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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 this ___ day of ______ ____, 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 (as hereinafter defined) are to be sold
by the Seller to the Purchaser, which Receivables will be transferred by the
Purchaser, pursuant to the Sale and Servicing Agreement (as hereinafter defined)
to the Ford Credit Auto Owner Trust ____-_ to be created pursuant to the Trust
Agreement (as hereinafter defined), which Trust will issue notes secured by such
Receivables and certain other property of the Trust, pursuant to the Indenture
(as hereinafter defined), and will issue certificates representing beneficial
interests in such Receivables and certain other property of the Trust, pursuant
to the Trust Agreement.]
[WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables (as hereinafter defined) are to be sold
by the Seller to the Purchaser, which Receivables will be transferred by the
Purchaser, pursuant to the Pooling and Servicing Agreement (as hereinafter
defined) to the Ford Credit Auto Grantor Trust ______-____ to be created
thereunder, which Trust will issue certificates representing fractional
undivided interests in such Receivables and the other property of the Trust (the
"Certificates")].
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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.]
[CERTAIN DEFINITIONS
Terms not defined in this Agreement shall have the meaning set
forth in the Pooling and Servicing Agreement. As used in this Agreement, the
following terms shall, unless the context otherwise requires, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms of the terms defined):
"Agreement" shall mean this Purchase Agreement and all
amendments hereof and supplements hereto.
"Assignment" shall mean the document of assignment attached to
this Agreement as Exhibit A.
"Class A Certificate" shall have the meaning specified in the
Pooling and Servicing Agreement.
"Class B Certificate" shall have the meaning specified in the
Pooling and Servicing Agreement.
"Closing Date" shall mean ______ __, ____.
"Collections" shall mean all amounts collected by the Servicer
(from whatever source) on or with respect to the Receivables.
"Cutoff Date" shall mean ______ __, ____.
"Distribution Date" shall mean, for each Collection Period,
the ____ day of the following month or,
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if such _________ day is not a Business Day, the next succeeding Business Day.
"Obligor" shall have the meaning specified in the Pooling and
Servicing Agreement.
"Person" shall have the meaning specified in the Pooling and
Servicing Agreement.
"Pooling and Servicing Agreement" shall mean the Pooling and
Servicing Agreement by and among the Seller, as servicer, the Purchaser, as
seller, and ______, as trustee and as agent for the holders of the Class A
Certificates, dated as of ______ __, ____.
"Prospectus" shall have the meaning assigned to such term in
the Underwriting Agreement.
"Purchaser" shall mean Ford Credit Auto Receivables Two LLC,
a Delaware limited liability company, its successors and assigns.
"Rating Agency" shall mean Xxxxx'x Investors Service, Inc. and
Standard & Poor's Ratings Group or any successors thereto.
"Receivable" shall mean any retail installment sale contract
which appears on Exhibit B hereto and any amendments, modifications or
supplements to such retail installment sale contract.
"Receivable Files" shall have the meaning specified in the
Pooling and Servicing Agreement.
"Receivables Purchase Price" shall mean $__________.
"Repurchase Event" shall have the meaning specified in Section
6.2 hereof.
"Schedule of Receivables" shall mean the list of Receivables
annexed hereto as Exhibit B.
"Seller" shall mean Ford Motor Credit Company, a Delaware
corporation, its successors and assigns.
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"Servicing Fee" shall have the meaning specified in the Pooling
and Servicing Agreement.
"Trust" shall mean the Ford Credit Auto Grantor Trust
______-____.
"UCC" shall mean the Uniform Commercial Code, as in effect from
time to time in the relevant jurisdictions.
"Underwriting Agreement" shall mean the Underwriting Agreement
by and between _________, as representatives of the several underwriters, and
the Purchaser, as seller, dated ______ __, ____.]
