Exhibit 1.1
$[ ]
REGIONS AUTO RECEIVABLES TRUST 200__-__
[____]% ASSET BACKED NOTES, CLASS [__]
[____]% ASSET BACKED NOTES, CLASS [__]
[____]% ASSET BACKED CERTIFICATES, CLASS [__]
REGIONS ACCEPTANCE LLC
FORM OF UNDERWRITING AGREEMENT
[DATE]
[REPRESENTATIVE]
as Representative of the several Underwriters
listed on Schedule I hereto
[ADDRESS]
Ladies and Gentlemen:
1. INTRODUCTION. Regions Bank, a bank organized under the law of the
State of Alabama (the "Bank"), and Regions Acceptance LLC, a Delaware limited
liability company (the "Depositor"), propose to cause [__________] acting not
in its individual capacity but solely as owner trustee of Regions Auto
Receivables Trust 200__-__ (the "Trust"), to issue $[______] principal amount
of Class A-1 [____]% Asset Backed Notes (the "[___] Notes"), $[______]
principal amount of Class A-2 [____]% Asset Backed Notes (the "[___] Notes"),
$[______] principal amount of Class A-3 [___]% Asset Backed Notes (the "[___]
Notes"), $[______] principal amount of Class A-4 [___]% Asset Backed Notes
(the "[___]" Notes" and, together with the [___] Notes, the [___] Notes and
the [___] Notes, the "Senior Notes"), $[_______] principal amount of Class B
[____]% Asset Backed Notes (the "[___] Notes") and $[_______] principal amount
of Class C [____]% Asset Backed Notes (the "[___] Notes" and, together with
the [___] Notes and the Senior Notes, the "Notes") and sell the Notes to the
several underwriters named in Schedule A hereto (collectively, the
"Underwriters"), for whom you are acting as representative (the
"Representative"). Only the Notes are being purchased by the Underwriters
hereunder. The [___] Notes will be subordinated to the Senior Notes, and the
[___] Notes will be subordinated to the Senior Notes and the [__] Notes. The
Trust will also issue Asset Backed Certificates (the "Certificates") that will
represent fractional undivided beneficial interests in the Trust. The
Certificates will be subordinated to the Notes. The [__] Notes, the [__] Notes
and the Certificates initially will be held by the Depositor.
The assets of the Trust will include, among other things, a pool of
[retail installment sale contracts, retail installment loans, purchase money
notes or other notes] (the "Receivables") secured by [new and used
automobiles, light-duty trucks, vans, minivans and/or sport utility vehicles]
(the "Financed Vehicles"), the related security interests in the Financed
Vehicles, certain monies received on the Receivables on and after the Cutoff
Date, all insurance proceeds and liquidation proceeds with respect to the
Receivables, the related Receivable Files, the Trust Accounts and proceeds of
the foregoing. The Bank will sell the Receivables to the Depositor
pursuant to a Receivables Purchase Agreement to be dated as of [DATE] (the
"Purchase Agreement") between the Bank and the Depositor. The Depositor will
sell the Receivables to the Trust pursuant to a Sale and Servicing Agreement
to be dated as of [DATE] (the "Sale and Servicing Agreement") by and among the
Bank, as seller and servicer, the Depositor, the Trust and [INDENTURE
TRUSTEE], as indenture trustee (the "Indenture Trustee"). The Receivables will
be serviced for the Trust by Regions Bank (in such capacity, the "Servicer").
The Servicer will enter into a Subservicing Agreement to be dated as of [DATE]
(the "Subservicing Agreement") between the Servicer and [SUBSERVICER], as
subservicer (the "Subservicer") pursuant to which the Subservicer will agree
to perform certain obligations of the Servicer with respect to the servicing
of the Receivables.
The Notes will be issued pursuant to the Indenture to be dated as of
[DATE] (as amended and supplemented from time to time, the "Indenture"),
between the Trust and the Indenture Trustee. The Certificates will be issued
pursuant to a Trust Agreement to be amended and restated as of [DATE] (as
amended and supplemented from time to time, the "Trust Agreement" and,
together with the Purchase Agreement, the Sale and Servicing Agreement, the
Subservicing Agreement and the Indenture, the "Basic Documents"), between the
Depositor and [OWNER TRUSTEE], as owner trustee (the "Owner Trustee").
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned thereto in the Sale and Servicing Agreement or, if not
defined therein, in the Trust Agreement or, if not defined therein, in the
Indenture.
