to the Issuing Entity Trust by the DepositorSeller. The Receivables will be serviced for the Issuing Entity Trust 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 September July 1, 2007 1999 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. The First National Bank National Associationof Chicago, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 155,000,000 aggregate principal amount of Class A-1 5.672255.365% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 125,000,000 aggregate principal amount of Class A-2a 5.40A-2 5.90% Asset Backed Notes (the "Class A-2a A-2 Notes"), ) and $126,000,000 270,000,000 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 5.34A-3 6.20% 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 $17,764,812 aggregate principal amount of Asset Backed Certificates (the "Certificates," together with the Notes sometimes referred to collectively herein as the ") Securities"), each such certificate representing a fractional undivided interest in the Issuing EntityTrust. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Underwriting Agreement, the "Underwriting Agreements") among the Depositor Seller, CFSC and the underwriters named in Schedule I thereto. 3 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 September July 1, 2007 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27July 1, 2007 1999 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Chase Manhattan Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, corporation as owner trustee under the Trust Agreement (the "Owner Trustee").
Appears in 1 contract
Sources: Class B Note Underwriting Agreement (Caterpillar Financial Funding 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 20071997-A (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 71,500,000 principal amount of Class B 6.18A-1 5.597% Asset Backed Notes (the "Class B A-1 Notes") and to sell the ), $282,000,000 principal amount of Class B A-2 6.00% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterA-2 Notes"), $259,125,000 principal amount of Class A-3 6.45% Asset Backed Notes (the "A-3 Notes"; together with the A-1 Notes and the A-2 Notes, the "Class A Notes" or the "Underwritten Notes"), to the several Note Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). 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 (the "Servicer" or "CFSCCase Credit"). The Underwritten Notes will be issued pursuant to the Indenture to be dated as of September March 1, 2007 1997 (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 Class B Underwritten Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue (i) $150,000,000 aggregate 26,000,000 principal amount of 6.70% Class A-1 5.67225% B 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 B 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class A B Note Underwriting Agreement," "; together with this Agreement, the "Underwriting Agreements") among the Depositor Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) $11,375,000 principal amount of 6.70% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust, 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 September March 1, 2007 1997 (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 September 27March 1, 2007 1997 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and The Bank of New York (Chase Manhattan 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 Conn’s Receivables Funding Corporation2018-A, a Nevada corporation LLC (the "Depositor"), “Issuer”) proposes to cause Caterpillar Financial sell $219,200,000 aggregate principal amount of Asset Trust 2007Backed Fixed Rate Notes, Class A, Series 2018-A (the "Issuing Entity") to issue “Class A Notes”), $19,798,000 69,550,000 aggregate principal amount of Class B 6.18% Asset Backed Notes Fixed Rate Notes, Class B, Series 2018-A (the "“Class B Notes") ”), and to sell $69,550,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2018-A (the “Class C Notes” and, together with the Class A Notes and the Class B Notes Notes, the “Purchased Notes” or the “Offered Series 2018-A Notes”)) to M▇▇you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2018-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 August 15, 2018 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of August 15, 2018 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and W▇▇▇▇ LynchFargo Bank, PierceNational Association, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 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 "Underwriter"“Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2018-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 August 15, 2018 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “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 August 15, 2018 (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 August 15, 2018 (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 August 15, 2018 (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 September 1August 15, 2007 2018 (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 August 15, 2018 (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 Class B Notes as contemplated herein, the Issuing Entity will issue $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 Conn’s Receivables 2017-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into a Sixth Amended and Restated Intercreditor Agreement, to be dated as of August 15, 2018 (the “Class A-2 NotesIntercreditor Agreement”), $134,050,000 aggregate principal amount with Bank of Class A-3a 5.34% Asset Backed Notes (America, N.A., as collateral agent, providing for the "Class A-3a Notes") release of certain of the Receivables from the lien of an existing financing arrangement 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 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 theretorelated 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 August 15, 2018, 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 2018-A: Note Purchase Agreement 2 Prior to 3:35 p.m. New York City time on August 9, 2018 (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 August 6, 2018 (the “Preliminary Offering Memorandum”), (ii) the CONN 2018-A ABS Investor Presentation, initially provided to investors on August 6, 2018 (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_2018A_MKT.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2018-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and Servicing Agreement prior to be dated as of September 1, 2007 (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 September 27the Purchased Notes, 2007 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 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 Bank of New York (Delaware)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 Corporation, a Nevada corporation Saks Credit Corporation is the Transferor (the ------------ "Transferor") under the Saks Credit Card Master Trust (the "DepositorTrust"), proposes which has issued and will issue, from time to cause Caterpillar Financial Asset Trust 2007-A time, asset backed securities and other interests (the "Issuing EntitySecurities") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes in one or more series (the each, a "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterSeries"). Each Security evidences and will evidence a fractional, undivided percentage interest in the Trust. The assets property of the Issuing Entity Trust includes and will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases include receivables (the "Receivables") secured generated from time to time in a portfolio of credit card accounts owned by new and used machinery manufactured primarily by Caterpillar Inc. an affiliate of the Transferor (the "CaterpillarAccounts"), including rights collections thereon and certain related property to receive certain payments with respect be conveyed to such Receivables, and security interests in the machinery financed Trust by the Receivables Transferor (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 "CFSCTrust Property"). The Notes will be issued pursuant to the Indenture to be Master Pooling and Servicing Agreement, dated as of September 1August 21, 2007 1997 (as amended and supplemented from time to timeor supplemented, the "IndenturePooling and Servicing Agreement")) is among the Transferor, between the Issuing Entity and U.S. Norwest Bank Minnesota, National Association, a national banking association (the "Indenture Trustee") and Saks Incorporated, as servicer (the "Servicer"). Simultaneously with The Transferor proposes to enter into the issuance Series 1999-1 Supplement, dated as of July 21, 1999 (the "Series 1999-1 Supplement"), to the Pooling and sale of the Class B Notes as contemplated hereinServicing Agreement, the Issuing Entity will issue pursuant to which $150,000,000 280,000,000 aggregate initial principal amount of Class A-1 5.67225% A Floating Rate Asset Backed Notes Certificates, Series 1999-1 (the "Class A-1 NotesA Certificates"), $75,000,000 30,275,000 aggregate initial principal amount of Class A-2a 5.40% B Floating Rate Asset Backed Notes Certificates, Series 1999-1 (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b NotesB Certificates," and together with the Class A-2a NotesA Certificates, 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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will and $68,100,000 aggregate initial principal amount of Collateral Interest, Series 1999-1 (as may be sold pursuant to an underwriting agreement (subdivided into separate interests, cumulatively the "Class A Note Underwriting Agreement," together with this AgreementCollateral Interest"). To the extent not defined herein, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them specified in the Sale Pooling and Servicing Agreement and the Series 1999-1 Supplement. The Transferor proposes to be dated as of September 1, 2007 sell to the underwriters identified on Schedule I hereto (as amended and supplemented from time to time, the "Sale and Servicing AgreementUnderwriters"), 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 Banc of America Securities LLC is acting as of September 27, 2007 representative (as amended and supplemented from time to time, the "Trust AgreementRepresentative"), between the Depositor and The Bank principal amount 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").Certificates identified on Schedule I.
