Exhibit 99.3
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (as from time to time amended, supplemented
or otherwise modified and in effect, this "Agreement") is made as of the 1st
day of March 2002, by and between FORD MOTOR CREDIT COMPANY, a Delaware
corporation (the "Seller"), having its principal executive office at Xxx
Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, and FORD CREDIT AUTO RECEIVABLES TWO
LLC, a Delaware limited liability company (the "Purchaser"), having its
principal executive office at Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000.
WHEREAS, in the regular course of its business, the Seller purchases
certain motor vehicle retail installment sale contracts secured by new and
used automobiles and light trucks from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables and related property are to be sold,
transferred, assigned and otherwise conveyed by the Seller to the Purchaser,
which Receivables will be transferred by the Purchaser pursuant to the Sale
and Servicing Agreement to the Ford Credit Auto Owner Trust 2002-B to be
created pursuant to the Trust Agreement, which Trust will issue notes secured
by such Receivables and certain other property of the Trust, pursuant to the
Indenture, and will issue certificates representing beneficial interests in
such Receivables and certain other property of the Trust, pursuant to the
Trust Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined
in Appendix A hereto, which also contains rules as to usage that shall be
applicable herein. The term "Seller" herein shall mean Ford Motor Credit
Company.
ARTICLE II
CONVEYANCE AND ACQUISITION OF RECEIVABLES
2.1 Conveyance and Acquisition of Receivables
On the Closing Date, subject to the terms and conditions of this
Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, the Receivables and the other property
relating thereto (as defined below).
(a) Conveyance of Purchased Property. Effective as of the Closing
Date and simultaneously with the transactions pursuant to the Indenture, the
Sale and Servicing Agreement and the Trust Agreement, the Seller hereby
sells, transfers, assigns and otherwise conveys to the Purchaser, without
recourse, all right, title and interest of the Seller, whether now owned or
hereafter acquired, in and to the following (collectively, the "Purchased
Property"): (i) the Receivables; (ii) with respect to Actuarial Receivables,
monies due thereunder on or after the Cutoff Date (including Payaheads) and,
with respect to Simple Interest Receivables, monies due or received
thereunder on or after the Cutoff Date (including in each case any monies
received prior to the Cutoff Date that are due on or after the Cutoff Date
and were not used to reduce the principal balance of the Receivable); (iii)
the security interests in the Financed Vehicles granted by Obligors pursuant
to the Receivables and any other interest of the Seller in the Financed
Vehicles; (iv) rights to receive proceeds with respect to the Receivables
from claims on any physical damage, credit life, credit disability, or other
insurance policies covering Financed Vehicles or Obligors; (v) Dealer
Recourse; (vi) all of the Seller's rights to the Receivable Files; (vii)
payments and proceeds with respect to the Receivables held by the Seller;
(viii) all property (including the right to receive Liquidation Proceeds)
securing a Receivable (other than a Receivable repurchased by the Seller);
(ix) rebates of premiums and other amounts relating to insurance policies and
other items financed under the Receivables in effect as of the Cutoff Date;
and (x) all present and future claims, demands, causes of action and choses
in action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property which at any time constitute all
or part of or are included in the proceeds of any of the foregoing.
(b) Receivables Purchase Price. In consideration for the
Purchased Property described in Section 2.1(a) hereof, the Purchaser shall,
on the Closing Date, pay to the Seller the Receivables Purchase Price. As
detailed on Schedule B hereto, the portion of the Receivables Purchase Price
to be paid in cash is an amount equal to the net cash proceeds from the sale
of the Notes to the Underwriters pursuant to the Underwriting Agreement minus
the Reserve Initial Deposit. The remaining portion of the Receivables
Purchase Price, $200,299,549.66, shall be deemed paid and returned to the
Purchaser and shall be considered a contribution to capital. The portion of
the Receivables Purchase Price to be paid in cash shall be paid by federal
wire transfer (same day) funds.
(c) It is understood that the absolute sale, transfer, assignment
and conveyance of the Purchased Property by the Seller to the Purchaser
pursuant to this Agreement shall be without recourse and the Seller does not
guarantee collection of any Receivable, provided, however, that such sale,
transfer, assignment and conveyance shall be made pursuant to and in reliance
on by the Purchaser of the representations and warranties of the Seller as
set forth in Section 3.2(b) hereof.
2.2 The Closing. The sale, assignment, conveyance and acquisition of
the Purchased Property shall take place at a closing (the "Closing") at the
offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New
York, NY 10036- 6522 on the Closing Date, simultaneously with the closings
under: (a) the Sale and Servicing Agreement pursuant to which the Purchaser
will assign all of its right, title and interest in, to and under the
Receivables and certain other property to the Trust in exchange for the Notes
and the Certificates; (b) the Indenture, pursuant to which the Trust will
issue the Notes and pledge all of its right, title and interest in, to and
under the Receivables and certain other property to secure the Notes; (c) the
Trust Agreement, pursuant to which the Trust will issue the Certificates; and
(d) the Underwriting Agreement, pursuant to which the Purchaser will sell to
the Underwriters the Notes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Seller as of the date hereof and as of
the Closing Date:
(a) Organization, etc. The Purchaser has been duly organized and
is validly existing as a limited liability company in good standing under the
laws of the State of Delaware, and has full power and authority to execute
and deliver this Agreement and to perform the terms and provisions hereof and
thereof.
(b) Due Authorization and No Violation. This Agreement has been
duly authorized, executed and delivered by the Purchaser, and is the legal,
valid, binding and enforceable obligation of the Purchaser except as the same
may be limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by general
equity principles.
