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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 $1,750,016,370.06.
"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 7, 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 93.106591% (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 6.893409% 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
70.0% of the aggregate Principal Balance of the Receivables,
constituting 61.8% 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 7.35%.
(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.
17
18
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: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
FORD CREDIT AUTO RECEIVABLES
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
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
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
35
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
38
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