Appears in 1 contract
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 2007the sale of the GE Equipment Transportation LLC, Series 2014-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class B A Notes") and to sell ”), the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of “Class B Notes”) and the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class C Notes (the "Receivables") secured by new “Class C Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments together with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), Class A Notes and the proceeds thereof. The Receivables will be transferred to Class B Notes, 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1June 18, 2007 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 Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $726,900,000. The Notes specified on Schedule I hereto (the "Class A-1 “Subject Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ”) are being purchased severally and not jointly by the entities specified therein (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Class A-2 NotesLoans”), $134,050,000 aggregate principal amount ) and a special unit of Class A-3a 5.34% Asset Backed Notes beneficial interest (the "Class A-3a Notes"“Series 2014-1 SUBI”) in a portfolio of TRAC leases of new or used titled transportation equipment and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes the related equipment (the "Class A-3b Notes," and together with the Class A-3a Notescollectively, the “Class A-3 Notes," together with Leases”) and related titled equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the Class A-1 Notes “Titling Trust”) designated as the “Series 2014-1 SUBI” (the “Series 2014-1 SUBI”) and the Class A-2 Notescertificate issued in evidence thereof (the “Series 2014-1 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of June [__], 2014, among the "Class A Notes," and together with the Class B NotesDepositor, the "Notes"GE Capital Title Holding Corp. (“GE Title”) and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided 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. The Class A Notes will be sold pursuant Pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Receivables Purchase and Sale 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 September 1June 18, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement")2014, between the Depositor and 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 (the “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 Bank Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of New York vehicles, the related vehicles and certain related assets (Delawarecollectively, 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 Financial Funding CorporationKey Bank USA, National Association, a Nevada corporation national banking association (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset KeyCorp Student Loan Trust 20071999-A (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 260,000,000 principal amount of Class B 6.18% its Floating Rate Asset Backed Notes (the "Class B A-1 Notes") ), and to sell the $570,400,000 principal amount of its Floating Rate Class B A-2 Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-2 Notes" and together with the Class A-1 Notes, the "Notes"), to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts law school, medical school, dental school, graduate business school 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 other graduate school student loans (the "Financed EquipmentStudent Loans")) and certain monies due thereunder on and after January 1, 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 1999 (the "Cutoff Date"). Such Financed Student Loans were sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly-owned subsidiary of EFS, Inc. of Indiana ("EFS" or a "CFSCServicer"). The Notes will be issued pursuant to the Indenture to be dated as of September January 1, 2007 1999 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Trust and U.S. Bank National AssociationBankers Trust Company, a national New York banking association corporation (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 aggregate 34,600,000 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 its 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 ), representing a fractional undivided ownership interest in the Issuing Entity. The Class A Notes Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Class A Note Certificate Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among between the Depositor Seller and the underwriters named in Schedule I theretoRepresentative. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")Appendix A hereto.
Appears in 1 contract
Sources: Note Underwriting Agreement (Key Bank Usa National Association)
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 MMCA Auto 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 "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "IndentureCompany"), between proposes, subject to the Issuing Entity terms and U.S. Bank National Associationconditions stated herein, a national banking association to cause MMCA Auto Owner Trust 1999-1 (the "Indenture TrusteeTrust"). Simultaneously with the issuance ) to issue and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue sell $150,000,000 91,000,000 aggregate principal amount of 5.066% Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 110,000,000 aggregate principal amount of 5.43% Class A-2a 5.40% A-2 Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 120,000,000 aggregate principal amount of 5.50% Class A-2b Floating Rate A-3 Asset Backed Notes (the "Class A-2b A-3 Notes") and $90,980,000 aggregate principal amount of 5.63% Class A-4 Asset Backed Notes (the "Class A-4 Notes," and together with the Class A-2a A-1 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 A-3 Notes, the "Notes") ). The Notes will be issued pursuant to the Indenture dated as of January 1, 1999 (the "Indenture"), between the Trust and Asset Backed Certificates Bank of Tokyo- Mitsubishi Trust Company (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $61,560,349 aggregate principal amount of certificates of beneficial interest (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing EntityTrust Property. The Class A Notes Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of January 1, 1999 (the "Trust Agreement"), between the Company and Wilmington Trust Company, as Owner Trustee. The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, (i) a pool of motor vehicle retail installment sale contracts secured by new and used automobiles and light- and medium-duty trucks to be conveyed to the Trust on the Closing Date (the "Initial Receivables") and from time to time thereafter during the Pre-Funding Period (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables"), (ii) with respect to Actuarial Receivables, certain monies due thereunder on or after the related Cutoff Date, and (iii) with respect to Simple Interest Receivables, certain monies received thereunder on or after the related Cutoff Date. The Receivables will be sold pursuant to an underwriting agreement the Trust by the Company and be serviced for the Trust by Mitsubishi Motors Credit of America, Inc. (the "Class A Note Underwriting Agreement,MMCA" together with this Agreementor, in its capacity as servicer, the "Underwriting AgreementsServicer") among the Depositor and the underwriters named in Schedule I thereto). Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement to be dated as of September January 1, 2007 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Company and the Servicer or, if not defined therein, in the Indenture or Indenture, the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, or the "Trust Purchase Agreement"), between the Depositor and 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 case may be. "Basic Documents" means, collectively, Basic Documents, as defined in the Trust Agreement and Basic Documents, as defined in the Indenture. "Transfer Date" means, with respect to an Initial Receivable, the Closing Date, and with respect to a Subsequent Receivable, the related Subsequent Transfer Date. The Company hereby agrees with the several Underwriters named in Schedule A hereto (the "Owner TrusteeUnderwriters")) as follows: 2.