(c) No Conflicts. The consummation of the transactions
contemplated by this Agreement, and the fulfillment of the terms hereof, will
not conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under (in each case material to the Purchaser), or
result in the creation or imposition of any lien, charge or encumbrance (in
each case material to the Purchaser) upon any of the property or assets of
the Purchaser pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, guarantee, lease financing agreement or similar
agreement or instrument under which the Purchaser is a debtor or guarantor,
nor will such action result in any violation of the provisions of the
Certificate of Formation or the Limited Liability Company Agreement of the
Purchaser.
(d) No Proceedings. No legal or governmental proceedings are
pending to which the Purchaser is a party or of which any property of the
Purchaser is the subject, and no such proceedings are threatened or
contemplated by governmental authorities or threatened by others, other than
such proceedings which will not have a material adverse effect upon the
general affairs, financial position, net worth or results of operations (on
an annual basis) of the Purchaser and will not materially and adversely
affect the performance by the Purchaser of its obligations under, or the
validity and enforceability of, this Agreement.
(e) Fair Market Value. The Purchaser has determined that the
Receivables Purchase Price paid by it for the Purchased Property on the
Closing Date is equal to the fair market value for the Purchased Property.
3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as
of the date hereof and as of the Closing Date:
(i) Organization, etc. The Seller has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, and is duly
qualified to transact business and is in good standing in each
jurisdiction in the United States of America in which the conduct of
its business or the ownership of its property requires such
qualification.
(ii) Power and Authority; Due Authorization;
Enforceability. The Seller has full power and authority to convey
and assign the property conveyed and assigned to the Purchaser
hereunder and has duly authorized such sale and assignment to the
Purchaser by all necessary corporate action. This Agreement has been
duly authorized, executed and delivered by the Seller and shall
constitute the legal, valid, binding and enforceable obligation of
the Seller except as the same may be limited by insolvency,
bankruptcy, reorganization or other laws relating to or affecting
the enforcement of creditors' rights or by general equity
principles.
(iii) No Violation. The consummation of the
transactions contemplated by this Agreement, and the fulfillment of
the terms hereof, will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under (in
each case material to the Seller and its subsidiaries considered as
a whole), or result in the creation or imposition of any lien,
charge or encumbrance (in each case material to the Seller and its
subsidiaries considered as a whole) upon any of the property or
assets of the Seller pursuant to the terms of, any indenture,
mortgage, deed of trust, loan agreement, guarantee, lease financing
agreement or similar agreement or instrument under which the Seller
is a debtor or guarantor, nor will such action result in any
violation of the provisions of the certificate of incorporation or
the by-laws of the Seller.
(iv) No Proceedings. No legal or governmental
proceedings are pending to which the Seller is a party or of which
any property of the Seller is the subject, and no such proceedings
are threatened or contemplated by governmental authorities or
threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial
position, net worth or results of operations (on an annual basis) of
the Seller and its subsidiaries considered as a whole and will not
materially and adversely affect the performance by the Seller of its
obligations under, or the validity and enforceability of, this
Agreement.
(v) This Agreement creates a valid and continuing
security interest (as defined in the applicable UCC) in the
Receivables, in favor of the Purchaser which security interest is
prior to all other Liens and is enforceable as such as against all
other creditors of and purchasers from the Seller.
(b) The Seller makes the following representations and warranties
as to the Receivables on which the Purchaser relies in accepting the
Receivables. Such representations and warranties speak as of the Closing
Date, but shall survive the transfer, assignment and conveyance of the
Receivables to the Purchaser and the subsequent assignment and transfer to
the Trust pursuant to the Sale and Servicing Agreement and the pledge thereof
to the Indenture Trustee pursuant to the Indenture:
(i) Characteristics of Receivables. Each Receivable (a)
shall have been originated in the United States of America by a
Dealer for the retail sale of a Financed Vehicle in the ordinary
course of such Dealer's business, shall have been fully and properly
executed by the parties thereto, shall have been purchased either
(X) by the Seller from a Dealer under an existing dealer agreement
with the Seller and shall have been validly assigned by such Dealer
to the Seller or (Y) by PRIMUS from a Dealer or other finance source
(provided that such purchase relates to an individual Receivable and
not a bulk purchase) under an existing agreement with PRIMUS and
shall have been validly assigned by such Dealer or other finance
source to PRIMUS and shall have been validly assigned by PRIMUS to
the Seller in the ordinary course of business, (b) shall have
created or shall create a valid, subsisting, and enforceable first
priority security interest in favor of the Seller in the Financed
Vehicle, which security interest shall be assignable by the Seller
to the Purchaser, (c) shall contain customary and enforceable
provisions such that the rights and remedies of the holder thereof
shall be adequate for realization against the collateral of the
benefits of the security, (d) shall provide for level monthly
payments (provided that the payment in the first or last month in
the life of the Receivable may be minimally different from the level
payment) that fully amortize the Amount Financed by maturity and
yield interest at the Annual Percentage Rate, (e) shall provide for,
in the event that such contract is prepaid, a prepayment that fully
pays the Principal Balance, and (f) is an Actuarial Receivable or a
Simple Interest Receivable.
(ii) Schedule of Receivables. The information set forth
in the Schedule of Receivables shall be true and correct in all
material respects as of the opening of business on the Cutoff Date,
and no selection procedures believed to be adverse to the
Noteholders or the Certificateholders shall have been utilized in
selecting the Receivables from those receivables which meet the
criteria contained herein. The computer tape or other listing
regarding the Receivables made available to the Purchaser and its
assigns is true and correct in all material respects.