2. Representations and Warranties. The Depositor and the Bank (each a
"Representing Party" and collectively the "Representing Parties"), jointly and
severally, represent and warrant to, and agree with each Underwriter as of the
date hereof and as of the Closing Date that:
(a) The offering of the Notes by the Bank and the Depositor meets the
requirements for use of Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (Registration No. 333-100339) on such
Form, including a related preliminary base prospectus and a preliminary
prospectus supplement, for the registration under the Act of the offering and
sale of the Notes. The Bank and the Depositor have filed one or more
amendments thereto, each of which amendments has previously been furnished to
you. The Bank and the Depositor will next file with the Commission one of the
following: (i) prior to the effectiveness of such registration statement, an
amendment thereto (including the form of final base prospectus and the form of
final prospectus supplement relating to the Notes), (ii) after effectiveness
of such registration statement, a final base prospectus and a final prospectus
supplement relating to the Notes in accordance with Rules 430A and 424(b)(1)
or (4) under the Act, or (iii) after the effectiveness of such registration
statement, a final base prospectus and a final prospectus supplement relating
to the Notes in accordance with Rules 415 and 424(b)(2) or (5). In the case of
clauses (ii) and (iii), the Depositor has included in such registration
statement, as amended at the Effective Date, all information (other than Rule
430A Information) required by the Act and the rules thereunder to be included
in the Prospectus with respect to the Notes and the offering thereof. As
filed, such amendment and form of final prospectus supplement, or such final
prospectus supplement, shall include all Rule 430A Information, together with
all other such required information with respect to the Notes and the offering
thereof and, except to the extent that the Underwriters shall agree in
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writing to a modification, shall be in all substantive respects in the form
furnished to you 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 (beyond that contained in the latest preliminary base
prospectus and preliminary prospectus supplement, if any, that have previously
been furnished to you) as the Bank has advised you, prior to the Execution
Time, will be included or made therein. If the Registration Statement contains
the undertaking specified by Regulation S-K Item 512(a), the Registration
Statement, at the Execution Time, meets the requirements set forth in Rule
415(a)(1)(x).
For purposes of this Agreement, "Effective Time, means the date and time
as of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission, and
"Effective Date" means the date of the Effective Time. "Execution Time" shall
mean the date and time that this Agreement is executed and delivered by the
parties hereto. Such registration statement, as amended at the Effective Time,
including all information deemed to be a part of such registration statement
as of the Effective Time pursuant to Rule 430A(b) under the Act, and including
the exhibits thereto and any material incorporated by reference therein, is
hereinafter referred to as the "Registration Statement." "Base Prospectus"
shall mean the prospectus referred to above contained in the Registration
Statement at the Effective Date including any Preliminary Prospectus
Supplement, as most recently revised or amended and filed with the Commission
pursuant to Rule 424(b) or Rule 429. "Preliminary Prospectus Supplement" shall
mean any preliminary prospectus supplement to the Base Prospectus which
describes the Notes and the offering thereof and is used prior to filing of
the Prospectus. "Prospectus" shall mean the prospectus supplement relating to
the Notes that is first filed pursuant to Rule 424(b) after the Execution
Time, together with the Base Prospectus, as amended at the time of such
filing, or, if no filing pursuant to Rule 424(b) is required, shall mean the
prospectus supplement relating to the Notes, including the Base Prospectus,
included in the Registration Statement at the Effective Date. "Rule 430A
Information" means information with respect to the Notes and the offering of
the Notes permitted to be omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A. "Rule 415", "Rule 424", "Rule 430A"
and "Regulation S-K" refer to such rules or regulations under the Act. Any
reference herein to the Registration Statement, the Base Prospectus, a
Preliminary Prospectus Supplement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on or before the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, such
Preliminary Prospectus Supplement or the Prospectus, as the case may be, and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement, or the issue date of the Base Prospectus,
any Preliminary Prospectus Supplement or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus is first filed
(if required) after the Execution Time in accordance with Rule 424(b) and on
the Closing Date (as defined below), the Prospectus (and any supplements
thereto) will, comply in all material respects with the applicable
requirements
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of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
respective rules and regulations of the Commission thereunder (tile "Rules and
Regulations"); on the Effective Date, the Registration Statement did not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading; and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date, the Prospectus (together with any
supplement thereto) will not include any untrue statement of a material fact
or omit 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; provided, however, that the Representing Parties make no
representation or warranty as to the information contained in or omitted from
the Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Bank by the Underwriters through you specifically for use in connection with
the preparation of the Registration Statement or the Prospectus (or any
supplement thereto), it being agreed that the only such information consists
of the statements in the following paragraphs under the caption "Underwriting"
in the Prospectus Supplement: the second, third, fourth and fifth paragraphs,
the first two sentences of the sixth paragraph, the seventh, eighth, ninth and
tenth paragraphs, and, to the extent that the statements in such paragraphs
relate to the Underwriters, the eleventh and fifteenth paragraphs (such
information, the "Underwriter Information").
(c) The Bank has been duly organized and is validly existing as an
Alabama state bank, and continues to hold a valid certificate to transact
business as such, and has the requisite power and authority to originate,
purchase, hold, sell and service the Receivables, to enter into and perform
its obligations under the Basic Documents to which it is a party, and to
conduct its business as described in the Registration Statement and the
Prospectus.
(d) The Depositor has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the State of
Delaware with the power and authority to own its properties and conduct its
business as described in the Registration Statement and the Prospectus, and
has the corporate power, authority and legal right to acquire, own and sell
the Receivables.
(e) Each of the Representing Parties and the Trust (collectively, the
"Regions Entities") has full power, authority and legal right to execute and
deliver, and to perform and observe the provisions of, each of the Basic
Documents to which it is a party and to carry out the transactions
contemplated in such Basic Documents.