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationPerpetual Trustees Australia Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a Nevada corporation duly incorporated and existing under the Corporations ▇▇▇ ▇▇▇▇ (Cth) of the Commonwealth of Australia ("PTAL"), in its capacity as trustee of the SMHL Global Fund No. 7 (the "DepositorFund", and PTAL in that capacity being the "ISSUER TRUSTEE" acting at the direction of ME Portfolio Management Limited (ABN 79 005 964 134), as manager of the Fund (the "MANAGER") proposes to sell to the several Underwriters listed in Schedule I hereto (the "UNDERWRITERS"), proposes to cause Caterpillar Financial Asset Trust 2007-A for whom Credit Suisse First Boston LLC ("CSFB") is acting as representative (the "Issuing EntityREPRESENTATIVE"), U.S.$750,000,000 principal amount of Class A1 Mortgage Backed Floating Rate Notes (the "CLASS A1 NOTES") issued by the Issuer Trustee. Each Note will be secured by the assets of the Fund. The Issuer Trustee also proposes to issue $19,798,000 aggregate (euro)500,000,000 principal amount of Class A2 Mortgage Backed Floating Rate Notes (the "CLASS A2 NOTES" and, together with the Class A1 Notes, the "CLASS A NOTES") and A$35,100,000 principal amount of Class B 6.18% Asset Mortgage Backed Floating Rate Notes (the "CLASS B NOTES" and, together with the Class B A Notes, the "Notes") and which are not being sold to sell the Class B Notes Underwriters pursuant to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter")this Agreement. The assets of the Issuing Entity will Fund include, among other things, a pool of fixed-variable and fixed rate retail installment sale contracts and finance leases residential housing loans (the "ReceivablesHOUSING LOANS") secured initially originated by new and used machinery manufactured primarily by Caterpillar Inc. Members Equity Pty Limited (ABN 56 070 887 679) ("CaterpillarMEMBERS EQUITY")) for Superannuation Members Home Loans Origination Fund No. 3 (the "ORIGINATION FUND") including all monies at any time paid or payable thereon or in respect thereof from, including rights to receive certain payments after, August 18, 2004 (the "CUT-OFF DATE") with respect to such Receivablespayments of principal and after the Closing Date (as defined herein) with respect to payments of interest, and security interests rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the machinery financed by Collection Account, amounts available under the Receivables Payment Funding Facility, the Redraw Funding Facility, the Top-up Funding Facility and the rights of the Issuer Trustee under the Basic Documents (other than rights it holds personally). The Fund will be established pursuant to the Master Trust Deed between the Manager and the Issuer Trustee, dated July 4, 1994 as amended and restated (the "Financed EquipmentMASTER TRUST DEED")) and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, 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 Corporationdated August 19, a Delaware corporation 2004 (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 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 $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 NotesNOTICE OF CREATION") and $155,000,000 aggregate principal amount of which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice 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 A Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates to be dated on or about [_________], 2004 (the "CertificatesSUPPLEMENTARY BOND TERMS NOTICE CLASS A NOTES AND CLASS B NOTES") each such certificate representing a fractional undivided interest in between the Issuing EntityIssuer Trustee, the Note Trustee and the Manager, which sets forth the terms and conditions of the Notes. The Class A Notes will Note Trust Deed, to be sold pursuant to an underwriting agreement dated on or about [__________], 2004 (the "Class A Note Underwriting Agreement," together with this AgreementNOTE TRUST DEED") by and among the Issuer Trustee, the "Underwriting Agreements"Manager, AIB/BNY Fund Management (Ireland) 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 September 1, 2007 Limited (as amended and supplemented from time to time, the "Sale and Servicing AgreementIRISH PAYING AGENT"), 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Security Trustee and The Bank of New York (Delawarethe "NOTE TRUSTEE") provides for the issuance and registration of the Class A Notes in accordance with the terms and conditions attached thereto. Members Equity will act as mortgage manager (the "MORTGAGE MANAGER") of the Housing Loans. The Manager and Members Equity are each a "MEMBERS EQUITY PARTY" and collectively are referred to herein as the "MEMBERS EQUITY PARTIES." The Manager has prepared and filed with the Securities and Exchange Commission (the "COMMISSION") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "SECURITIES ACT"), a Delaware banking corporationregistration statement, and an affiliate including a prospectus, relating to the Class A1 Notes. The United States Securities Exchange Act of The Bank of New York, a New York banking corporation1934, as owner trustee under the Trust Agreement (amended, is herein referred to as the "Owner TrusteeExchange Act").
Appears in 1 contract
Sources: Underwriting Agreement (Me Portfolio Management LTD)
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 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mhereby confirm their agreement with ▇▇▇▇▇▇▇ Lynch, Pierce▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated (the "Underwriter"). The assets of “Representative”) and the Issuing Entity will includeseveral underwriters named in Schedule 1 hereto (together with the Representative, among other thingscollectively, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables"“Underwriters”) 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 purchase 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 Underwriters of September 1, 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 $150,000,000 335,000,000 aggregate principal amount of Class A-1 5.672250.35000% Asset Backed Notes Notes, Class A-1 (the "“Class A-1 Notes"”), $75,000,000 392,000,000 aggregate principal amount of Class A-2a 5.400.67% 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, Class A-2 (the “Class A-2 Notes”), $134,050,000 546,000,000 aggregate principal amount of Class A-3a 5.341.05% 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, Class A-3 (the “Class A-3 Notes," together with ”) and $127,800,000 aggregate principal amount of 1.50% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes and Notes, the Class 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 2015-A Notes," Owner Trust, a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and together conditions herein. Simultaneously with the Class B issuance of the Notes, the "Notes") and Depositor will cause the Trust to issue Asset Backed Certificates (the "“Certificates"”) each such with an original certificate representing a fractional undivided interest in the Issuing Entitybalance of at least $58,380,628.33. The Class A Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreementindenture, 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 September 1April 14, 2007 2015 (the “Indenture”), between the Trust and ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”), as indenture trustee (the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and supplemented from time to timerestated trust 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 September 27April 14, 2007 2015 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor and The Bank of New York 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 Corp Ii)
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 2011-1 Owner Trust 2007-A (the "Issuing Entity"“Trust”) to issue sell $19,798,000 299,000,000 aggregate principal amount of Class B 6.180.3248% Asset Backed Notes Notes, Class A-1 (the "“Class B A-1 Notes"”), $265,000,000 aggregate principal amount of 0.65% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $281,000,000 aggregate principal amount of 1.13% Asset Backed Notes, Class A-3 (the “Class A-3 Notes) and to sell $155,000,000 aggregate principal amount of 1.80% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class B A-1 Notes, Class A-2 Notes and the Class A-3, the “Notes”) to Mthe several underwriters set forth on Schedule A (each, an “Underwriter”), for which ▇▇▇▇▇▇▇ Lynch, Pierce▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated and Credit Suisse Securities (USA) LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the "Underwriter"). 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"“Representatives”), 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 February 17, 2011 by and among the Depositor. The Receivables will be serviced Company, American Honda Finance Corporation (“AHFC”) and ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Credit Suisse Securities (USA) 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 Indenture, to be dated as of September 1February 24, 2007 2011 (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 Class B Notes as contemplated herein, the Issuing Entity Trust will issue $150,000,000 25,646,787.94 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes certificates of beneficial interest (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 NotesCertificates”), $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 representing a fractional undivided an interest in the Issuing EntityOwner Trust Estate. The Class A Notes Company will retain the Certificates. The Certificates will be sold issued pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Amended and Restated Trust 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 September 1February 24, 2007 2011 (as amended and supplemented from time to time, the "Sale and Servicing “Trust Agreement"”), among the Issuing EntityCompany, the Depositor and the Servicer orCitibank, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (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"”) and Citigroup Trust-Delaware, National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Honda Auto Receivables 2011-1 Owner Trust)
Introductory. Caterpillar Financial Funding CorporationMetris Receivables, a Nevada corporation Inc. (the "DepositorTransferor")) , a Delaware corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris") , proposes to cause Caterpillar Financial sell $[ ] Floating Rate Asset Trust 2007-Backed Securities, Series 1999- , Class A (the "Issuing EntityClass A Securities") to issue and $19,798,000 aggregate principal amount of [ ] Floating Rate Asset Backed Securities, Series 1999- , Class B 6.18% Asset Backed Notes (the "Class B NotesSecurities" and together with the Class A Securities, the "Offered Securities") and to sell of the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Metris Master Trust (the "UnderwriterTrust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the Issuing Entity Trust will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases receivables (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")arising under certain MasterCard, including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables VISA or other revolving consumer credit accounts (the "Financed EquipmentAccounts")) transferred and sold by Direct Merchants Credit Card Bank, and National Association ("Direct Merchants Bank" or, in its capacity as servicer under 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 CorporationP&S (as hereinafter defined) , a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued ) to Metris pursuant to the Indenture to be an Amended and Restated Bank Receivables Purchase Agreement dated as of September 1July 30, 2007 1998 between Metris and Direct Merchants Bank (as supplemented and amended and supplemented from time to time, the "IndentureBank Purchase Agreement"), between then subsequently sold by Metris to 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 $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Transferor pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor Amended 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 Restated Purchase Agreement to be dated as of September 1July 30, 2007 1998 between Metris and the Transferor (as supplemented and amended and supplemented from time to time, the "Sale Purchase Agreement") and then transferred by the Transferor to the Trust pursuant to an Amended and Restated Pooling 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 September 27July 30, 2007 1998 (as supplemented and amended and supplemented from time to time, the "Trust AgreementP&S")) among the Transferor, between the Depositor Servicer and The Bank of New York (Delaware), a Delaware banking corporationas trustee, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1999- Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". Certain distributions with respect to the Offered Securities will be enhanced by [Credit Enhancement] which, together with the Offered Securities, are referred to herein as the "Investor Securities." The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement are collectively referred to as the "Designated Agreements".