(iii) Compliance with Law. Each Receivable and the sale
of the Financed Vehicle shall have complied at the time it was
originated or made and at the execution of this Agreement shall
comply in all material respects with all requirements of applicable
federal, State, and local laws, and regulations thereunder,
including, without limitation, usury laws, the Federal Truth-in-
Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal
Trade Commission Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal
Reserve Board's Regulations B and Z, and State adaptations of the
National Consumer Act and of the Uniform Consumer Credit Code, and
other consumer credit laws and equal credit opportunity and
disclosure laws.
(iv) Binding Obligation. Each Receivable shall
represent the genuine, legal, valid, and binding payment obligation
of the Obligor, enforceable by the holder thereof in accordance with
its terms subject to the effect of bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of
creditors' rights generally.
(v) No Government Obligor. None of the Receivables
shall be due from the United States of America or any State or from
any agency, department, or instrumentality of the United States of
America, any State or political subdivision of either thereof.
(vi) Security Interest in Financed Vehicle. Immediately
prior to the transfer, assignment and conveyance thereof, each
Receivable shall be secured by a first priority, validly perfected
security interest in the Financed Vehicle in favor of the Seller as
secured party or all necessary and appropriate actions shall have
been commenced that would result in a first priority, validly
perfected security interest in the Financed Vehicle in favor of the
Seller as secured party.
(vii) Receivables in Force. No Receivable shall have
been satisfied, subordinated, or rescinded, nor shall any Financed
Vehicle have been released from the lien granted by the related
Receivable in whole or in part.
(viii) No Waiver. No provision of a Receivable shall
have been waived.
(ix) No Defenses. No right of rescission, setoff,
counterclaim, or defense shall have been asserted or threatened with
respect to any Receivable.
(x) No Liens. To the best of the Seller's knowledge, no
liens or claims shall have been filed for work, labor, or materials
relating to a Financed Vehicle that shall be liens prior to, or
equal with, the security interest in the Financed Vehicle granted by
the Receivable.
(xi) No Default. Except for payment defaults continuing
for a period of not more than thirty (30) days as of the Cutoff
Date, no default, breach, violation, or event permitting
acceleration under the terms of any Receivable shall have occurred;
and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation, or event permitting
acceleration under the terms of any Receivable shall have arisen;
and the Seller shall not waive any of the foregoing.
(xii) Insurance. With respect to each Receivable, the
Seller, in accordance with its customary standards, policies and
procedures, shall have determined that, as of the date of
origination of each Receivable, the Obligor had obtained or agreed
to obtain physical damage insurance covering the Financed Vehicle.
(xiii) Title. It is the intention of the Seller that
the transfer and assignment herein contemplated constitute an
absolute sale, transfer, assignment and conveyance of the
Receivables from the Seller to the Purchaser and that the beneficial
interest in and title to the Receivables not be part of the Seller's
estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law. No Receivable has been
sold, transferred, assigned, conveyed or pledged by the Seller to
any Person other than the Purchaser. Immediately prior to the
transfer and assignment herein contemplated, the Seller had good and
marketable title to each Receivable free and clear of all Liens,
encumbrances, security interests, participations and rights of
others and, immediately upon the transfer thereof, the Purchaser
shall have good and marketable title to each Receivable, free and
clear of all Liens, encumbrances, security interests, participations
and rights of others; and the transfer of the Purchased Property has
been perfected under the UCC.
(xiv) Valid Assignment. No Receivable shall have been
originated in, or shall be subject to the laws of, any jurisdiction
under which the sale, transfer, assignment and conveyance of such
Receivable under this Agreement or pursuant to transfers of the
Notes or the Certificates shall be unlawful, void, or voidable. The
Seller has not entered into any agreement with any account debtor
that prohibits, restricts or conditions the assignment of any
portion of the Receivables.
(xv) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the
Purchaser a first priority, validly perfected ownership interest in
the Receivables, shall be made, within ten days of the Closing Date.
(xvi) Priority. Other than the security interest
granted to the Purchaser pursuant to this Agreement, the Seller has
not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Receivables. The Seller has not
authorized the filing of and is not aware of any financing
statements against the Seller that include a description of
collateral covering the Receivables other than any financing
statement relating to the security interest granted to the Purchaser
hereunder or granted by the Purchaser to the Issuer or by the Issuer
to the Indenture Trustee or that has been terminated.
(xvii) Chattel Paper. Each Receivable constitutes
"tangible chattel paper" as defined in the UCC.
(xviii) One Original. There shall be only one original
executed copy of each Receivable. The Seller, or its custodian, has
possession of such original with respect to each Receivable. Such
original does not have any marks or notations indicating that it has
been pledged, assigned or otherwise conveyed to any Person other
than the Seller. All financing statements filed or to be filed
against the Seller in favor of the Purchaser in connection herewith
describing the Receivables contain a statement to the following
effect: "A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the
Purchaser."
(xix) New and Used Vehicles. 74.40% of the aggregate
Principal Balance of the Receivables, constituting 68.16% of the
number of Receivables, as of the Cutoff Date, represent vehicles
financed at new vehicle rates, and the remainder of the Receivables
represent vehicles financed at used vehicle rates.
(xx) Amortization Type. By aggregate Principal Balance
as of the Cutoff Date, 0.05% of the Receivables constitute Actuarial
Receivables and 99.95% of the Receivables constitute Simple Interest
Receivables.
(xxi) Origination. Each Receivable shall have an
origination date on or after July 30, 1996.