(f) On the Closing Date, the Basic Documents and all other instruments to
be delivered pursuant to this Agreement or the Basic Documents will have been
duly authorized, executed and delivered by each Regions Entity party thereto
and will be legal, valid and binding instruments of each Regions Entity party
thereto, enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally (including the rights of creditors of
banks the deposits of which are insured by the FDIC) and subject, as to
enforceability, to general principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law.
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(g) This Agreement has been duly authorized, executed and delivered by
each of the Representing Parties.
(h) None of the Regions Entities is in violation of its articles of
association, articles of incorporation, by-laws, certificate of trust or the
Trust Agreement, as applicable, or in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or
other agreement or instrument to which such Regions Entity is a party or by
which it may be bound, or to which any of its property or assets are subject,
except for such defaults that would not result in a material adverse effect on
such Regions Entity, its business, results of operations, condition (financial
or otherwise), prospects, material properties or assets or its ability to
execute, deliver and perform its obligations under each Basic Document to
which it is a party.
(i) The execution and delivery of the Basic Documents by the Regions
Entities party thereto, compliance by the Regions Entities with the applicable
provisions thereof and the consummation by the Regions Entities of the
transactions therein contemplated will not result in (i) a breach, default or
violation of (1) any law or governmental rule or regulation applicable to any
Regions Entity now in effect, (2) any provision of the articles of
association, articles of incorporation, by-laws, certificate of trust or trust
agreement applicable to any Regions Entity, (3) any judgment, order or decree
of any court, arbitrator, administrative agency or other governmental
authority applicable to any Regions Entity, or (4) any agreement or instrument
to which any Regions Entity is a party or by which it is bound, (ii) the
acceleration of any obligation of any Regions Entity, or (iii) the creation of
any lien, claim or encumbrance (other than the lien of the Indenture) upon the
property of the Trust.
(j) There are no actions, proceedings or investigations pending or, to
the best of their knowledge, threatened, against or affecting any Regions
Entity (i) asserting the invalidity of the Trust or any of the Basic
Documents, (ii) seeking to prevent the issuance of the Notes or the
consummation by any Regions Entity of any of the transactions contemplated by
the Basic Documents, or (iii) which, individually or in the aggregate, if
adversely decided, would materially and adversely affect the financial
condition or operations of any Regions Entity or of any Regions Entity's
ability to carry out the transactions contemplated in the Basic Documents.
(k) When the Notes have been duly executed and delivered by the Owner
Trustee on behalf of the Trust, authenticated by the Indenture Trustee in
accordance with the Indenture and delivered and paid for pursuant to this
Agreement, the Notes will be legal, valid and binding obligations of the
Trust, and entitled to the benefits and security afforded by the Indenture,
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally and to the effect of general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
(l) Immediately prior to the transfer of the Conveyed Assets to the Trust
as contemplated by the Sale and Servicing Agreement, the Depositor (i) had
good title to, and was the sole owner of, each Receivable purported to be
transferred by it to the Trust pursuant to the Sale and Servicing Agreement
free and clear of any pledge, mortgage, lien, security interest or other
encumbrance (collectively, "Liens"), (ii) had not assigned to any person any
of its right, title or
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interest in such Conveyed Assets or in the Purchase Agreement and (iii) will
have the power and authority to assign, transfer and convey such Conveyed
Assets to the Trust, and upon the execution and delivery of the Sale and
Servicing Agreement by the Trust, the Trust will have acquired all of the
Depositor's right, title and interest in and to such Conveyed Property free
and clear of any Lien (except for the Lien of the Indenture).
(m) Immediately prior to the transfer of the Receivables to the Trust,
the Depositor's interest in the Receivables, the security interests in the
Financed Vehicles securing the Receivables and the proceeds of each of the
foregoing constituted a perfected first priority ownership interest therein.
If a court concludes that the transfer of the Receivables from the Depositor
to the Trust is a sale, the interest of the Trust in the Receivables, the
security interests in the Financed Vehicles securing the Receivables and the
proceeds of each of the foregoing will be perfected upon the execution and
delivery of the Basic Documents and the filing of a UCC financing statement
with the Secretary of State of the State of Delaware and will constitute a
first priority perfected interest therein. If a court concludes that such
transfer is not a sale, the Sale and Servicing Agreement constitutes a grant
by the Depositor to the Trust of a valid security interest in the Receivables,
the security interests in the Financed Vehicles securing the Receivables and
the proceeds of each of the foregoing, which security interest will be
perfected upon the execution and delivery of the Basic Documents and the
filing of the UCC financing statement with the Secretary of State of the State
of Delaware referred to above and will constitute a first priority perfected
security interest therein. No filing or other action, other than the execution
and delivery of the Basic Documents and the filing of the UCC financing
statement with the Secretary of State of the State of Delaware referred to
above, is necessary to perfect and maintain the interest or the security
interest of the Trust in the Receivables, the security interests in the
Financed Vehicles securing the Receivables and the proceeds of each of the
foregoing against third parties.
(n) Upon the execution and delivery of the Purchase Agreement, the Sale
and Servicing Agreement and the Indenture by the respective parties thereto,
and the filing of a UCC financing statement with the Secretary of State of the
State of Delaware reflecting the security interest granted under the
Indenture, the Indenture Trustee will be vested for the benefit of the
Noteholders, with a first priority perfected security interest in the Conveyed
Assets, subject to no prior Lien.
