Exhibit 99.3
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (as from time to time amended,
supplemented or otherwise modified and in effect, this "Agreement") is made as
of the 1st day of September 2001, by and between FORD MOTOR CREDIT COMPANY, a
Delaware corporation (the "Seller"), having its principal executive office at
Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, and FORD CREDIT AUTO RECEIVABLES
TWO LLC, a Delaware limited liability company (the "Purchaser"), having its
principal executive office at Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000.
WHEREAS, in the regular course of its business, the Seller
purchases certain motor vehicle retail installment sale contracts secured by new
and used automobiles and light trucks from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables and related property are to be sold,
transferred, assigned and otherwise conveyed by the Seller to the Purchaser,
which Receivables will be transferred by the Purchaser pursuant to the Sale and
Servicing Agreement to the Ford Credit Auto Owner Trust 2001-E to be created
pursuant to the Trust Agreement, which Trust will issue notes secured by such
Receivables and certain other property of the Trust, pursuant to the Indenture,
and will issue certificates representing beneficial interests in such
Receivables and certain other property of the Trust, pursuant to the Trust
Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good
and valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are
defined in Appendix A hereto, which also contains rules as to usage that shall
be applicable herein. The term "Seller" herein shall mean Ford Motor Credit
Company.
ARTICLE II
CONVEYANCE AND ACQUISITION OF RECEIVABLES
2.1 Conveyance and Acquisition of Receivables
On the Closing Date, subject to the terms and conditions of
this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, the Receivables and the other property
relating thereto (as defined below).
(a) Conveyance of Purchased Property. Effective as of the Closing Date
and simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise conveys to the Purchaser, without recourse, all right,
title and interest of the Seller, whether now owned or hereafter acquired, in
and to the following (collectively, the "Purchased Property"): (i) the
Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder
on or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Receivables from claims on any physical damage, credit life,
credit disability, or other insurance policies covering Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files; (vii) payments and proceeds with respect to the Receivables held by the
Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
(b) Receivables Purchase Price. In consideration for the Purchased
Property described in Section 2.1(a) hereof, the Purchaser shall, on the Closing
Date, pay to the Seller the Receivables Purchase Price. As detailed on Schedule
B hereto, the portion of the Receivables Purchase Price to be paid in cash is an
amount equal to the net cash proceeds from the sale of the Notes to the
Underwriters pursuant to the Underwriting Agreement minus the Reserve Initial
Deposit. The remaining portion of the Receivables Purchase Price,
$252,701,060.18, shall be deemed paid and returned to the Purchaser and shall be
considered a contribution to capital. The portion of the Receivables Purchase
Price to be paid in cash shall be paid by federal wire transfer (same day)
funds.
(c) It is understood that the absolute sale, transfer,
assignment and conveyance of the Purchased Property by the Seller to the
Purchaser pursuant to this Agreement shall be without recourse and the Seller
does not guarantee collection of any Receivable, provided, however, that such
sale, transfer, assignment and conveyance shall be made pursuant to and in
reliance on by the Purchaser of the representations and warranties of the Seller
as set forth in Section 3.2(b) hereof.
2.2 The Closing. The sale, assignment, conveyance and
acquisition of the Purchased Property shall take place at a closing (the
"Closing") at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four
Times Square, New York, NY 10036-6522 on the Closing Date, simultaneously with
the closings under: (a) the Sale and Servicing Agreement pursuant to which the
Purchaser will assign all of its right, title and interest in, to and under the
Receivables and certain other property to the Trust in exchange for the Notes
and the Certificates; (b) the Indenture, pursuant to which the Trust will issue
the Notes and pledge all of its right, title and interest in, to and under the
Receivables and certain other property to secure the Notes; (c) the Trust
Agreement, pursuant to which the Trust will issue the Certificates; and (d) the
Underwriting Agreement, pursuant to which the Purchaser will sell to the
Underwriters the Notes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the Seller as of the date hereof
and as of the Closing Date:
(a) Organization, etc. The Purchaser has been duly organized and is validly
existing as a limited liability company in good standing under the laws of the
State of Delaware, and has full power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof and thereof.