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
2.1 Purchase and Sale 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] [Pooling
and Servicing 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: (i) the Receivables[, and all monies paid thereon and due thereon on
or after the Cutoff Date][; (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
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Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Issuer 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
Servicer or purchased 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 Receivables and other properties described in Section 2.1(a), the
Purchaser shall, on the Closing Date, pay to the Seller the Receivables Purchase
Price. An amount equal to approximately ______% [(representing the proceeds from
the sale of the Notes and the Certificates less the Reserve Initial Deposit)]
[(representing the proceeds from the sale of the Class A Certificates less the
Subordination Initial Deposit)] of the Receivables Purchase Price shall be paid
to the Seller in cash. The remaining approximately _____% of the Receivables
Purchase Price shall be deemed paid and returned to the Purchaser and be
considered a contribution to capital. The portion of the Receivables Purchase
Price to be paid in cash shall be by federal wire transfer (same day) funds.
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2.2 The Closing. The sale and purchase of the Receivables shall
take place at a closing (the "Closing") at the offices of Skadden, Arps, Slate,
Xxxxxxx & Xxxx, Four Times Square, New York, New York 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, the Yield Supplement Agreement
and 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, the Yield
Supplement Agreement and certain other property to secure the Notes; (c) the
Trust Agreement, pursuant to which the Trust will issue the Certificates; (d)
the Note Underwriting Agreement, pursuant to which the Purchaser will sell to
the Note Underwriters the Notes and (e) the Certificate Underwriting Agreement,
pursuant to which the Purchaser will sell to the Certificate Underwriters the
Certificates] [(a) the Pooling and Servicing Agreement pursuant to which (i) the
Purchaser will assign all of its right, title and interests in and to the
Receivables and other property to the Trustee for the benefit of the
Certificateholders; and (ii) the Purchaser will deposit the foregoing into the
Trust in exchange for the Class A Certificates and Class B Certificates; and (b)
the Underwriting Agreement, pursuant to which the Purchaser will sell to the
underwriters named therein (the "Underwriters") the Class A Certificates].
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 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.
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(b) Due Authorization and No Violation. This
Agreement has been duly authorized, executed and delivered by the Purchaser, and
is the 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. The consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms thereof, 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.
(c) No Litigation. 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.
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
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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. The Seller has
full power and authority to sell and assign the property sold 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 and binding 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 thereof, 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
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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.
(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 execution and delivery of this Agreement, but shall survive the sale,
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] [pursuant to the Pooling and Servicing Agreement]:
(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 by
the Seller from such Dealer under an existing dealer agreement with the
Seller, shall have been validly assigned by such Dealer to the Seller,
(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, [and] (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.]
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(ii) Schedule of Receivables. The
information set forth in [the Schedule of Receivables] [Exhibit B to
this Agreement] 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 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 in writing 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 or any State.
(vi) Security Interest in Financed
Vehicle. Immediately prior to the sale, transfer,
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assignment, and conveyance thereof, each Receivable shall be secured by
a validly perfected first 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 the valid
perfection of a first 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 or coordinate 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. The Seller, in accordance
with its customary procedures, shall have determined that the Obligor
has obtained or agreed to obtain physical damage insurance covering the
Financed Vehicle.
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(xiii) Title. It is the intention of the
Seller that the transfer and assignment herein contemplated constitute
a sale 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, 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, 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, and rights of others; and the transfer 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 perfected ownership interest
in the Receivables shall have been made.
(xvi) Chattel Paper. Each Receivable
constitutes "chattel paper" as defined in the UCC.
(xvii) One Original. There shall be only
one original executed copy of each Receivable.
(xviii) New and Used Vehicles.
Approximately ____% of the aggregate Principal
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Balance of the Receivables, constituting ____% 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.
[(xix) Amortization Type. Approximately
____% of the aggregate Principal Balance of the Receivables as of the
Cutoff Date constitute Precomputed Receivables, and the remainder of
the Receivables constitute Simple Interest Receivables.]
(xx) Origination. Each Receivable shall
have an origination date on or after ______ __, ____.
(xxi) Maturity of Receivables. Each
Receivable shall have an original maturity of not greater than [sixty
(60) months].
(xxii) Minimum Annual Percentage Rate.
Each Receivable shall have an Annual Percentage Rate equal to or
greater than ___%.
(xxiii) Scheduled Payments. Each Receivable
shall have a first Scheduled Payment due on or prior to ______ __, ____
and no Receivable shall have a payment that is more than [thirty (30)]
days overdue as of the Cutoff Date.
(xxiv) Location of Receivable Files. The
Receivable Files shall be kept at one or more of the locations listed
in Schedule A hereto.