(o) No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required for the consummation of
the transactions contemplated by this Agreement or the Basic Documents, except
such as are required and have been or will be obtained and made on or prior to
the Closing Date under the Securities Act and such as may be required under
state securities laws.
(p) Each Regions Entity has obtained all necessary licenses, permits,
approvals and other governmental authorizations under the federal law of the
United States and the laws of each applicable State, the absence of which
would render any Receivable or any other part of the Conveyed Assets
unenforceable or would materially and adversely affect the ability of such
Regions Entity to perform any of its obligations under, or the enforceability
of, any of the Basic Documents to which it is a party; such licenses, permits,
approvals and other governmental authorizations are in full force and effect,
and such Regions Entity is in all material respects
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complying therewith. Each Regions Entity is otherwise in compliance with all
laws, rules, regulations and statutes of any jurisdiction to which it is
subject, except where non-compliance would not have a material adverse effect
on such Regions Entity.
(q) Since [DATE], there has not been any material adverse change in the
business, results of operations, condition (financial or otherwise),
prospects, or material properties or assets of the Depositor or the Bank.
(r) The computer tape of the Receivables created as of [DATE], and made
available to the Representative by the Servicer, was complete and accurate in
all material respects as of the date thereof and includes a description of the
Receivables that are described in Schedule B to the Sale and Servicing
Agreement.
(s) None of the Representing Parties, any of their Affiliates or anyone
acting on behalf of either Representing Party or any of the Representing
Parties' Affiliates has taken any action that would require qualification of
the Trust Agreement under the Trust Indenture Act or registration of any of
the Regions Entities under the Investment Company Act, nor will either
Representing Party or any of their Affiliates act, nor have they authorized or
will they authorize any person to act, in such manner.
(t) Any taxes, fees and other governmental charges in connection with the
execution, delivery and performance of this Agreement, the Basic Documents,
the Notes and the Certificates and any other agreements contemplated herein or
therein shall have been paid or will be paid by the Seller at or prior to the
Closing Date to the extent then due.
(u) As of the Closing Date, the representations and warranties of each
Regions Entity set forth in the Basic Documents will be true and correct.
3. Purchase, Sale, and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, each of the Bank and the Depositor
agrees to cause the Trust to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Trust, the respective
Classes of Notes in the respective principal amounts and at the respective
purchase prices set forth opposite the name of such Underwriter in Schedule A
hereto. Delivery of and payment for the Notes shall be made at the office of
Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(or such other place as the Depositor and the Representative shall agree), on
[DATE] (the "Closing Date"). Delivery of the Notes shall be made against
payment of the purchase price in immediately available funds drawn to the
order of the Bank. The Notes to be so delivered will be initially represented
by one or more Notes registered in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC"). The interests of beneficial owners of the
Notes will be represented by book entries on the records of DTC and
participating members thereof. Definitive Notes will be available only under
limited circumstances.
4. Offering by Underwriters. It is understood that the Underwriters
propose to offer the Notes for sale to the public (which may include selected
dealers), as set forth in the Prospectus.
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5. Covenants of the Representing Parties. The Representing Parties
covenant and agree with each of the Underwriters that:
(a) The Representing Parties will use their respective best efforts to
cause the Registration Statement, and any amendment thereto, if not effective
at the Execution Time, to become effective. Prior to the termination of the
offering of the Notes, the Representing Parties will not file any amendment of
the Registration Statement or supplement to the Prospectus unless you have
been furnished with a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, if the Registration Statement has become or
becomes effective pursuant to Rule 430A, or filing of the Prospectus is
otherwise required under Rule 424(b), the Depositor will file the Prospectus,
properly completed, and any supplement thereto, with the Commission pursuant
to and in accordance with the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to you of such
timely filing.
(b) The Bank will advise you promptly of any proposal to amend or
supplement the Registration Statement as flied, or the related Prospectus and
will not effect such amendment or supplement without your consent, which
consent will not unreasonably be withheld; the Bank will also advise you
promptly of any request by the Commission for any amendment of or supplement
to the Registration Statement or the Prospectus or for any additional
information; and the Bank will also advise you promptly of the effectiveness
of the Registration Statement (unless the Registration Statement has become
effective prior to Execution Time) and any amendment thereto, when the
Prospectus, and any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b) and of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the institution or threat of any proceeding for that purpose, and the Bank
will use its best efforts to prevent the issuance of any such stop order and
to obtain as soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the Notes is required
to be delivered under the Act, any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the
Registration Statement or supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Bank promptly will
notify you and will prepare and file, or cause to be prepared and filed, with
the Commission, subject to the second sentence of paragraph (a) of this
Section 5, an amendment or supplement that will correct such statement or
omission, or effect such compliance. Any such filing shall not operate as a
waiver or limitation on any right of any Underwriter hereunder.
(d) As soon as practicable, but not later than fourteen months after the
Closing Date, the Depositor will cause the Trust to make generally available
to Noteholders an earnings statement of the Trust covering a period of at
least twelve months beginning after the Closing Date that will satisfy the
provisions of Section 11(a) of the Act.