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationWorld Omni Auto Receivables LLC, a Nevada Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the "Depositor"“World Omni”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mhereby confirm their respective agreements with ▇▇▇▇▇▇▇ Lynch, Pierce▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the "Underwriter"“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 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 April 16, a Delaware corporation 2013 (the "Servicer" or "CFSC"“Initial Cutoff Date”). The Notes will be issued pursuant to , and, if there is a funding period, additional fixed rate retail installment sale contracts (the Indenture to be dated as of September 1“Subsequent Receivables” and, 2007 (as amended and supplemented from time to timetogether with the Initial Receivables, the "Indenture"), between the Issuing Entity “Receivables”) secured by new and U.S. Bank National Association, a national banking association used automobiles and light-duty trucks financed thereby (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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," “Subsequent Financed Vehicles” and together with the Class A-2a NotesInitial Financed Vehicles, the “Class A-2 NotesFinanced Vehicles”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes and certain monies received thereunder after the related cutoff date (the "Class A-3a Notes"each, a “Subsequent Cutoff Date”) and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (monies on deposit in the "Class A-3b Notes," Reserve Account and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Trust 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 September 1, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (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 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 2007-A hereby confirm their respective agreements with Banc of America Securities LLC and each of the other underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Issuing EntityRepresentative") ), with respect to issue the sale by the Seller to the Underwriters of $19,798,000 198,000,000 aggregate principal amount of Class B 6.181.87% 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") and to sell of the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated World Omni Auto Receivables Trust 2002-A (the "UnderwriterTrust") 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 September 1, 2007 (as amended and supplemented from time to time, the "IndentureCutoff Date"), between monies on deposit in the Issuing Entity Reserve Account 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 $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 in certain other accounts and the Class A-2 Notes, other property and the "Class A Notes," and together with proceeds thereof to be conveyed to the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold Trust 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 September 1, 2007 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), Closing Date between the Depositor Seller and 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")World Omni.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationKey Bank USA, National Association, a Nevada corporation national banking association (the "DepositorKBUSA"), proposes to cause Caterpillar Financial Asset KeyCorp Student Loan Trust 20072000-A B (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 150,000,000 principal amount of its Floating Rate Class B 6.18% A-1 Asset Backed Notes (the "Class B A-1 Notes"), and $485,000,000, principal amount of its Floating Rate Class A-2 (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 3, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Issuing Entity will Trust include, among other things, a pool of fixed-rate retail installment sale contracts graduate and finance leases undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after September 1, 2000, with respect to certain of the Initial Financed Student Loans, (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("CaterpillarCutoff Date"), including rights to receive certain payments with respect to such Receivablesan interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and security interests in the machinery financed by the Receivables schedule thereto and related confirmation related thereto (the "Interest Rate Swap"), each dated as of September 15, 2000, between the Trust and KBUSA, as the swap counterparty (in such capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Noteholders (the "Securities Guaranty Insurance Policy"). Such Initial Financed EquipmentStudent Loans were sold to the Eligible Lender Trustee on behalf of the Trust by the Seller pursuant to the Sale and Servicing Agreement, dated as of September 1, 2000 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the proceeds thereof"Administrator"). The Receivables will be transferred Master Servicer has also entered into two certain sub-servicing agreements to have the Issuing Entity by Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services CorporationCommonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, a Delaware "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the "ServicerGreat Lakes" or a "CFSCSub-Servicer"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 2000 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity Indenture Trustee and U.S. Bank National Association, a national banking association the Trust. The Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "Insurance Agreement") dated as of September 15, 2000 by and among the Securities Insurer, KBUSA, (in its capacities as the Seller, the Master Servicer, the Administrator, and the Depositor), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to December 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and 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 September 1, 2000 (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the "Cap Provider"), whereunder the Noteholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Insurance Agreement, the Administration Agreement, the Interest Rate Swap and the Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, and pursuant to the Issuing Entity Trust Agreement, the Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes its Trust Certificate (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 NotesCertificate") 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 representing a fractional undivided residual ownership interest in the Issuing Entity. The Class A Notes will be sold pursuant Trust 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 theretoSeller. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to given them in the Sale and Servicing Agreement to be dated as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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")Appendix A attached hereto.
Appears in 1 contract
Sources: Note Underwriting Agreement (Keycorp Student Loan Trust 2000-B)
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 Banc of America Securities LLC, Credit Suisse First Boston Corporation, Deutsche Ban▇ ▇▇▇▇. ▇ro▇▇ ▇▇c. and First Union Securities, Inc. (collectively, the "Underwriters") as follows: The Seller proposes to cause Caterpillar Financial Asset Trust 2007-A (sell to the "Issuing Entity") to issue Underwriters $19,798,000 aggregate 126,500,000 principal amount of its 3.75% Class B 6.18% Asset Backed A-l Notes (the "Class B A-l Notes"), $234,500,000 principal amount of its 4.14% Class A-2 Notes (the "Class A-2 Notes"), $241,500,000 principal amount of its 4.83% Class A-3 Notes (the "Class A-3 Notes") and to sell the $247,500,000 principal amount of its 5.40% Class B A-4 Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterClass A-4 Notes" and, together with the Class A-l Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), to be issued by Capital One Auto Finance Trust 2001-A, 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 Wel▇▇ ▇▇rgo Bank Minnesota, National Association, as indenture trustee (the "Indenture 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, 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 Vehicles 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 Receivables Closing Date, between the Seller and COAF (the "Financed EquipmentTransfer 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"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 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 ) guaranteeing certain payments due in respect of the Class B A Notes. The terms of the Class A Notes are set forth in the Registration Statement and the related Prospectus dated July 10, 2001, as contemplated hereinsupplemented by a Prospectus Supplement dated the date hereof. The Underwriters, COAF and the Issuing Entity Seller agree that no Term Sheets have been or will issue $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 be used in connection with the Class A-2a Notes, offering of 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 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 September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Capital One Auto Receivables LLC)