(xxii) PRIMUS. 13.00% of the aggregate Principal
Balance of the Receivables as of the Cutoff Date represent
Receivables originated through PRIMUS and assigned to the Seller,
and 87.00% of the aggregate Principal Balance of the Receivables as
of the Cutoff Date represent Receivables that were originated
through Ford Credit (excluding PRIMUS).
(xxiii) Maturity of Receivables. Each Receivable shall
have an original maturity of not greater than seventy-two (72)
months. The percentage of Receivables by Principal Balance with
original terms greater than 60 months is 8.82%. The percentage of
Receivables by Principal Balance with remaining terms greater than
60 months is 5.75%.
(xxiv) Annual Percentage Rate. The Annual Percentage
Rate of each Receivable shall be not less than 0.01% and not greater
than 29.99%.
(xxv) Scheduled Payments. Each Receivable shall have a
first Scheduled Payment due, in the case of Actuarial Receivables,
or a first scheduled due date, in the case of Simple Interest
Receivables, on or prior to March 1, 2002 and no Receivable shall
have a payment that is more than thirty (30) days overdue as of the
Cutoff Date.
(xxvi) Location of Receivable Files. The Receivable
Files shall be kept at one or more of the locations listed in
Schedule A-1 hereto or the offices of one of the custodians
specified in Schedule A-2 hereto.
(xxvii) No Extensions. The number of Scheduled
Payments, in the case of Actuarial Receivables, and the number of
scheduled due dates, in the case of Simple Interest Receivables,
shall not have been extended on or before the Cutoff Date on any
Receivable.
(xxviii) Other Data. The numerical data relating to the
characteristics of the Receivables contained in the Prospectus are
true and correct in all material respects.
(xxix) Agreement. The representations and warranties in
this Agreement shall be true.
(xxx) No Receivables Originated in Pennsylvania. No
Receivable shall have been originated in Pennsylvania.
(c) The Seller has determined that the Receivables Purchase Price
received by it for the Purchased Property on the Closing Date is equal to the
fair market value for the Purchased Property.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Seller shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date.
(b) Computer Files Marked. The Seller, at its own expense, on or
prior to the Closing Date, shall indicate in its computer files, in
accordance with its customary standards, policies and procedures, that the
Receivables have been conveyed to the Purchaser pursuant to this Agreement
and shall deliver to the Purchaser the Schedule of Receivables certified by
an officer of the Seller to be true, correct and complete.
(c) Documents to be Delivered by the Seller at the Closing.
(i) The Assignment. On the Closing Date, the Seller
will execute and deliver the Assignment. The Assignment shall be
substantially in the form of Exhibit A hereto.
(ii) Evidence of UCC Filing. On or prior to the Closing
Date, the Seller shall record and file, at its own expense, a UCC-1
financing statement in each jurisdiction in which required by
applicable law, executed by the Seller, as seller or debtor, and
naming the Purchaser, as purchaser or secured party, naming the
Receivables and the other property conveyed hereunder, meeting the
requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the transfer, assignment and
conveyance of such Receivables to the Purchaser. The Seller shall
deliver a file-stamped copy, or other evidence satisfactory to the
Purchaser of such filing, to the Purchaser on or prior to the
Closing Date.
(iii) Other Documents. Such other documents as the
Purchaser may reasonably request.
(d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement shall be
consummated on the Closing Date.
4.2 Conditions to Obligation of the Seller. The obligation of the
Seller to convey the Receivables to the Purchaser is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the
Closing Date with the same effect as if then made, and the Purchaser shall
have performed all obligations to be performed by it hereunder on or prior to
the Closing Date.
(b) Receivables Purchase Price. At the Closing Date, the
Purchaser will deliver to the Seller the Receivables Purchase Price in
accordance with Section 2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as follows,
provided, however, that to the extent that any provision of this ARTICLE V
conflicts with any provision of the Sale and Servicing Agreement, the Sale
and Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall authorize and file such financing statements
and cause to be executed and filed such continuation statements, all in such
manner and in such places as may be required by law fully to preserve,
maintain, and protect the interest of the Purchaser (or its assignee) in the
Receivables and in the proceeds thereof. The Seller shall deliver (or cause
to be delivered) to the Purchaser file- stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following
such filing.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could, or might make any financing
statement or continuation statement filed by the Seller in accordance with
paragraph (a) above seriously misleading within the meaning of ss. 9-506 of
the UCC, unless it shall have given the Purchaser at least five (5) days'
prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.
(c) The Seller shall give the Purchaser at least sixty (60) days'
prior written notice of any relocation of its principal executive office if,
as a result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall promptly
file any such amendment or new financing statement. The Seller shall at all
times maintain each office from which it shall service Receivables, and its
principal executive office, within the United States of America.
(d) The Seller shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance
with its customary standards, policies and procedures, so that, from and
after the time of conveyance hereunder of the Receivables to the Purchaser,
the Seller's master computer records (including any back-up archives) that
refer to a Receivable shall indicate clearly the interest of the Purchaser in
such Receivable and that such Receivable is owned by the Purchaser or its
assignee. Indication of the ownership of a Receivable by the Purchaser or its
assignee shall not be deleted from or modified on the Seller's computer
systems until, and only until, the Receivable shall have been paid in full or
repurchased.
(f) If at any time the Seller shall propose to sell, grant a
security interest in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender, or other transferee, the
Seller shall give to such prospective purchaser, lender, or other transferee
computer tapes, records, or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been conveyed to
and is owned by the Purchaser.