(e) The Bank will furnish to the Underwriters copies of the Registration
Statement (one of which will be signed and will include all exhibits), each
related preliminary prospectus
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(including the Preliminary Prospectus Supplement, if any), the Prospectus and
all amendments and supplements to such documents, in each case as soon as
available and in such quantities as the Underwriters request.
(f) The Bank will arrange for the qualification of the Notes for sale
under the laws of such jurisdictions in the United States as you may
reasonably designate and will maintain such qualifications in effect so long
as required for the distribution. The Bank will promptly advise the
Representative of the receipt by either Representing Party of any notification
with respect to the suspension of the qualification of the Notes for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose.
(g) For a period from the date of this Agreement until the retirement of
the Notes, or until such time as the Underwriters shall cease to maintain a
secondary market in the Notes, whichever occurs first, the Bank will deliver
to you the monthly servicing reports, the annual statements of compliance and
the annual independent certified public accountants' reports furnished to the
Owner Trustee or the Indenture Trustee pursuant to the Sale and Servicing
Agreement, as soon as such statements and reports are furnished to the Owner
Trustee or the Indenture Trustee.
(h) So long as any of the Notes is outstanding, the Bank will furnish to
you (i) as soon as practicable after the end of the fiscal year all documents
required to be distributed to Noteholders or filed with the Commission
pursuant to the Exchange Act or any order of the Commission thereunder and
(ii) from time to time, any other information concerning the Bank or the
Depositor filed with any government or regulatory authority that is otherwise
publicly available, as you may reasonably request.
(i) On or before the Closing Date, the Representing Parties shall cause
their respective computer records relating to the Receivables to be marked to
show the Trust's absolute ownership of the Receivables, and from and after the
Closing Date neither Representing Party shall take any action inconsistent
with the Trust's ownership of such Receivables, other than as permitted by the
Sale and Servicing Agreement or as required by applicable law; provided that
the Representing Parties may comply with applicable accounting pronouncements
after the date hereof, so long as such compliance is not inconsistent with the
Trust's legal ownership of the Receivables.
(j) To the extent, if any, that the ratings provided with respect to the
Notes by the rating agency or agencies that initially rate the Notes are
conditional upon the furnishing of documents or the taking of any other
actions by the Bank or the Depositor, the Bank or the Depositor shall furnish
such documents and take any such other actions.
(k) For the period beginning on the date of this Agreement and ending
seven days after the Closing Date, unless waived by the Underwriters, none of
the Depositor, the Bank or any trust originated, directly or indirectly, by
the Depositor or the Bank (including, without limitation, the Trust) will
offer to sell or sell notes (other than the Notes) collateralized by, or
certificates (other than the Certificates) evidencing an ownership interest
in, automobile retail installment sale contracts or other similar evidences of
installment indebtedness secured by new or used automobiles or light trucks.
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(l) Each of the Bank and the Depositor will cooperate with the
Underwriters and use its best efforts to permit the Notes to be eligible for
clearance and settlement through The Depository Trust Company.
(m) Each Representing Party will enter into, and will cause the Trust to
enter into, each Basic Document to which this Agreement or any Basic Document
contemplates such Representing Party or the Trust will be a party on or prior
to the Closing Date.
6. Payment of Expenses. The Representing Parties, jointly and severally,
will pay all expenses incident to the performance of their obligations under
this Agreement, including (i) the preparation, printing and filing of the
Registration Statement as originally filed and of each amendment thereto, of
the Prospectus and of the Preliminary Prospectus, if any, (ii) the preparation
of this Agreement, (iii) the preparation, issuance and delivery of the Notes
to the Underwriters, (iv) the fees and disbursements of the Regions Entities'
counsel and accountants, (v) the qualification of the Notes under securities
laws in accordance with the provisions of Section 5(f), including filing fees
and the fees and disbursements of counsel for you in connection therewith and
in connection with the preparation of any blue sky or legal investment survey,
(vi) the printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each amendment thereto,
(vii) the printing and delivery to the Underwriters of copies of any blue sky
or legal investment survey prepared in connection with the Notes, (viii) any
fees charged by rating agencies for the rating of the Notes, (ix) any fees
charged by the Owner Trustee in connection with the Trust or the Notes and
expenses of the Owner Trustee in connection therewith (including, without
limitation, fees and expenses of counsel to the Owner Trustee), (x) any fees
charged by the Indenture Trustee in connection with the Notes and expenses of
the Indenture Trustee in connection therewith (including, without limitation,
fees and expenses of counsel to the Indenture Trustee) and (xi) any additional
expenses heretofore agreed upon by the Representing Parties.
7. Conditions of the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Notes will be subject to the
accuracy of the representations and warranties on the part of the Representing
Parties herein, to the accuracy of the statements of officers of the
Representing Parties made pursuant to the provisions hereof, to the
performance by the Representing Parties of their respective obligations
hereunder and to the following additional conditions precedent:
(a) If the Registration Statement has not become effective prior to the
Execution Time, unless the Underwriters agree in writing to a later time, the
Registration Statement shall have become effective not later than (i) 6:00
p.m. Eastern Standard Time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 p.m. Eastern
Standard Time on such date or (ii) 12:00 noon Eastern Standard Time on the
business day following the day on which the public offering price was
determined, if such determination occurred after 3:00 p.m. Eastern Standard
Time on such date.