Introductory. Caterpillar Onyx Acceptance Financial Funding Corporation, a Nevada Delaware corporation (the "Depositor"“Seller”) and Onyx Acceptance Corporation, a Delaware corporation, (“Onyx”), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") confirm their agreement with Credit Suisse First Boston LLC and to sell the Class B Notes to M▇▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇▇ & S▇▇▇▇▇ Incorporated (collectively, the "Underwriter"). “Underwriters”) as follows: 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 Seller proposes 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 sell 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 September 1, 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 Underwriters $150,000,000 aggregate 181,000,000 principal amount of its 2.84975% Class A-1 5.67225% Asset Backed Notes (the "“Class A-1 Notes"”), $75,000,000 aggregate 193,000,000 principal amount of its 3.38% Class A-2a 5.40% Asset Backed A-2 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 177,000,000 principal amount of its 3.69% Class A-3a 5.34% Asset Backed A-3 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 $149,000,000 principal amount of its 3.91% Class A-4 Notes (the “Class A-4 Notes”) and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-2 A-3 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates"“Notes”), to be issued by Onyx Acceptance Owner Trust 2005-A, a Delaware statutory trust (the “Issuer”) each such certificate representing a fractional undivided interest in under the Issuing EntityIndenture (the “Indenture”), dated as of the Closing Date, between the Issuer and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”). The Class A Notes will be sold pursuant to an underwriting agreement collateralized by the Trust Property (as defined below). The assets of the Issuer (the "Class “Trust Property”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (a) (i) the Funded Contracts listed in the Schedule of Contracts attached as Schedules I-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 I-B to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (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 September 27November 31, 2007 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 The Bank of New York (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 Corporation, a Nevada corporation MMCA Auto Receivables Trust (the "DepositorSeller"), proposes a Delaware business trust established pursuant to cause Caterpillar Financial Asset the Amended and Restated Trust 2007-A Agreement, dated as of October 1, 1999 (the "Issuing EntityMART Trust Agreement"), between Mitsubishi Motors Credit of America, Inc. ("MMCA") and Chase Manhattan Bank USA, N.A., as trustee (the "MART Trustee"), proposes, subject to the terms and conditions stated herein, to cause MMCA Auto Owner Trust 2001-3 (the "Trust") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes and sell to the several underwriters named in Schedule A hereto (the "Class B NotesUnderwriters") ), acting severally and to sell the Class B Notes to Mnot jointly, for whom ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated Securities Inc. ("JPMorgan") is acting as representative (the "Underwriter"). 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. ("CaterpillarRepresentative"), 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 September 1, 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 $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 Floating Rate Class A-2a 5.40% A-2 Asset Backed Notes (the "Class A-2a A-2 Notes"), $126,000,000 ___________ aggregate principal amount of Class A-2b Floating Rate Class A-3 Asset Backed Notes (the "Class A-2b A-3 Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”"), $134,050,000 ___________ aggregate principal amount of Floating Rate Class A-3a 5.34% A-4 Asset Backed Notes (the "Class A-3a 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 $155,000,000 ___________ aggregate principal amount of Class A-3b Floating Rate Class B Asset Backed Notes (the "Class A-3b B Notes," and 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") ). The Notes will be issued pursuant to the Indenture, dated as of October 1, 2001 (the "Indenture"), between the Trust and Asset Backed Certificates The Bank of Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and will represent indebtedness of the Trust. Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $___________ aggregate principal amount of certificates of beneficial interest (the "Certificates") ), each such certificate representing a fractional undivided an interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement property of the Trust (the "Class A Note Underwriting Agreement," together with this Trust Property"). The Seller will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated as of October 1, 2001 (the "Underwriting AgreementsTrust Agreement") among ), between the Depositor Seller and Wilmington Trust Company, as trustee (the underwriters named in Schedule I thereto"Owner Trustee"). The Certificates will be subordinated to the Notes. Capitalized terms used and but not otherwise defined herein shall have the meanings ascribed to them thereto in the Sale and Servicing Agreement to be Agreement, dated as of September October 1, 2007 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing EntityTrust, the Depositor Seller and the Servicer or, if not defined therein, in the Indenture or Indenture, the Trust Agreement to be or the Purchase Agreement, dated as of September 27October 1, 2007 2001 (as amended and supplemented from time to time, the "Trust Purchase Agreement"), between the Depositor and The Bank of New York (Delaware)MMCA, a Delaware banking corporationas seller, and an affiliate of The Bank of New York, a New York banking corporationthe Seller, as owner trustee under purchaser, as the Trust Agreement (the "Owner Trustee")case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Mmca Auto Owner Trust 2001-3)
Introductory. Caterpillar Financial Funding Corporation(a) Compagnie Générale de Géophysique (the “Company”), a Nevada corporation société anonyme incorporated under the laws of France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224), proposes, subject to the terms and conditions stated herein, to issue and sell to the initial purchasers named in Schedule A hereto (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity"“Purchasers”) to issue $19,798,000 U.S.$165,000,000 in aggregate principal amount of Class B 6.18its 71/2% Asset Backed Senior Notes due 2015 (the "Class B “Notes"” or “Securities”) to be issued under the indenture, dated 28 April 2005 (the “Indenture”), among the Company, the Guarantors (as defined below) and to sell the Class B Notes to M▇▇▇▇▇▇ LynchJPMorganChase Bank, PierceNational Association, F▇▇▇▇▇ & S▇▇▇▇ Incorporated as trustee (the "Underwriter"“Trustee”), such Notes representing a single series of securities with and having the same terms and conditions as, the U.S.$165,000,000 aggregate principal amount of the 71/2% Senior Notes due 2015 issued on 28 April 2002 (the “Initial Securities”).
(b) The Securities may be sold by the Purchasers pursuant to Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to investors outside of the United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America.
(c) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The assets of Company’s obligations under 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")Securities, including rights to receive certain payments with respect to such Receivablesthe due and punctual payment of interest on the offered Securities, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will shall 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 unconditionally guaranteed pursuant to the Indenture (each a “Guarantee", and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”). The holders of the Securities will be entitled to be the benefits of a Registration Rights Agreement dated as of September 1, 2007 (as amended the date hereof among the Company and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association Purchasers (the "Indenture Trustee"). Simultaneously “Registration Rights Agreement”) in substantially the form of Exhibit A hereto, pursuant to which the Company agrees to file a registration statement (the “Exchange Offer/Shelf Registration Statement”) with the issuance United States Securities and sale Exchange Commission (the “Commission”) registering the exchange of a new series of 71/2% Senior Notes due 2015 of the Class B Company and the guarantees of the new series of 71/2% Senior Notes as contemplated herein, due 2015 of the Issuing Entity will issue $150,000,000 aggregate principal amount Company (such notes and guarantees 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 Notessuch notes, the “Class A-2 NotesExchange Securities”), $134,050,000 aggregate principal amount ) for the Securities and/or the resale 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 (Securities under 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 representing a fractional undivided interest in the Issuing EntitySecurities Act. 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 Capitalised terms used and not otherwise defined herein shall have the meanings meaning ascribed to them such terms in the Sale and Servicing Agreement to be dated Indenture. The Company hereby agrees with the several Purchasers as of September 1, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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").follows:
Appears in 1 contract