(xxv) No Extensions. The number of
Scheduled Payments shall not have been extended on any Receivable on or
before the Cutoff Date.
(xxvi) Other Data. The numerical data
relating to the characteristics of the Receivables contained in the
Prospectus are true and correct in all material respects.
[(xxvii) No Simple Interest Receivables.
None of the Receivables are Simple Interest Receivables.]
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(xxviii) Agreement. The representations and
warranties in this Agreement shall be true.
[(xxix) No Receivables Originated in Alabama
or Pennsylvania. No Receivable shall have been originated in Alabama
or Pennsylvania.]
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 shall, at
its own expense, on or prior to the Closing Date, indicate in its computer files
that the Receivables have been sold to the Purchaser pursuant to this Agreement
and 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. At the Closing, 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
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secured party, naming the Receivables and the other property conveyed
hereunder as collateral, meeting the requirements of the laws of each
such jurisdiction and in such manner as is necessary to perfect the
sale, 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] [Pooling and Servicing Agreement] shall be consummated on the Closing
Date.
4.2 Conditions to Obligation of the Seller. The
obligation of the Seller to sell 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,
as provided in 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] [Pooling] and Servicing Agreement,
the [Sale] [Pooling] and Servicing Agreement shall govern:
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5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute 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 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
Section 9-402(7) 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 so that, from and after the time of sale hereunder of the Receivables to
the Purchaser, the Seller's master computer records (including any back-up
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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.
Indication of the Purchaser's ownership of a Receivable shall be deleted from or
modified on the Seller's computer systems when, and only when, 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 sold and is
owned by the Purchaser.
(g) The Seller shall 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] [Pooling and Servicing
Agreement], 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] [Pooling and
Servicing Agreement].
5.3 Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection
17
18
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.
(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 the Yield Supplement
Agreement] or by reason of reckless disregard of the Seller's obligations and
duties under this Agreement [or the Yield Supplement 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
18
19
Servicer under the [Sale] [Pooling] 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 Sale. Seller agrees to treat this conveyance for all
purposes (including without limitation tax and financial accounting purposes) as
a sale 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 Events. 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] [the Trustee 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. The repurchase obligation of the
Seller shall constitute the sole remedy to the [the Purchaser, the Trust, the
Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders]
[Certificateholders, the Trustee, or the Purchaser] against the Seller with
respect to any Repurchase Event.
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
warran-
19
20
ty, 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: [the Purchaser will,
pursuant to the Pooling and Servicing Agreement, sell the Receivables to the
Trust and assign its rights under this Agreement to the Trustee for the benefit
of 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 such Trust and any Certificateholder. The Seller
hereby consents to such sales and assignments.]
[(a) The Purchaser will, pursuant to the Sale and Servicing
Agreement, sell the Receivables to the Trust and assign its rights under this
Agreement and the Yield Supplement Agreement to the Owner Trustee 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 sale and assignment.
(b) The Trust will, pursuant to the Indenture, pledge the
Receivables and its rights under this Agreement and the Yield Supplement
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 51% of the Notes
Outstanding and the Certificateholders of Certificates evidencing not less than
51% of the Certificate
20
21
Balance] [Certificateholders under the Pooling and Servicing Agreement must be
consented to by the Holders of 51% of the Class A Certificate Balance and 51% of
the Class B Certificate Balance].
6.6 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the
characteristics of the Receivables described in the Schedule of Receivables set
forth as Exhibit B hereto and will compare those characteristics to the
information with respect to the Receivables contained in the Prospectus.
(b) 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 [Note Underwriting Agreement and the Certificate Underwriting Agreement]
[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 telegraph or telex and
addressed or delivered to it at its address (or in case of telex, at its telex
number at such address) shown in the opening portion of this Agreement or at
such other address as may be designated by it by notice to the other party and,
if mailed or sent by telegraph or
21
22
telex, shall be deemed given when mailed, communicated to the telegraph office
or transmitted by telex.
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 Representations to the Seller. 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.
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] [Pooling] 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.