(b) Due Authorization and No Violation. This Agreement has been duly
authorized, executed and delivered by the Purchaser, and is the legal, valid,
binding and enforceable obligation of the Purchaser except as the same may be
limited by insolvency, bankruptcy, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general equity principles.
(c) No Conflicts. The consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms hereof, will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under (in each case material to the Purchaser), or result in the creation or
imposition of any lien, charge or encumbrance (in each case material to the
Purchaser) upon any of the property or assets of the Purchaser pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or similar agreement or instrument under which the
Purchaser is a debtor or guarantor, nor will such action result in any violation
of the provisions of the Certificate of Formation or the Limited Liability
Company Agreement of the Purchaser.
(d) No Proceedings. No legal or governmental proceedings are pending to
which the Purchaser is a party or of which any property of the Purchaser is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Purchaser and will
not materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement.
(e) Fair Market Value. The Purchaser has determined that the Receivables
Purchase Price paid by it for the Purchased Property on the Closing Date is
equal to the fair market value for the Purchased Property.
3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as of the
date hereof and as of the Closing Date:
(i) Organization, etc. The Seller has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
State of Delaware, and is duly qualified to transact business and is in
good standing in each jurisdiction in the United States of America in which
the conduct of its business or the ownership of its property requires such
qualification.
(ii) Power and Authority; Due Authorization; Enforceability. The
Seller has full power and authority to convey and assign the property
conveyed and assigned to the Purchaser hereunder and has duly authorized
such sale and assignment to the Purchaser by all necessary corporate
action. This Agreement has been duly authorized, executed and delivered by
the Seller and shall constitute the legal, valid, binding and enforceable
obligation of the Seller except as the same may be limited by insolvency,
bankruptcy, reorganization or other laws relating to or affecting the
enforcement of creditors' rights or by general equity principles.
(iii)No Violation. The consummation of the transactions contemplated
by this Agreement, and the fulfillment of the terms hereof, will not
conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under (in each case material to the Seller and its
subsidiaries considered as a whole), or result in the creation or
imposition of any lien, charge or encumbrance (in each case material to the
Seller and its subsidiaries considered as a whole) upon any of the property
or assets of the Seller pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement, guarantee, lease financing agreement or
similar agreement or instrument under which the Seller is a debtor or
guarantor, nor will such action result in any violation of the provisions
of the certificate of incorporation or the by-laws of the Seller.
(iv) No Proceedings. No legal or governmental proceedings are pending
to which the Seller is a party or of which any property of the Seller is
the subject, and no such proceedings are threatened or contemplated by
governmental authorities or threatened by others, other than such
proceedings which will not have a material adverse effect upon the general
affairs, financial position, net worth or results of operations (on an
annual basis) of the Seller and its subsidiaries considered as a whole and
will not materially and adversely affect the performance by the Seller of
its obligations under, or the validity and enforceability of, this
Agreement.
(v) This Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in the Receivables, in favor of the
Purchaser which security interest is prior to all other Liens and is
enforceable as such as against all other creditors of and purchasers from
the Seller.
(b) The Seller makes the following representations and warranties
as to the Receivables on which the Purchaser relies in accepting the
Receivables. Such representations and warranties speak as of the
Closing Date, but shall survive the transfer, assignment and
conveyance of the Receivables to the Purchaser and the subsequent
assignment and transfer to the Trust pursuant to the Sale and
Servicing Agreement and the pledge thereof to the Indenture Trustee
pursuant to the Indenture:
(i) Characteristics of Receivables. Each Receivable (a) shall
have been originated in the United States of America by a Dealer for
the retail sale of a Financed Vehicle in the ordinary course of such
Dealer's business, shall have been fully and properly executed by the
parties thereto, shall have been purchased either (X) by the Seller
from a Dealer under an existing dealer agreement with the Seller and
shall have been validly assigned by such Dealer to the Seller or (Y)
by PRIMUS from a Dealer or other finance source (provided that such
purchase relates to an individual Receivable and not a bulk purchase)
under an existing agreement with PRIMUS and shall have been validly
assigned by such Dealer or other finance source to PRIMUS and shall
have been validly assigned by PRIMUS to the Seller in the ordinary
course of business, (b) shall have created or shall create a valid,
subsisting, and enforceable first priority security interest in favor
of the Seller in the Financed Vehicle, which security interest shall
be assignable by the Seller to the Purchaser, (c) shall contain
customary and enforceable provisions such that the rights and remedies
of the holder thereof shall be adequate for realization against the
collateral of the benefits of the security, (d) shall provide for
level monthly payments (provided that the payment in the first or last
month in the life of the Receivable may be minimally different from
the level payment) that fully amortize the Amount Financed by maturity
and yield interest at the Annual Percentage Rate, (e) shall provide
for, in the event that such contract is prepaid, a prepayment that
fully pays the Principal Balance, and (f) is an Actuarial Receivable
or a Simple Interest Receivable.