(g) The Seller shall, upon receipt by the Seller of reasonable
prior notice, permit the Purchaser and its agents at any time during normal
business hours to inspect, audit, and make copies of and abstracts from the
Seller's records regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser,
within twenty (20) Business Days, a list of all Receivables (by contract
number and name of Obligor) then owned by the Purchaser, together with a
reconciliation of such list to the Schedule of Receivables.
5.2 Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the other Basic Documents, the Seller will not
sell, pledge, assign or transfer any Receivable to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any interest
therein, and the Seller shall defend the right, title, and interest of the
Purchaser in, to and under such Receivables against all claims of third
parties claiming through or under the Seller; provided, however, that the
Seller's obligations under this Section 5.2 shall terminate upon the
termination of the Trust pursuant to the Trust Agreement.
5.3 Costs and Expenses. The Seller agrees to pay all reasonable
costs and disbursements in connection with the perfection, as against all
third parties, of the Purchaser's right, title and interest in and to the
Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the
Purchaser from and against any and all costs, expenses, losses, damages,
claims, and liabilities, arising out of or resulting from the failure of a
Receivable to be originated in compliance with all requirements of law and
for any breach of any of the Seller's representations and warranties
contained herein provided, however, with respect to a breach of the Seller's
representations and warranties as set forth in Section 3.2(b), any
indemnification amounts owed pursuant to this Section 5.4 with respect of a
Receivable shall give effect to and not be duplicative of the Purchase
Amounts paid by the Seller pursuant to Section 6.2 hereof.
(b) The Seller shall defend, indemnify, and hold harmless the
Purchaser from and against any and all costs, expenses, losses, damages,
claims, and liabilities, arising out of or resulting from the use, ownership,
or operation by the Seller or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the
Purchaser from and against any and all taxes that may at any time be asserted
against the Purchaser with respect to the transactions contemplated herein,
including, without limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege, or license taxes and
costs and expenses in defending against the same.
(d) The Seller shall defend, indemnify, and hold harmless the
Purchaser from and against any and all costs, expenses, losses, claims,
damages, and liabilities to the extent that such cost, expense, loss, claim,
damage, or liability arose out of, or was imposed upon the Purchaser through,
the negligence, willful misfeasance, or bad faith of the Seller in the
performance of its duties under this Agreement or by reason of reckless
disregard of the Seller's obligations and duties under this Agreement.
(e) The Seller shall defend, indemnify, and hold harmless the
Purchaser from and against all costs, expenses, losses, claims, damages, and
liabilities arising out of or incurred in connection with the acceptance or
performance of the Seller's trusts and duties as Servicer under the Sale and
Servicing Agreement, except to the extent that such cost, expense, loss,
claim, damage, or liability shall be due to the willful misfeasance, bad
faith, or negligence (except for errors in judgment) of the Purchaser.
These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
5.5 Treatment. The Seller agrees to treat this conveyance as (i)
an absolute transfer for tax purposes and (ii) a sale for all other purposes
(including without limitation financial accounting purposes), in each case on
all relevant books, records, tax returns, financial statements and other
applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller under
this Agreement shall not be affected by reason of any invalidity, illegality
or irregularity of any Receivable.
6.2 Repurchase of Receivables Upon Breach by the Seller. (a) The
Seller hereby covenants and agrees with the Purchaser for the benefit of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the
Noteholders and the Certificateholders, that the occurrence of a breach of
any of the Seller's representations and warranties contained in Section
3.2(b) hereof shall constitute events obligating the Seller to repurchase
Receivables hereunder ("Repurchase Events"), at the Purchase Amount from the
Purchaser or from the Trust.
(b) Any Person who discovers a breach of any representation or
warranty of the Seller set forth in Section 3.2(b) hereof may, and if such
Person is the Seller or the Servicer, shall, inform promptly the Servicer,
the Seller, the Purchaser, the Trust, the Owner Trustee and the Indenture
Trustee, as the case may be, in writing, upon the discovery of any breach of
any representation or warranty as set forth in Section 3.2(b) hereof. Unless
the breach shall have been cured by the last day of the second Collection
Period following such discovery (or, at the Seller's election, the last day
of the first fol lowing Collection Period), the Seller shall repurchase any
Receivable materially and adversely affected by such breach at the Purchase
Amount. In consideration of the repurchase of such Receivable, the Seller
shall remit the Purchase Amount to the Servicer for distribution pursuant to
Section 4.2 of the Sale and Servicing Agreement. The sole remedy (except as
provided in Section 5.4 hereof) of the Purchaser, the Trust, the Owner
Trustee, the Indenture Trustee, the Noteholders or the Certificateholders
against the Seller with respect to a Repurchase Event shall be to require the
Seller to repurchase Receivables pursuant to this Section 6.2. With respect
to all Receivables repurchased pursuant to this Section 6.2, the Purchaser
shall assign to the Seller, without recourse, representation or warranty, all
the Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.
6.3 Seller's Assignment of Purchased Receivables. With respect to
all Receivables repurchased by the Seller pursuant to this Agreement, the
Purchaser shall assign, without recourse, representation or warranty, to the
Seller all the Purchaser's right, title and interest in and to such
Receivables, and all security and documents relating thereto.
6.4 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing
Agreement, convey the Receivables to the Trust and assign its rights under
this Agreement to the Trust for the benefit of the Noteholders and the
Certificateholders, and that the representations and warranties contained in
this Agreement and the rights of the Purchaser under Sections 6.2 and 6.3
hereof are intended to benefit the Trust, the Owner Trustee, the Noteholders
and the Certificateholders. The Seller hereby consents to such conveyance and
assignment.