(b) The Prospectus and any supplements thereto shall have been filed (if
required) with the Commission in accordance with the Rules and Regulations and
Section 5(a) hereof, and prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
-10-
knowledge of the Bank or you, shall be contemplated by the Commission or by
any authority administering any state securities or blue sky law.
(c) On or prior to the Closing Date, the Underwriters shall have received
a letter or letters, dated as of the date of the Closing Date, of Ernst &
Young LLP, independent public accountants, substantially in the form of the
drafts to which the Underwriters have previously agreed and otherwise in form
and substance satisfactory to the Underwriters.
(d) The Bank shall have furnished to the Underwriters an opinion or
opinions of counsel for the Representing Parties, dated the Closing Date and
satisfactory in form and substance to the Underwriters.
(e) You shall have received from [__________], in its capacity as counsel
for the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Notes, the Prospectus (as amended or
supplemented at the Closing Date) and other related matters as you may
reasonably require, and the Depositor shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass upon
such matters.
(f) You shall have received an opinion addressed to you of [___________],
counsel to the Indenture Trustee, dated the Closing Date and satisfactory in
form and substance to you, to the effect that:
(i) The Indenture Trustee is a [banking association] duly
incorporated and validly existing under the laws of [the State of New
York].
(ii) The Indenture Trustee has the full corporate trust power to
accept the office of indenture trustee under the Indenture and the Sale
and Servicing Agreement and to enter into and perform its obligations
under the Indenture, the Sale and Servicing Agreement and the
Administration Agreement.
(iii) The execution and delivery of the Indenture and the
Administration Agreement and the acceptance of the Sale and Servicing
Agreement and the performance by the Indenture Trustee of its obligations
under the Indenture, the Sale and Servicing Agreement and the
Administration Agreement have been duly authorized by all necessary
corporate action of the Indenture Trustee and each has been duly executed
and delivered by the Indenture Trustee.
(iv) The Indenture, the Sale and Servicing Agreement and the
Administration Agreement constitute valid and binding obligations of the
Indenture Trustee enforceable against the Indenture Trustee in accordance
with their terms under the laws of the State of New York and the federal
law of the United States.
(v) The execution and delivery by the Indenture Trustee of the
Indenture and the Administration Agreement and the acceptance of the Sale
and Servicing Agreement do not require any consent, approval or
authorization of, or any registration or filing with, any State or United
States federal governmental authority, other than the qualification of
the Indenture Trustee under the Trust Indenture Act.
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(vi) Each of the Notes has been duly authenticated by the Indenture
Trustee.
(vii) Neither the consummation by the Indenture Trustee of the
transactions contemplated in the Sale and Servicing Agreement, the
Indenture or the Administration Agreement nor the fulfillment of the
terms thereof by the Indenture Trustee will conflict with, result in a
breach or violation of, or constitute a default under any law or the
charter, bylaws or other organizational documents of the Indenture
Trustee or the terms of any indenture or other agreement or instrument
known to such counsel to which the Indenture Trustee or any of its
subsidiaries is a party or is bound or any judgment, order or decree
known to such counsel to be applicable to the Indenture Trustee or any of
its subsidiaries of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Indenture
Trustee or any of its subsidiaries.
(viii) To the best of such counsel's knowledge, after due inquiry,
there is no action, suit or proceeding pending or threatened against the
Indenture Trustee (as trustee under the Indenture or in its individual
capacity) before or by any governmental authority that, if adversely
decided, would materially adversely affect the ability of the Indenture
Trustee to perform its obligations under the Indenture, the Sale and
Servicing Agreement or the Administration Agreement.
(ix) The execution, delivery and performance by the Indenture
Trustee of the Sale and Servicing Agreement, the Indenture and the
Administration Agreement will not subject any of the property or assets
of the Trust or any portion thereof to any lien created by or arising
under the Indenture Trustee that is unrelated to the transactions
contemplated in such Agreements.
(g) You shall have received an opinion addressed to you of [_________],
counsel to the Owner Trustee, dated the Closing Date and satisfactory in form
and substance to you.
(h) You shall have received the opinion of [__________], counsel to the
Bank, dated the Closing Date satisfactory in form and substance to you.
(i) You shall have received an opinion from Sidley Xxxxxx Xxxxx & Xxxx
LLP, counsel for the Representing Parties, dated the Closing Date and
satisfactory in form and substance to you, regarding the true sale of the
Receivables by the Bank to the Depositor, the conveyance of the Receivables
and the other Conveyed Assets by the Depositor to the Trust and the conveyance
by the Trust of the Receivables and the other Conveyed Assets to the Indenture
Trustee for the benefit of the Noteholders.