Introductory. Caterpillar Financial Funding CorporationCNH Receivables Inc., a Nevada Delaware corporation (the "DepositorSeller"), proposes to cause Caterpillar Financial Asset CNH Equipment Trust 20072000-A (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 150,000,000 principal amount of Class B 6.18A-1 6.178% Asset Backed Notes (the "A-1 Notes"). $360,000,000 principal amount of Class B A-2 6.80% Asset Backed Notes (the "A-2 Notes"), $260,000,000 principal amount of Class A-3 7.14% Asset Backed Notes (the "A-3 Notes"), $311,000,000 principal amount of Class A-4 7.34% Asset Backed Notes (the "A-4 Notes") and to sell the $46,000,000 principal amount of Class B 7.32% Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "UnderwriterB Notes"; together with the A- 1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the "Notes"), to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative"). 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 September March 1, 2007 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 Class B Notes as contemplated hereinin this Agreement, the Issuing Entity Trust will issue $150,000,000 aggregate principal amount of Class A-1 5.672257.32% 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 representing a fractional undivided interest ), in an amount of $23,000,000 to the Issuing EntitySeller. The Class A Notes will be sold pursuant and the Certificates are sometimes referred to an underwriting agreement (herein as the "Class A Note Underwriting Agreement,Securities." 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 September March 1, 2007 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 September 27March 1, 2007 2000 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor Seller and 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 1 contract
Introductory. Caterpillar Financial Funding AFCO Credit Corporation, a Nevada New York corporation (the "DepositorAFCO Credit"), proposes to cause Caterpillar Financial Asset Trust 2007-A and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Issuing EntityOriginators" and in their capacity as servicer, the "Servicer") propose to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and convey commercial insurance premium finance leases loans (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar")from time to time to Mellon Bank, including rights to receive certain payments with respect to such ReceivablesN.A., and security interests in a national banking association organized under the machinery financed by laws of the Receivables United States of America (the "Financed EquipmentTransferor"). The Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the proceeds thereofTrust to sell to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $25,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class A Underwriting Agreement dated the date hereof (the "Class A Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class A Underwriters") providing for the sale of $440,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class A Certificates"). The Class B Certificates and the Class A Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class A Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be transferred conveyed by the Transferor to the Issuing Entity by the Depositor. The Receivables will be serviced Trust in exchange for the Issuing Entity by Caterpillar Financial Services CorporationCertificates pursuant to a Pooling and Servicing Agreement, a Delaware corporation dated as of December 1, 1996 (the "Servicer" or P&S"CFSC) and the Series 1996-1 Supplement thereto (the "). The Notes will be issued pursuant to Series Supplement") and together with the Indenture to be P&S, (the "Pooling and Servicing Agreement") dated as of September December 1, 2007 (as amended and supplemented from time to time1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("IndenturePFSI"), between as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the Issuing Entity "Back-up Servicer") and U.S. The First National Bank National Associationof Chicago, a national banking association association, as trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated hereinIn addition, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Class A-1 NotesCollateral Interest Holder"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ) and Credit Suisse as Agent (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 NotesAgent") 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 representing will enter into 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 Loan Agreement to be dated as of September 1, 2007 the Closing Date (as amended and supplemented from time to time, the "Sale Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement"), 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and 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 1 contract
Sources: Underwriting Agreement (Mellon Bank Premium Finance Loan Master 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 20072001-A (the "Issuing EntityTrust") to issue and sell $19,798,000 aggregate 329,000,000 principal amount of Class B 6.18its 3.98875% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). 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 September 1, 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 $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate 448,000,000 principal amount of its 4.26% Class A-2a 5.40% Asset Backed A-2 Notes (the "Class A-2a A-2 Notes"), $126,000,000 aggregate 499,000,000 principal amount of its 4.70% Class A-2b Floating Rate Asset Backed A-3 Notes (the "Class A-2b A-3 Notes,"), $274,000,000 principal amount of its 5.11% Class A-4 Notes (the "Class A-4 Notes" and together with the Class A-2a A-1 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 A-3 Notes, the "Class A Notes,") and $31,800,000 principal amount of its 5.46% Class B Notes (the "Class B Notes" and together with the Class B A Notes, the "Notes") and Asset Backed Certificates to the several underwriters set forth on Schedule I (each, an "Underwriter"), for whom you are acting as representative (the "CertificatesRepresentative") each such certificate representing a fractional undivided interest in the Issuing Entity). The Class A Notes will be sold issued pursuant to an underwriting agreement Indenture, to be dated as of May 1, 2001 (the "Class A Note Underwriting Agreement," together with this AgreementIndenture"), between the Trust and The Chase Manhattan Bank, as indenture trustee (in such capacity, the "Underwriting AgreementsIndenture Trustee"). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date (the "Initial Receivables") among secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the Depositor "Initial Vehicles") and certain monies received thereunder after the close of business on April 30, 2001 (the "Initial Cutoff Date"), motor vehicle retail installment sale contracts transferred to the Trust after the Closing Date and prior to September 1, 2001 (the "Subsequent Receivables" and together with the Initial Receivables, the "Receivables") secured by new and used automobiles, motorcycles, light-duty trucks and sport utility vehicles financed thereby (the "Subsequent Vehicles" and together with the Initial Vehicles, the "Vehicles") and certain monies received thereunder after the related subsequent cutoff date, and the underwriters named in Schedule I thereto. Capitalized terms used other property and not otherwise defined herein shall have the meanings ascribed proceeds thereof to them in be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of September May 1, 2007 2001 (as amended and supplemented from time to time, the "Sale and Servicing Agreement") among the Trust, BMW Financial Services NA, LLC ("BMW Financial Services"), among as servicer, seller, administrator and custodian (in such capacity, the Issuing Entity"Servicer"), the Depositor and the Servicer orIndenture Trustee. Pursuant to the Sale and Servicing Agreement, if not defined therein, in the Indenture or 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 Owner Trust Administration Agreement to be dated as of September 27May 1, 2007 2001 (the "Owner Trust Administration Agreement") among the Trust, BMW Financial Services and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative tasks on behalf of the Trust. The Depositor will form the Trust pursuant to a Trust Agreement (as amended and supplemented from time to time, the "Trust Agreement")) to be dated as of May 1, 2001 between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporationWilmington Trust Company, as owner trustee under the Trust Agreement (the "Owner Trustee"). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement. The Depositor will acquire the Receivables from BMW Financial Services pursuant to the terms of the Receivables Purchase Agreement (the "Receivables Purchase Agreement") dated as of May 1, 2001 between the Depositor and BMW Financial Services. BMW Financial Services will acquire the Receivables from BMW FS Funding Corp. ("BFFC") pursuant to the terms of a Bill of Sale (the "Bill of ▇▇▇e") dated as of ▇▇▇ 18, 2001 between BFFC and BMW Financial Services. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement. As used herein, the term "Transaction Documents" refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Bill of Sale, Receivables ▇▇▇▇hase Agreement, Owner Trust Administration Agreement and Note Depository Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (BMW Vehicle Owner Trust 2001-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 20072017-A C (the "Issuing Entity"“Trust”) to issue $19,798,000 aggregate 198,000,000 principal amount of 1.54000% Class B 6.18% A-1 Asset Backed Notes (the "“Class A-1 Notes”), $235,000,000 principal amount of 1.84% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $230,000,000 principal amount of 2.08% Class A-3 Asset Backed Notes (the “Class A-3 Notes”), $75,490,000 principal amount of 2.36% Class A-4 Asset Backed Notes (the “Class A-4 Notes”, and collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Class A Notes”) and $17,000,000 principal amount of 2.54% Class B Asset Backed Notes (the “Class B Notes") and ” 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 M▇▇▇▇▇▇ Lynchthe several underwriters named in Schedule I hereto (collectively, Piercethe “Underwriters”), F▇▇▇▇▇ & S▇▇▇▇ Incorporated for whom you are acting as representatives (the "Underwriter"). 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"“Representatives”), 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 September November 1, 2007 2017 (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 November 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 and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 Trust will issue to the Depositor Seller certificates representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. 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 September November 1, 2007 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 September 27November 6, 2007 2017 (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank Wilmington Trust Company, as trustee (the “Trustee”). Prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 2:34 p.m. (New York time) on November 14, 2017 (Delawarethe “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus dated November 8, 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 November 8, 2017 (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on November 8, 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 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 2017-C)