(b) The Trust will, pursuant to the Indenture, pledge the
Receivables and its rights under this Agreement to the Indenture Trustee for
the benefit of the Noteholders, and that the representations and warranties
contained in this Agreement and the rights of the Purchaser under this
Agreement, including under Sections 6.2 and 6.3 are intended to benefit the
Indenture Trustee and the Noteholders. The Seller hereby consents to such
pledge.
6.5 Amendment. This Agreement may be amended from time to time by
a written amendment duly executed and delivered by the Seller and the
Purchaser; provided, however, that any such amendment that materially
adversely affects the rights of the Noteholders or the Certificateholders
under the Indenture, Sale and Servicing Agreement or Trust Agreement shall be
consented to by the Noteholders of Notes evidencing not less than a majority
of the Notes Outstanding and the Certificateholders of Certificates
evidencing not less than a majority of the Aggregate Certificate Balance.
6.6 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the characteristics of
the Receivables described in the Schedule of Receivables and will compare
those characteristics to the information with respect to the Receivables
contained in the Prospectus.
(b) The Seller will cooperate with the Purchaser and
PricewaterhouseCoopers LLP in making available all information and taking all
steps reasonably necessary to permit such accountants to complete the review
set forth in Section 6.6(a) above and to deliver the letters required of them
under the Underwriting Agreement.
(c) PricewaterhouseCoopers LLP will deliver to the Purchaser a
letter, dated the Closing Date, in the form previously agreed to by the
Seller and the Purchaser, with respect to the financial and statistical
information contained in the Prospectus under the caption "Delinquencies,
Repossessions and Net Losses" and with respect to such other information as
may be agreed in the form of letter.
6.7 Waivers. No failure or delay on the part of the Purchaser in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or remedy preclude any other or further exercise
thereof or the exercise of any other power, right or remedy.
6.8 Notices. All communications and notices pursuant hereto to
either party shall be in writing or by facsimile and addressed or delivered
to it at its address as shown below or at such other address as may be
designated by it by notice to the other party and, if mailed or sent by
facsimile, shall be deemed given when mailed or when transmitted by
facsimile.
To Seller: Ford Motor Credit Company
Ford Motor Company World Headquarters
Office of the General Counsel
Xxx Xxxxxxxx Xxxx
Xxxxx 0000-X0
Xxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
Facsimile No.: (000) 000-0000
To Purchaser: Ford Credit Auto Receivables Two LLC
c/o Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
Facsimile No.: (000) 000-0000
6.9 Costs and Expenses. The Seller will pay all expenses incident
to the performance of its obligations under this Agreement and the Seller
agrees to pay all reasonable out-of-pocket costs and expenses of the
Purchaser, excluding fees and expenses of counsel, in connection with the
perfection as against third parties of the Purchaser's right, title and
interest in and to the Receivables and the enforcement of any obligation of
the Seller hereunder.
6.10 Survival. The respective agreements, representations,
warranties and other statements by the Seller and the Purchaser set forth in
or made pursuant to this Agreement shall remain in full force and effect and
will survive the closing under Section 2.2 hereof and any sale, transfer or
other assignment of the Receivables by the Purchaser.
6.11 Confidential Information. The Purchaser agrees that it will
neither use nor disclose to any Person the names and addresses of the
Obligors, except in connection with the enforcement of the Purchaser's rights
hereunder, under the Receivables, under any Sale and Servicing Agreement or
as required by law.
6.12 Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning
or interpretation of any provision of this Agreement. References in this
Agreement to Section names or numbers are to such Sections of this Agreement.
6.13 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
6.14 Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
6.15 Further Assurances. Seller and Purchaser will each, at the
request of the other, execute and deliver to the other all other instruments
that either may reasonably request in order to perfect the conveyance,
transfer, assignment and delivery to Purchaser of the rights to be conveyed,
transferred, assigned and delivered and for the consummation of this
Agreement.
IN WITNESS WHEREOF, the parties hereby have caused this Purchase
Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.
FORD MOTOR CREDIT COMPANY
By: /s/ Xxxxx Xxxxx-Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxx-Xxxxxxx
Title: Assistant Secretary
FORD CREDIT AUTO RECEIVABLES
TWO LLC
By: /s/ Xxxxx Xxxxx-Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxx-Xxxxxxx
Title: Assistant Secretary
Exhibit A
---------
ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated
as of March 1, 2002 (the "Purchase Agreement"), between the undersigned and
FORD CREDIT AUTO RECEIVABLES TWO LLC (the "Purchaser"), the undersigned does
hereby assign, transfer and otherwise convey unto the Purchaser, without
recourse, all right, title and interest of the undersigned, whether now owned
or hereafter acquired, in and to the following: (i) the Receivables; (ii)
with respect to Actuarial Receivables, monies due thereunder on or after the
Cutoff Date (including Payaheads) and, with respect to Simple Interest
Receivables, monies due or received thereunder on or after the Cutoff Date
(including in each case any monies received prior to the Cutoff Date that are
due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other
interest of the Seller in the Financed Vehicles; (iv) rights to receive
proceeds with respect to the Receivables from claims on any physical damage,
credit life, credit disability, or other insurance policies covering the
Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the Seller's
rights to the Receivable Files; (vii) payments and proceeds with respect to
the Receivables held by the Seller; (viii) all property (including the right
to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable repurchased by the Seller); (ix) rebates of premiums and other
amounts relating to insurance policies and other items financed under the
Receivables in effect as of the Cutoff Date; and (x) all present and future
claims, demands, causes of action and choses in action in respect of any or
all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion thereof, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables, instruments
and other property which at any time constitute all or part of or are
included in the proceeds of any of the foregoing. The foregoing conveyance
does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or
any other Person in connection with the Receivables, Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of March 1, 2002.