22
23
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: _________________________
Name:
Title:
FORD CREDIT AUTO RECEIVABLES TWO LLC
By: _________________________
Name:
Title:
23
24
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of _______ __, ____ (the "Purchase Agreement"), between the undersigned
and FORD CREDIT AUTO RECEIVABLES TWO LLC (the "Purchaser"), the undersigned
does hereby sell, 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[, and
all monies paid thereon and due thereon on or after the Cutoff Date][; (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 Issuer 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 Servicer or purchased 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
25
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 sale 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.
2
26
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 _______ __, ____.
FORD MOTOR CREDIT COMPANY
By: _______________________
Name:
Title:
3
27
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
28
Schedule A
Location of Receivable Files
Indianapolis
0000 Xxxxxx Xxxxx Xxxx. Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
Detroit-North
000 Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxx, XX 00000
Chicago-North
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Ohio South
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Detroit/West
Xxx XxxxXxxx Xxxx.
Xxxxx 000X
Xxxxxxxx, XX 00000
Chicago South
The Office of Waterfall Xxxx I
Suite 310
000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Grand Rapids
0000 Xxxxxxxxxx Xxxxx XX
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Chicago - East
Xxx Xxxxx Xxxxx, Xxxxx X
Xxxxxxx, XX 00000
29
Akron
000 Xxxxxxxx Xxxx Xxxxxx
Xxxxx 000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Louisville
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Milwaukee
00000 X. Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Chicago West
0000 X. Xxxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000-0000
Saginaw
0000 Xxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000
Findlay
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Cleveland
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000-0000
Philadelphia
Bay Colony Executive Park
000 X. Xxxxxxxxxx
Xxxxx 000
Xxxxx, XX 00000
New Jersey South
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xx. Xxxxxx, XX 00000
A-2
30
Baltimore-West
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Long Island
000 Xxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxxxxxxx, XX 00000-0000
Washington, D.C.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, XX 00000-0000
New Haven
000 Xxxxxxxxxx Xxx.
Xxxxx #0
Xxxxx Xxxxx, XX 00000
Norfolk
Greenbrier Pointe
0000 Xxxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
New Jersey North
000 Xxxxxxxxxx Xxxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000-0000
Pittsburgh
Xxxxxx Xxxxx 0
000 Xxxxxxx Xxxxx
0xx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Richmond
000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Syracuse
0000 Xxxxxxxxxx Xxxx.
XxXxxx, XX 00000
A-3
31
Westchester
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Mobile
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxx, XX 00000
Birmingham
0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Orlando
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000, Xxx Xxxxx Xxxx.