Introductory. Caterpillar Financial Funding CorporationGE Equipment Transportation LLC, a Nevada corporation Series 2015-1 (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 2007the sale of the GE Equipment Transportation LLC, Series 2015-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% 1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the "“Class B A Notes") and to sell ”), the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"). The assets of “Class B Notes”) and the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases Class C Notes (the "Receivables") secured by new “Class C Notes” and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments together with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), Class A Notes and the proceeds thereof. The Receivables will be transferred to Class B Notes, 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"“Notes”). The Notes will be issued pursuant to the Indenture to be an Indenture, dated as of September 1March 4, 2007 2015 (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 Class B The Notes as contemplated herein, the Issuing Entity will issue $150,000,000 be issued in an aggregate initial principal amount of Class A-1 5.67225% Asset Backed $564,000,000. The Notes specified on Schedule I hereto (the "Class A-1 “Subject Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes ”) are being purchased severally and not jointly by the entities specified therein (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Noteseach an “Underwriter," ” and together with the Class A-2a Notes“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the related security interests therein (collectively, the “Class A-2 NotesLoans”), $134,050,000 aggregate principal amount ) and a special unit of Class A-3a 5.34% Asset Backed Notes beneficial interest (the "Class A-3a Notes"“Series 2015-1 SUBI”) in a portfolio of TRAC leases of new or used titled transportation equipment and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes the related equipment (the "Class A-3b Notes," and together with the Class A-3a Notescollectively, the “Class A-3 Notes," together with Leases”) and related titled equipment allocated to a special unit of beneficial ownership in GE TF Trust, a Delaware statutory trust (the Class A-1 Notes “Titling Trust”) designated as the “Series 2015-1 SUBI” (the “Series 2015-1 SUBI”) and the Class A-2 Notescertificate issued in evidence thereof (the “Series 2015-1 SUBI Certificate”). Pursuant to a Receivables Sale Agreement, dated as of March 4, 2015, among the "Class A Notes," and together with the Class B NotesDepositor, the "Notes"GE Capital Title Holding Corp. (“GE Title”) and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided 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 2015-1 SUBI Certificate to the Depositor. The Class A Notes will be sold pursuant Pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Receivables Purchase and Sale 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 September 1March 4, 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 September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement")2015, between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Series 2015-1 SUBI Certificate, the Loans and related assets. Pursuant to the Amended and Restated Servicing Agreement, dated as of March 4, 2015 (the “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 Bank Titling Trust was created to take assignments and conveyances of, and to hold in trust, various lease contracts of New York vehicles, the related vehicles and certain related assets (Delawarecollectively, 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 2015-1 SUBI Certificate will be issued pursuant to a supplement to the Origination Trust Agreement Agreement, dated as of March 4, 2015 (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 2015-1 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 0.25000% per annum, the Class A-2 Notes shall bear interest at 0.89% per annum, the Class A-3 Notes shall bear interest at 1.28% per annum, the Class A-4 Notes shall bear interest at 1.77% per annum, the Class B Notes shall bear interest at 2.16% per annum and the Class C Notes shall bear interest at 2.47% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE TF 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 200720XX-A Y (the "Issuing Entity"“Trust”) to issue $19,798,000 aggregate and sell $ principal amount of % Class B 6.18% A-1 Asset Backed Notes (the "“A-1 Notes”); $ principal amount of % Class A-2 Asset Backed Notes (the “A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes”); $ principal amount of % Class A-4a Asset Backed Notes (the “A-4a Notes”), $ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the A-4a Notes, the “A-4 Notes”) and $ principal amount of % Class B Notes") and to sell the Class B Asset Backed Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“B Notes”, and collectively with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”) to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases for whom you are acting as representatives (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"“Representatives”). The Notes will be issued pursuant to the Indenture to be dated as of September 1[Month Day], 2007 20XX (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 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 [Systems & Services Technologies, Inc. (“SST”)] 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, [SST], as backup servicer, and the Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $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 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 Trust will issue to the Depositor Seller [certificates] representing fractional undivided equity interests in the Trust (the “Certificates”). The Notes and the underwriters named in Schedule I thereto. 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 September 1[Month Day], 2007 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 September 27[Month Day], 2007 20XX (as amended and supplemented from time to time, the "“Trust Agreement"”), between the Depositor Seller and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation[Wilmington Trust Company], as owner trustee under the Trust Agreement (the "Owner “Trustee"”).
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables LLC)
Introductory. Caterpillar Financial Funding CorporationAdvanta Business Receivables Corp., a Nevada corporation (the "Depositor"“Company”), proposes proposes, subject to the terms and conditions stated herein, to cause Caterpillar Financial Asset Trust 2007-A Advanta Business Card Master Trust, a Delaware common law trust (the "Issuing Entity") “Issuer”), to issue $19,798,000 200,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B 6.18% A(2007-A1) Asset Backed Notes (the "“Class B A(2007-A1) Notes"” or the “Offered Notes”) and to sell $100,000,000 aggregate principal amount of AdvantaSeries Class B(2007-B1) Asset Backed Notes (the “Class B(2007-B1) Notes”) and $25,000,000 aggregate principal amount of AdvantaSeries Class D(2007-D1) Asset Backed Notes (the “Class D Notes” and together with the Class B A(2007-A1) Notes to M▇▇▇▇▇▇ Lynchand Class B(2007-B1) Notes, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (the "Underwriter"“Notes”). The assets Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of the Issuing Entity will includeAugust 1, among other things, a pool of fixed-rate retail installment sale contracts and finance leases 2000 (the "Receivables"“Trust Agreement”) secured by new between the Company and used machinery manufactured primarily by Caterpillar Inc. Wilmington Trust Company, as owner trustee ("Caterpillar"the “Owner Trustee”), including rights as amended by Amendment No. 1 to receive certain payments with respect to such Receivablesthe Trust Agreement, and security interests in dated as of May 9, 2006, between the machinery financed by the Receivables (the "Financed Equipment"), Company 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")Owner Trustee. The Notes will be issued pursuant to the Indenture to be a Master Indenture, dated as of September August 1, 2007 2000 (as amended and supplemented from time to time, the "“Master Indenture"”), between the Issuing Entity Issuer and U.S. Deutsche Bank National AssociationTrust Company Americas, a national banking association as indenture trustee (the "“Indenture Trustee"”), as amended by Amendment No. Simultaneously 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the issuance