FORD MOTOR CREDIT COMPANY
By:____________________________
Name:
Title:
Exhibit B
---------
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
Schedule A-1
------------
Location of Receivable Files
at Ford Credit Branch Offices
Akron
-----
175 Montrose Xxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Albany
------
0 Xxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Albuquerque
-----------
0000 Xxxxxx Xxxx., X.X.
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Amarillo
--------
0000 X. Xxxxxxxx
Xxxx. X, Xxxxx 000
Xxxxxxxx, XX 00000
Anchorage
---------
0000 X Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Appleton
--------
00 Xxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Athens
------
0000 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Atlanta-North
-------------
North Park Town Center
Xxxx. 000, Xxxxx 000
0000 Xxxxxxxxx Xx. X.X.
Xxxxxxx, XX 00000
Atlanta-South
-------------
0000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000
Atlanta/CL
----------
0000 Xxxxxxxxx Xxx. X
Xxxxx 000 Xxxx
Xxxxxxx, XX 00000
Atlantic Region District Office
-------------------------------
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Austin
------
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, XX 00000
Baltimore
---------
Xxxxxxxx Corporate
Center One
0000 Xxxxxxxx Xxxx.
Suite 000
Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Baltimore Service Center
------------------------
0000 Xxxxxxxx Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Beaumont
--------
0000 Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Billings
--------
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Birmingham
----------
0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Boston-North
------------
Xxx Xxxx Xxxxx
0xx Xxxxx
Xxxxxxx, XX 00000-0000
Boston-South
------------
Xxxxxxxxx Xxxxx
0xx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Bristol
-------
Landmark Center-
Suite A
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Buffalo
-------
00 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Cape Girardeau
--------------
0000-X X. Xx. Xxxxxx Xx.
Xxxx Xxxxxxxxx, XX 00000
Charleston
----------
Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 XxXxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Charlotte
---------
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Charlotte/CL
------------
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Chattanooga
-----------
0 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Cheyenne
--------
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Chicago-East
------------
Xxx Xxxxx Xxxxx
Xxxxx X
Xxxxxxx, XX 00000
Chicago-North
-------------
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Chicago-West
------------
0000 X. Xxxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
Chicago/CL
----------
000 XxXxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Cincinnati
----------
0000 Xxxxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Cleveland
---------
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000-0000
Colorado Springs
----------------
0000 Xxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Columbia
--------
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Columbus
--------
Xxxxx X, Xxxxx 000
000 Xxxxx Xxxxx X
Xxxxxx, XX 00000
Coral Springs
-------------
0000 X. Xxxxxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
Corpus Christi
--------------
0000 Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
Dallas
------
Xxxxxxxx Forum
Suite 600
000 X. Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dallas/CL
---------
Xxxxxxxx Forum
Suite 650
000 X. Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Davenport
---------
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Decatur
-------
000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Denver
------
0000 X. Xxxxxxxx Xxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Des Moines
----------
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
X. Xxx Xxxxxx, XX 00000
Detroit-North
-------------
0000 X. Xxxx Xxxx Xxxx
Xxxxx 000
Xxxx, XX 00000
Detroit-West
------------
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Detroit/CL
----------
Xxx Xxxxxxxx Xxxx.