(j) The Underwriters shall have received a certificate dated the Closing
Date of any of the Chairman of the Board, the President, the Executive Vice
President, any Vice President, the Treasurer, any Assistant Treasurer, the
principal financial officer or the principal accounting officer of the
Depositor in which such officer shall state that, to the best of his or her
knowledge after reasonable investigation:
(i) the representations and warranties of the Depositor contained in
this Agreement and the Basic Documents to which the Depositor is a party
are true and
-12-
correct; the Depositor has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied under such
agreements at or prior to the Closing Date;
(ii) since the date of the most recent financial information
included in the Prospectus, no material adverse change, or any
development involving a prospective material adverse change, in or
affecting particularly the business or properties of the Depositor or the
Trust has occurred; and
(iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission.
(k) The Underwriters shall have received a certificate dated the Closing
Date of any of the Chairman of the Board, the President, the Executive Vice
President, any Vice President, the Treasurer, any Assistant Treasurer, the
principal financial officer or the principal accounting officer of the Bank in
which such officer shall state that, to the best of his or her knowledge after
reasonable investigation:
(i) the representations and warranties of the Bank contained in this
Agreement and the Basic Documents to which the Bank is a party are true
and correct; the Bank has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such agreements
at or prior to the Closing Date;
(ii) since the date of the most recent financial information
included in the Prospectus, no material adverse change, or any
development involving a prospective material adverse change, in or
affecting particularly the business or properties of the Bank or the
Trust has occurred; and
(iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission.
(l) The Underwriters shall have received evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been or
are being filed in the office of the Secretary of State of the State of
Alabama reflecting the sale of the Receivables and the other Conveyed Assets
by the Bank to the Depositor.
(m) The Underwriters shall have received evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been or
are being filed in the office of the Secretary of State of the State of
Delaware reflecting the sale of the Receivables and the other Conveyed Assets
by the Depositor to the Trust and the pledge of the Receivables and the other
Conveyed Assets by the Trust to the Indenture Trustee for the benefit of the
Noteholders.
(n) The [A-1] Notes shall have been rated ["__"] by [RATING AGENCY] and
["__"] by [RATING AGENCY], the [A-2] Notes, the [A-3] Notes and the [A-4]
Notes shall have been rated ["__"] by [RATING AGENCY] and ["__"] by [RATING
AGENCY]. The B Notes shall have been rated ["__"] by [RATING AGENCY] and
["__"] by [RATING AGENCY]. The C Notes shall have been rated ["__"] by [RATING
AGENCY] and ["__"] by [RATING
-13-
AGENCY]. None of the Rating Agencies shall have given any notice of any
intended or potential decrease in any of the above-referenced ratings or of a
possible change in any such rating that does not indicate the direction of the
possible change.
(o) The issuance of the Notes shall not have resulted in a reduction or
withdrawal by any Rating Agency of the current rating of any outstanding
securities issued or originated by the Depositor.
(p) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Prospectus, there shall not have been any
change or any development involving a prospective change in or affecting the
business or properties of any Regions Entity or any of the Conveyed Assets,
the effect of which is, in the judgment of the Representative, so material and
adverse as to make it impractical or inadvisable to market the Notes as
contemplated by the Prospectus.
(q) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Bank's debt securities, deposit ratings
or deposits by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Securities Act) or any notice
given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change.
If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to the Underwriters, this Agreement and all obligations of
the Underwriters hereunder may be canceled at, or at any time prior to, the
Closing Date by the Underwriters. Notice of such cancellation shall be given
to the Trust in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 7 will be
delivered at the office of Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, on the Closing Date.
8. Reimbursement of Expenses. If, for any reason, the sale of the Notes
provided for herein is not consummated, the Representing Parties will
reimburse the Underwriters upon demand for all reasonable out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale
of the Notes.
9. Indemnification and Contribution. (a) The Representing Parties,
jointly and severally, agree to indemnify and hold harmless each Underwriter,
the directors, officers, employees and agents of each Underwriter and each
person who controls any Underwriter within the meaning of either the
Securities Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement
-14-
of a material fact contained in the Registration Statement, the preliminary
Base Prospectus, the Preliminary Prospectus Supplement (if any), the Base
Prospectus or the Prospectus or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and agree to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Representing Parties will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement in, or omission or alleged omission from, any of such
documents, in reliance upon and in conformity with the Underwriter
Information; and provided further that with respect to any untrue statement or
omission or alleged untrue statement or omission made in the Preliminary
Prospectus Supplement, the indemnity agreement contained in this Section (a)
shall not inure to the benefit of any Underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased the Notes
concerned, to the extent that the untrue statement or omission or alleged
untrue statement or omission was eliminated or remedied in the Prospectus,
which Prospectus was required to be delivered by such Underwriter under the
Act to such person and was not so delivered if the Bank or the Depositor had
previously furnished copies thereof to such Underwriter in compliance with the
terms of this Agreement. This indemnity agreement will be in addition to any
liability that the Representing Parties may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to indemnify and
hold harmless each Representing Party, its directors, its officers and each
person who controls such Representing Party within the meaning of either the
Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from each Representing Party to the Underwriters, but only with
reference to the Underwriter Information. This indemnity agreement will be in
addition to any liability that the Underwriters may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 9, notify the indemnifying party in writing of the commencement
thereof, but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present
such
-15-
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not
the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 9 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Representing Parties and each
Underwriter agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which the Representing Parties and the several Underwriters may be subject in
such proportion as is appropriate to reflect the relative benefits received by
the Representing Parties on the one hand and by the several Underwriters on
the other from the offering of the Notes; provided, however, that in no case
shall any Underwriter be responsible for any amount in excess of the purchase
discount or commission applicable to the Notes purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Representing Parties and each Underwriter
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Representing Parties on
the one hand and of the several Underwriters on the other in connection with
the statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Representing
Parties shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses), and benefits received by any Underwriter
shall be deemed to be equal to the total purchase discounts and commissions
received by such Underwriter from the Trust in connection with its purchase of
Notes hereunder. Relative fault shall be determined by reference to whether
any alleged untrue statement or omission relates to information provided by
the Representing Parties on the one hand or the several Underwriters on the
other. The Representing Parties and the several Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person who controls
any Underwriter within the meaning of either the Securities Act or the
Exchange Act and each director, officer, employee and agent of such
Underwriter shall have the same rights to contribution as such Underwriter,
and each person who controls a Representing Party within the meaning of either
the Securities Act or the Exchange Act and each officer and
-16-
director of a Representing Party shall have the same rights to contribution as
such Representing Party, subject in each case to the applicable terms and
conditions of this paragraph (d).