and sale Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B Notes as contemplated hereinA(2007-A1) Terms Document, the Issuing Entity will issue $150,000,000 aggregate principal amount Class B(2007-B1) Terms Document and the Class D(2007-D1) Terms Document, each dated as of Class A-1 5.67225% Asset Backed Notes February 21, 2007 (the "Class A-1 Notes")AdvantaSeries Indenture Supplement, $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (together with such terms documents, 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," “Indenture Supplement” and together with the Class A-2a NotesMaster Indenture, the “Class A-2 NotesIndenture”), $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 representing a fractional undivided interest in the Issuing Entity. The Class A Notes assets of the Issuer will be sold include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this a Transfer and Servicing 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 September August 1, 2007 2000 (as amended and supplemented from time to time, the "Sale “Transfer and Servicing Agreement"”), among the Issuing EntityCompany, Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the Depositor “Servicer”), and the Servicer orIssuer, if not defined thereinas amended by Amendment No. 1 to the Transfer and Servicing Agreement, in the Indenture or the Trust Agreement to be dated as of September 27May 9, 2007 (as amended and supplemented from time to time2006, among the Company, the "Trust Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement", dated as of August 1, 2000 (the “Receivables Purchase Agreement”), between the Depositor Company and The Bank Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of New York the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (Delawarethe “Security Agreement”), a Delaware banking corporationbetween 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 an affiliate of the Issuer. The Bank of New YorkTransfer and Servicing Agreement, a New York banking corporationthe Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as owner trustee under the Trust “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 Offered Notes listed on Schedule A hereto (the "Owner Trustee").“Underwriters”) as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Receivables Corp)
Introductory. Caterpillar Financial Funding CorporationNSM Steel (Delaware) Inc. ("NSM(Del)") and NSM Steel Company, a Nevada corporation Ltd. ("NSM Cayman" and, together with NSM (Del), the "Note 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 "DepositorPurchasers"), proposes to cause Caterpillar Financial Asset Trust 2007-A ) (i) $249,000,000 aggregate principal amount at maturity of 12% Senior Mortgage Notes Due 2006 (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Senior Notes") and to sell the Class B Notes to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated (ii) $175,010,000 (Gross Proceeds) representing 203,500 Units (the "UnderwriterUnits"), each consisting of a $1,000 principal amount at maturity 12 1/4% Senior Subordinated Mortgage Note Due 2008 (collectively, the "Senior Subordinated Notes") with 633.09266 warrants (collectively, the "Warrants") each to purchase one ordinary shares, par value 10 Baht per share (collectively, "Ordinary Shares"), of Nakornthai Strip Mill Public Company Limited (the "Company" and, together with the Note Issuers, the "Issuers"). The assets Senior Notes and the Senior Subordinated Notes are collectively referred to herein as the "Offered Notes", and the Offered Notes, the Units and the Warrants are collectively referred to herein as the "Offered Securities". In connection with, and concurrently with the consummation of, the issuance and sale of the Issuing Entity will includeOffered Securities, among other things, the Issuers propose to consummate (i) a pool private placement consisting of fixed-rate retail installment sale contracts and finance leases U.S. $53,133,016 aggregate principal amount at maturity of 12 3/4% Subordinated Second Mortgage Debentures Due 2009 (the "ReceivablesDebentures") secured and (ii) private placements of 158,639,864 Ordinary Shares (the "Private Shares") in the aggregate. Capitalized terms used but not defined herein have the respective meanings specified therefor in the Offering Document (as defined below)). The Senior Notes will be irrevocably and unconditionally guaranteed (the "Senior Guaranty") as to principal, premium, interest and Additional Amounts (as defined in the Indentures (as defined below), if any, by new the Company. The Senior Subordinated Notes will be irrevocably and used machinery manufactured primarily unconditionally guaranteed (the "Senior Subordinated Guaranty" and, together with the Senior Guaranty, the "Guaranties") as to principal, premium, interest and Additional Amounts, if any, by Caterpillar Inc. the Company. The Senior Notes will be issued under an indenture dated as of March 1, 1998 (the "CaterpillarSenior Note Indenture"), including rights to receive certain payments with respect to such Receivablesamong the Note Issuers, the Company and security interests in the machinery financed by the Receivables The Chase Manhattan Bank ("Chase"), as trustee (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 "CFSCSenior Notes Trustee"). The Senior Subordinated Notes will be issued pursuant to the Indenture an indenture, to be dated as of September March 1, 2007 1998 (as amended and supplemented from time to timethe "Senior Subordinated Note Indenture" and, together with the Senior Note Indenture, the "IndentureIndentures"), among the Issuers and Chase, as trustee (the "Senior Subordinated Notes Trustee" and, together with the Senior Notes Trustee, the "Trustees"). The Warrants will be issued under a warrant agreement dated as of March 12, 1998 (the "Warrant Agreement"), between the Issuing Entity Company and U.S. Bank National AssociationAmerican Stock Transfer & Trust Company, a national banking association as warrant agent (the "Indenture TrusteeWarrant Agent"). Simultaneously with The United States Securities Act of 1933 is herein referred to as the issuance "Securities Act". To secure their respective obligations under the Offered Notes, the Guaranties and sale the Security Documents (as defined in the Offering Document), on the date of original issue of the Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes Offered Securities (the "Class A-1 NotesClosing Date"): (i) NSM Cayman will charge to the Trustees (as defined) all its right, title and interest in all the shares of capital stock of NSM (Del) ("Pledged NSM (Del) Stock"); (ii) the Company will pledge and assign to Chase, as collateral agent (in such capacity, the "Collateral Agent") all its right, title and interest in the share capital of NSM Cayman ("Pledged NSM Cayman Stock" and, together with the Pledged NSM (Del) Stock, the "Pledged NSM Stock"); (iii) the Company will grant a mortgage in the land and buildings comprising the Mill, except the Co-Gen Facility; (iv) the Company will grant a security interest in the proceeds in the Offshore Reserve Account and the Notes DSR Account; (v) the Company will grant a pledge in all machinery and equipment located at the Mill, and later, for Registrable Machinery, converted to a machinery mortgage; (vi) the Company will grant an assignment and/or designation as co-beneficiary of insurance policies covering the Mill and an assignment of all reinsurance (the "Insurance Proceeds"); (vii) the Company will grant a conditional assignment in the rights and benefits under the Project Documents; (ix) the Company will grant a conditional assignment and pledge of the Operating Account, Revenue Account (including without limitation the Offshore Sub-account) and Notes Sinking Fund Account upon the terms set forth in a pledge of accounts agreement of even date herewith (the "Pledge of Accounts Agreement"), $75,000,000 aggregate principal amount between the Company and the Collateral Agent; (x) the Company will grant a pledge of Class A-2a 5.40% Asset Backed Permitted Investments; and (xi) the Company will grant an assignment of the Performance Bonds (the collateral described in clauses (iii)-(xi) above being herein referred to as the "Closing Date Collateral"). The respective rights in the Closing Date Collateral of the holders of the Offered Notes the holders of the Debentures and the Thai lenders under the Bank Credit Facility, will be governed by the terms of a Security Sharing Agreement dated as of March 12, 1998 (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 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 September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Security Sharing Agreement"), among the Issuing EntityCollateral Agent; the Book-Entry Depositary; the Company; the Industrial Finance Corporation of Thailand, the Depositor Thai Farmers Bank Public Company Limited, Siam City Bank Public Company Limited, The Government Savings Bank, First Bangkok City Bank Public Company Limited, Nakornthon Bank Public Company Limited, SCF Finance and the Servicer orSecurities Public Company Limited, if not defined thereinSiam City Credit Finance and Securities Public Company Limited, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 IFCT Finance and Securities Public Company Limited and First City Investment Finance and Securities Public Company Limited (as amended and supplemented from time to timecollectively, the "Trust AgreementThai Lenders"); and the holders of the Debentures. The Issuers hereby agree, between jointly and severally, with the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, several Purchasers as owner trustee under the Trust Agreement (the "Owner Trustee").follows:
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