Xxxxxxxx, XX 00000
Memphis
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Atlanta - North
North Park Town Center
0000 Xxxxxxxxx Xx. X.X.
Xxxx. 000, Xxxxx 000
Xxxxxxx, XX 00000
Greensboro
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Charlotte
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Jacksonville
0000 Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
X-0
00
Xxxxxxx
Xxxxxxxx Xxxxxxx Center
0000 X-00 Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Columbia
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Miami
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Dothan
0000 Xxxx Xxxx Xxxxxx
Xxxxx 0
Xxxxxx, XX 00000-0000
Nashville
000 Xxxxxxxx Xxxxx
Xxxxx 000, Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Raleigh
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Tampa
Lincoln Pointe, Suite 800
0000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Xxxxxx
Xxxxxxx Xxxx Xxxxxx Xxxxxx
Xxxxx 000X
0000 Xxxx Xxx Xxxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Lubbock
Xxxxx 000
0000 00xx Xxxxxx
Xxxxxxx, XX 00000
A-5
33
Dallas
000 X. Xxxxxxxx Xxxx
Xxxxx 000, Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Austin
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, XX 00000
Fort Worth
0000 X. Xxxxxxx Xxx.
Xxxxx 000, Xxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Beaumont
0000 Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Houston-West
000 Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Harlingen
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Corpus Christi
0000 Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
Little Rock
0000 Xxxxxxxxxx Xx.
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Amarillo
0000 X. Xxxxxxxx
Xxxxx 000 Xxxx. X
Xxxxxxxx, XX 00000
A-6
34
El Paso
0000 Xxxxxx Xxx Xxxxxx
Xxxxx 000
Xx Xxxx, XX 00000
Albuquerque
0000 Xxxxxx Xxxx., XX
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Houston-North
000 X. Xxx Xxxxxxx Xxxx. X.
Xxxxx 000
Xxxxxxx, XX 00000
San Antonio
0000 X.X. Xxxx 000
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Tulsa
0000 Xxxx 00xx Xx.
Xxxxx 000
Xxxxx, XX 00000
Minneapolis
00000 Xxxxxx Xxxxx
Xxxxx 000, One Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxxx, XX 00000-0000
Wichita
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
St. Louis
0000 Xxxxx Xxxx Xxx.
Xxxxx 000
Xxxxx Xxxx, 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
X-0
00
Xxx Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxx Xxxxxx, XX 00000
Omaha
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000-0000
Davenport
0000 Xxxx Xxxxx
Xxxxx 000, Xxxxxxxx Exch. Bldg.
Xxxxxxxxxx, XX 00000
Denver
0000 X. Xxxxxxxx Xxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Fargo
0000 00xx Xxx. Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Springfield
0000 X. Xxxxxxxxx
Xxxxxxxxxxx, XX 00000-0000
Waterloo
000 X. Xxx Xxxxxx Xx.
Xxxxxxxx, XX 00000
San Bernadino
0000 Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Salt Lake City
000 X. 0000 Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Honolulu
0000 Xxxxxxxxx Xxxx.
Xxxxx 000, Ala Moano Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
X-0
00
Xxxxxxx
Xxxxx 000 Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
Grand Junction
000 Xxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxxxxxx, XX 00000
San Francisco
0000 Xxxxxxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Portland
00000 X.X. Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Sacramento
0000 Xxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
San Diego
0000 Xxxxxx Xxx Xxx X.
Xxxxx 0000
Xxx Xxxxx, XX 00000
Phoenix
0000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
San Xxxx
0000 XxXxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Seattle
00000 X.X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
A-9
37
Orange
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Anchorage
0000 X Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Appleton
00 Xxxx Xxxxx
Xxxxxxxx, XX 00000-0000
South Bend
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Columbus
000 Xxxxx Xxxxx Xxxxx
Xxxxx 000, Xxxxx X
Xxxxxx, XX 00000-0000
Henderson
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Lansing
0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxxxx
0000 Xxxxx Xxxxxxxx
Xxxxxxxx, XX 00000
New Jersey-Central
000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Huntington
0000 X.X. Xxxxx 00 Xxxx
Xxxxxxxxxxxxx, XX 00000
A-10
38
Buffalo
00 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Manchester
0 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Harrisburg
0000 Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx, 0xx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Boston North
Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000-0000
Portland
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Albany
0 Xxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Roanoke
0000 Xxxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
Falls Church
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
XxXxxx, XX 00000
Bristol
Landmark Center - Suite A
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
X-00
00
Xxxxxxxxxxx
0000 Xxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Decatur
000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Fayetteville
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Athens
0000 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Knoxville
0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Macon
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Pensacola
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xx 00000
Savannah
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Tyler
000 Xxxx XX Xxxx 000
Xxxxx 000
Xxxxx, XX 00000
X-00
00
Xxxxxxxx Xxxx
0000 Xxxxxxxxx Xxx Xx.
Xxxxx 000, Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
Baltimore-East
Xxxxxxxx Corporate Center One
4940 Campell Blvd., Suite 000
Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Billings
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Cheyenne
0000 Xxxxxxxxxxx
Xxxxxxxx, XX 00000
Cape Girardeau
0000 Xxxxxxxxxxxx
Xxxx Xxxxxxxxx, XX 00000
Atlanta -South
0000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000
Pasadena
000 Xxxx Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Colorado Springs
0000 Xxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
South Bay
000 X. Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxx, XX 00000
A-13
41
Ventura
000 Xxxxx xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Las Vegas
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Eugene
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Tupelo
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Charleston
0000 Xxxxxxx Xxxx
Xxxxx 000, Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxxx, XX 00000-0000
Western Carolina
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000-0000
New Orleans
0000 X. Xxxxxxxx Xxxx.
Xxxxx 0000
Xxxxxxxx, XX 00000
Xxxxxxxxx
Xxxxxx Xxxxxx Xxxx
Xxxxx 000
000 Xxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Shreveport
Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
A-14
42
[APPENDIX A
Definitions and Usage]
AA-1