Xxxxx 000X
Xxxxxxxx, XX 00000
Dothan
------
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
El Paso
-------
0000 Xxxxxx Xxx Xxxxxx
Xxxxx 000
Xx Xxxx, XX 00000
Eugene
------
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Falls Church
------------
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
XxXxxx, XX 00000
Fargo
-----
0000 00xx Xxx. Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Fayetteville
------------
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Findlay
-------
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Ft. Xxxxx
---------
00000 Xxxxxxx Xxxxx Xx.
Xxxx Xxxxx, XX 00000
Ft. Worth
---------
Xxxxxx Xxxx Xxxxx
Xxxxx 000
0000 Xxxx Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Grand Junction
--------------
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxx Xxxxxxxx, XX 00000
Grand Rapids
------------
0000 Xxxxxxxxxx Xxxxx XX
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Greensboro
----------
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Greenville Service Center
-------------------------
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Harlingen
---------
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Harrisburg
----------
0000 Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Henderson
---------
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxx Service Center
------------------------
X.X. Xxx 000000
Xxx Xxxxx, Xxxxxx 00000-0000
Honolulu
--------
Ala Moano Pacific Center
Xxxxx 000
0000 Xxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Houston-North
-------------
000 X. Xxx Xxxxxxx Xxxx. X.
Xxxxx 000
Xxxxxxx, XX 00000
Houston-West
------------
000 Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Huntington
----------
0000 X.X. Xxxxx 00 *
Xxx, XX 00000
Indianapolis
------------
0000 Xxxxxx Xxxxx Xxxx.
Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Irving Service Center
---------------------
0000 Xxxxxx Xxxx.
Xxxxxx, XX 00000
Jackson
-------
000 Xxxxx Xxxxxxxxx
Xxxxx X
Xxxxxxxxx, XX 00000
Jacksonville
------------
Suite 310
0000 Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
Jefferson City
--------------
000 Xxxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Kansas City
-----------
0000 Xxxx 000xx Xxxxxx
Xxxx. #00, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Knoxville
---------
0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Lafayette
---------
Xxxxxx Xxxxxx Xxxx
Xxxxx 000
000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Lansing
-------
0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Las Vegas
---------
000 X Xxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxx, XX 00000
Little Rock
-----------
0000 Xxxxxxxxxx Xx.
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Long Island
-----------
Xxx Xxxxxxx Xxxxx
0xx Xxxxx Xxxx X
Xxxxxxx, XX 00000
Louisville
----------
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Lubbock
-------
0000 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Macon
-----
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Manchester
----------
0 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Memphis
-------
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Miami
-----
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Midland
-------
00 Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Milwaukee
---------
00000 X. Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Minneapolis
-----------
One Southwest Crossing
Suite 308
00000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Mobile
------
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxx, XX 00000-0000
Nashville
---------
Xxxxxxxx Xxxxx
Xxxxx 000
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Nashville Service Center
------------------------
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
National Recovery Center
------------------------
0000 X. Xxxxxxxxx
Xxxx, XX 00000
New Haven
---------
00 Xxxxxx Xxx.
Xxxxxxxxxxx, XX 00000
New Jersey-Central
------------------
000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
New Jersey-North
----------------
00 Xxxxx Xxxx Xxxxxx
0xx Xxxxx
Xxxx Xxxxxxx, XX 00000
New Jersey-South
----------------
10000 MidAtlantic Dr.
Suite 000 Xxxx
Xx. Xxxxxx, XX 00000
New Orleans
-----------
Lakeway III
0000 X. Xxxxxxxx Xxxx.
Xxxxx 0000
Xxxxxxxx, XX 00000
Norfolk
-------
Xxxxxxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Oklahoma City
-------------
Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxxxxx Xxx Xx.
Xxxxxxxx Xxxx, XX 00000
Omaha
-----
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000-0000
Omaha Customer Service Center
-----------------------------
00000 Xxxxx Xxxxxx
Xxxxx, XX 00000
Nashville Customer Service Center
---------------------------------
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Orange
------
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Orange/CL
---------
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Orlando
-------
0000 Xxxxxxxx Xxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Pasadena
--------
000 X. Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Pensacola
---------
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xx 00000
Philadelphia
------------
Xxx Xxxxxx Xxxxxxxxx Xxxx
Xxxxx 000
000 X. Xxxxxxxxxx Xx.
Xxxxx, XX 00000
Philadelphia/CL
---------------
000 X. Xxxxx Xx.
Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Phoenix
-------
0000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Pittsburgh
----------
Xxxxxx Xxxxx 0
000 Xxxxxxx Xxxxx
0xx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Portland, ME
------------
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Portland, OR
------------
00000 X.X. Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Raleigh
-------
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Richmond
--------
000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Roanoke
-------
0000 Xxxxxx Xxxxxx Xxxx.
Xxxxx 0
Xxxxxxx, XX 00000
Sacramento
----------
0000 Xxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Saginaw
-------
0000 Xxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000
Salt Lake City
--------------
000 X. 0000 X.
Xxxxx 000
Xxxxxx, XX 00000
Santa Xxx Central Collections
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
San Antonio
-----------
000 X.X. Xxxx 000
Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
San Bernardino
--------------
0000 Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
San Diego
---------
0000 Xxxxxx Xxx Xxx X.
Xxxxx 0000
Xxx Xxxxx, XX 00000
San Francisco
-------------
0000 Xxxxxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
San Francisco/CL
----------------
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx XX 00000
San Xxxx
--------
0000 XxXxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Savannah
--------
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Seattle
-------
00000 X.X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Shreveport
----------
Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
South Bay
---------
000 X. Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxx, XX 00000
South Bend
----------
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Spokane
-------
000 Xxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000-0000
Springfield
-----------
0000 X. Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
St. Louis
---------
0000 Xxxxx Xxxx Xxxxxxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
St. Xxxx
--------
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Syracuse
--------
0000 Xxxxxxxxxx Xxxx.
XxXxxx, XX 00000
Tampa
-----
Xxxxxxx Xxxxxx, Xxxxx 000
0000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Tampa Service Center
--------------------
0000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Terre Haute
-----------
0000 X. Xxxxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Tulsa
-----
0000 Xxxx 00xx Xx.
Xxxxx 000
Xxxxx, XX 00000
Ventura
-------
000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Washington, D.C.
----------------
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, XX 00000
Westchester
-----------
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Western Carolina
----------------
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000
Wichita
-------
0000 Xxxx 00xx
Xxxxxxx, XX 00000
Schedule A-2
------------
Location of Receivable Files
at Third Party Custodians of Ford Credit
Security Archives
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
MSX International, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Iron Mountain Records Management
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
APPENDIX A
----------
Definitions and Usage
---------------------
See Tab 14
Schedule B - Receivables Purchase Price
----------
Total net cash proceeds from the
Underwriters for purchase of the
Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes,
Class A-3b Notes, Class A-4 Notes,
Class B Notes and Class C Notes
received by Purchaser $3,518,442,704.83
less Reserve Account Deposit $(18,249,989.91)
equals the total cash received by
Purchaser available for transfer
to Ford Credit as Seller(1) $3,500,192,714.92
------------------------------------------------------------------------------
Receivables Purchase Price(2) $3,700,492,264.58
minus the total cash received by
Purchaser available for transfer to
Ford Credit as Seller $3,500,192,714.92
equals the difference (and
Deemed Capital Contribution
from Ford Credit) of: $ 200,299,549.66
___________________
(1) The Class D Certificates are retained by the Purchaser and are not
available for transfer to Ford Credit.
(2) The Seller and the Purchaser have determined that the Receivables
Purchase Price equals the fair market value of the Receivables and the
related property and the fair market value is calculated as 105% of the
adjusted pool balance (or equal to 101.38% of the original pool balance for
purposes of the calculations).
