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EXHIBIT 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of this 1st day of November 1995,
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 CORPORATION, a
Delaware corporation (the "Purchaser"), having its principal executive xxxxxx
xx 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 duty 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 Pooling and Servicing Agreement (as hereinafter
defined) to the Ford Credit 1995-B 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").
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
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):
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"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 November 15, 1995.
"Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.
"Cut-Off Date" shall mean November 1, 1995.
"Distribution Date" shall mean, for each Collection Period, the 15th
day of the following month or, if such fifteenth 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 Chemical Bank, as trustee and as agent for the holders of the Class
A Certificates, dated as of November 1, 1995.
"Prospectus" shall have the meaning assigned to such term in the
Underwriting Agreement.
"Purchaser" shall mean Ford Credit Auto Receivables Corporation, a
Delaware corporation, its successors and assigns.
"Rating Agency" shall mean Xxxxx'x Investors Service, Inc. and
Standard & Poor's Ratings Group or any successors thereto.
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"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.
"Servicing Fee" shall have the meaning specified in the Pooling and
Servicing Agreement.
"Trust" shall mean the Ford Credit 1995-B 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 Xxxxxxx, Sachs & Co., as representatives of the several underwriters,
and the Purchaser, as seller, dated November 8, 1995.
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
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from the Seller, the Receivables and the other property relating thereto (as
defined below).
(a) Sale of Receivables. Effective as of the Closing Date and
simultaneously with the transactions pursuant to the 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
Cut-Off Date (including any monies received prior to the Cut-Off Date that are
due on or after the Cut-Off Date and were not used to reduce the principal
balance of the Receivable); (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables; (iii) any proceeds
from claims on any physical damage, credit life, credit disability, or other
insurance policies covering Financed Vehicles or Obligors; (iv) Dealer
Recourse; (v) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cut-Off Date; and (vi) the proceeds of any and all 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 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.
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, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the Closing Date,
simultaneously with the closings under: (a) the Pooling and Servicing
Agreement pursuant to which (i) the Purchaser will assign all of its right,
title and inter-
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ests 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
incorporated and is validly existing as a corporation in good standing under
the laws of the State of Delaware, and has full corporate 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
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
Incorporation or the By-laws of the Purchaser.
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(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 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
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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.
(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, and
assignment of the Receivables to the Purchaser and the subsequent assignment
and transfer 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
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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.
(ii) Schedule of Receivables. The information set forth in
Exhibit B to this Agreement shall be true and correct in all material
respects as of the opening of business on the Cut-Off Date, and no
selection procedures believed to be adverse to the Certificateholders
shall have been utilized in selecting the Receivables from those
receivables which meet the criteria contained herein. The computer tape
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.
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(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, assignment, and transfer 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.
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(xi) No Default. Except for payment defaults continuing
for a period of not more than thirty days as of the Cut-Off 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.
(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, and assignment of such Receivable under this
Agreement 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.
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(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) One Original. There shall be only one original
executed copy of each Receivable.
(xvii) New and Used Vehicles. Approximately _____% of the
aggregate Principal 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.
(xviii) Origination. Each Receivable shall have an
origination date on or after November 1, 1994.
(xix) Maturity of Receivables. Each Receivable shall have
an original maturity of not greater than 60 months.
(xx) Minimum Annual Percentage Rate. Each Receivable shall
have an Annual Percentage Rate equal to or greater than ____%.
(xxi) Scheduled Payments. Each Receivable shall have a
first Scheduled Payment due on or prior to November 30, 1995 and no
Receivable shall have a payment that is more than 30 days overdue as of
the Cut-Off Date.
(xxii) Location of Receivable Files. The Receivable Files
shall be kept at one or more of the locations listed in Schedule A hereto.
(xxiii) No Extensions. The number of Scheduled Payments
shall not have been extended on any Receivable on or before the Cut-Off
Date.
(xxiv) Other Data. The numerical data relating to the
characteristics of the Receivables contained in the Prospectus are true
and correct in all material respects.
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(xxv) Chattel Paper. Each Receivable constitutes "chattel
paper" as defined in the UCC.
(xxvi) No Simple Interest Receivables. None of the
Receivables are Simple Interest Receivables.
(xxvii) Agreement. The representations and warranties in
this Agreement shall be true.
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
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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 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
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).
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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 Pooling and Servicing Agreement, the
Pooling and Servicing Agreement shall govern:
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
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 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. 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.
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(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 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 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 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
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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 Pooling and Servicing 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.
(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
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its duties under this Agreement or by reason of reckless disregard of the
Seller's obligations and duties under the 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 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 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 Certificateholders, or to the Trustee, or to the Purchaser
against the Seller with respect to any Repurchase Event.
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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: 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.
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 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) Coopers & Xxxxxxx L.L.P. 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 Coopers &
Xxxxxxx L.L.P. 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) Coopers & Xxxxxxx L.L.P. will deliver to the Purchaser a
letter, dated the Closing Date, in the form previously agreed to by the Seller
and the Purchaser,
18
19
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 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 Pooling and Servicing Agreement or as required
by law.
19
20
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.
20
21
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
CORPORATION
By: _________________________
Name:
Title:
21
22
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement dated
as of November 1, 1995 (the "Purchase Agreement"), between the undersigned and
FORD CREDIT AUTO RECEIVABLES CORPORATION (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 Cut-Off Date (including
any monies received prior to the Cut-Off Date that are due on or after the
Cut-Off Date and were not used to reduce the principal balance of the
Receivables); (ii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables; (iii) any proceeds from claims on any
physical damage, credit life, credit disability, or other insurance policies
covering Financed Vehicles or Obligors; (iv) Dealer Recourse; (v) rebates of
premiums and other amounts relating to insurance policies and other items
financed under the Receivables in effect as of the Cut-Off Date; and (vi) the
proceeds of any and all 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.
23
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 November 1, 1995.
FORD MOTOR CREDIT COMPANY
By: _____________________
Name:
Title:
2
24
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
25
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
26
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
27
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
28
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
30
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
31
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
34
Orange
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Anchorage
0000 X Xxxxxx
Xxxxx 000
Xxxxx Xxxxxxxx
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
Buffalo
00 Xxxx Xxxx Xxxxx
X-00
00
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 0000
Xxxxxx Xxxxx
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
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Chattanooga
0000 Xxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
A-11
36
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
Oklahoma City
0000 Xxxxxxxxx Xxx Xx.
Xxxxx 000, Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
X-00
00
Xxxxxxxxx-Xxxx
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
Ventura
000 Xxxxx xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
A-13
38
Las Vegas
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Eugene
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Tupelo
0 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. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Xxxxxxxxx
Xxxxxx Xxxxxx Xxxx
Xxxxx 000
000 Xxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Shreveport
South Pointe Centre
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
A-14