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representative, by notice given to the Trust prior
to delivery of and payment for the Notes, if, prior to such time, there has
occurred (a) any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the Trust, the
Depositor, the Subservicer or the Bank that, in the judgment of the
Underwriters, materially impairs the investment quality of the Notes or makes
it impractical or inadvisable to market the Notes; (b) any suspension or
limitation of trading in securities generally on the New York Stock Exchange,
or any setting of minimum prices for trading on such exchange; (c) any
suspension of trading of any securities of the Bank on any exchange or in the
over-the-counter market which, in the judgment of the Underwriters, makes it
impractical or inadvisable to market the Notes; (d) any banking moratorium
declared by Federal or New York authorities; (e) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration of
war by Congress, or any other substantial national or international calamity
or emergency or any material change in the financial markets if, in the
judgment of the Underwriters, the effect of any such outbreak, escalation,
declaration, calamity, emergency or change makes it impractical or inadvisable
to proceed with completion of the sale of and payment for the Notes; or (f) a
material disruption in securities settlement or clearance services in the
United States.
11. Defaults of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Notes hereunder on the Closing Date and
arrangements satisfactory to the Representative and the Seller for the
purchase of such Notes by other persons are not made within 24 hours after
such default, this Agreement will terminate without liability on the part of
any nondefaulting Underwriter or the Seller, except as provided in Section 13.
As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve
a defaulting Underwriter from liability for its default.
12. No Bankruptcy Petition. Each Underwriter covenants and agrees that,
prior to the date which is one year and one day after the payment in full of
the Notes, it will not institute against, or join any other Person in
instituting against, the Depositor or the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any Federal or state bankruptcy or similar law.
13. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
the Depositor and the Bank or any of their officers and each of the
Underwriters set forth in or made pursuant to this Agreement or contained in
certificates of officers of the Depositor submitted pursuant hereto shall
remain operative and in full force and effect, regardless of (i) any
termination of this Agreement, (ii) any investigation or statement as to the
results thereof made by or on behalf of any Underwriter or of the Depositor or
any of their respective representatives, officers or directors or any
controlling person, and (iii) delivery of and payment for the Notes. If for
any reason the purchase of the Notes by the Underwriters is not consummated,
the Depositor shall remain responsible for the expenses to be paid or
reimbursed by the Depositor pursuant to Section 6 and the respective
obligations of the Depositor and the Underwriters pursuant to Section 9 shall
remain in effect.
-17-
Nothing contained in this Section 12 shall limit the recourse of the Depositor
against the Underwriters.
14. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representative at [ADDRESS], or, if sent to the Bank, will be mailed,
delivered or sent by facsimile and confirmed to it at 000 00xx Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000; provided, however, that any notice to an
Underwriter pursuant to Section 7 will be mailed, delivered or telecopied and
confirmed to such Underwriter.
15. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 9, and
no other person will have any right or obligations hereunder. No purchaser of
Notes from any Underwriter shall be deemed to be a successor of such
Underwriter merely because of such purchase.
16. Representation. You will act for the several Underwriters in
connection with the transactions contemplated by this Agreement, and any
action under this Agreement taken by you will be binding upon all the
Underwriters.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
18. Applicable Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York.
-18-
Underwriting Agreement
----------------------
Signature Page
--------------
If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between us
and the several Underwriters in accordance with its terms.
Very truly yours,
REGIONS BANK, as Seller
By:____________________________________
Name:
Title:
REGIONS ACCEPTANCE LLC, as Depositor
By:____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
[REPRESENTATIVE], for itself and as representative
of the Underwriters
By:________________________________
Name:
Title:
For itself and as Representative of the other Underwriters named in Schedule A
hereto
SCHEDULE A
REGIONS AUTO RECEIVABLES TRUST 200_-_
OFFERED SECURITY PRINCIPAL AMOUNT PRICE
Class A-1 Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
Class A-2 Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
Class A-3 Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
Class A-4 Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
Class B Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
Class C Notes
[REPRESENTATIVE] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
[Underwriter] $[____] [______]%