(ii) Schedule of Receivables. The information set forth in the
Schedule of Receivables shall be true and correct in all material
respects as of the opening of business on the Cutoff Date, and no
selection procedures believed to be adverse to the Noteholders or the
Certificateholders shall have been utilized in selecting the
Receivables from those receivables which meet the criteria contained
herein. The computer tape or other listing regarding the Receivables
made available to the Purchaser and its assigns is true and correct in
all material respects.
(iii) Compliance with Law. Each Receivable and the sale of the
Financed Vehicle shall have complied at the time it was originated or
made and at the execution of this Agreement shall comply in all
material respects with all requirements of applicable federal, State,
and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the
Xxxxxxxx-Xxxx Warranty Act, the Federal Reserve Board's Regulations B
and Z, and State adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws.
(iv) Binding Obligation. Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation of the Obligor, enforceable by
the holder thereof in accordance with its terms subject to the effect of
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights generally.
(v) No Government Obligor. None of the Receivables shall be due from
the United States of America or any State or from any agency, department,
or instrumentality of the United States of America, any State or political
subdivision of either thereof.
(vi) Security Interest in Financed Vehicle. Immediately prior to the
transfer, assignment and conveyance thereof, each Receivable shall be
secured by a first priority, validly perfected security interest in the
Financed Vehicle in favor of the Seller as secured party or all necessary
and appropriate actions shall have been commenced that would result in a
first priority, validly perfected security interest in the Financed Vehicle
in favor of the Seller as secured party.
(vii) Receivables in Force. No Receivable shall have been satisfied,
subordinated, or rescinded, nor shall any Financed Vehicle have been
released from the lien granted by the related Receivable in whole or in
part.
(viii) No Waiver. No provision of a Receivable shall have been waived.
(ix) No Defenses. No right of rescission, setoff, counterclaim, or
defense shall have been asserted or threatened with respect to any
Receivable.
(x) No Liens. To the best of the Seller's knowledge, no liens or
claims shall have been filed for work, labor, or materials relating to a
Financed Vehicle that shall be liens prior to, or equal with, the security
interest in the Financed Vehicle granted by the Receivable.
(xi) No Default. Except for payment defaults continuing for a period
of not more than thirty (30) days as of the Cutoff Date, no default,
breach, violation, or event permitting acceleration under the terms of any
Receivable shall have occurred; and no continuing condition that with
notice or the lapse of time would constitute a default, breach, violation,
or event permitting acceleration under the terms of any Receivable shall
have arisen; and the Seller shall not waive any of the foregoing.
(xii) Insurance. With respect to each Receivable, the Seller, in
accordance with its customary standards, policies and procedures, shall
have determined that, as of the date of origination of each Receivable, the
Obligor had obtained or agreed to obtain physical damage insurance covering
the Financed Vehicle.
(xiii) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated constitute an absolute sale, transfer,
assignment and conveyance of the Receivables from the Seller to the
Purchaser and that the beneficial interest in and title to the Receivables
not be part of the Seller's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law. No
Receivable has been sold, transferred, assigned, conveyed or pledged by the
Seller to any Person other than the Purchaser. Immediately prior to the
transfer and assignment herein contemplated, the Seller had good and
marketable title to each Receivable free and clear of all Liens,
encumbrances, security interests, participations and rights of others and,
immediately upon the transfer thereof, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all Liens,
encumbrances, security interests, participations and rights of others; and
the transfer of the Purchased Property has been perfected under the UCC.
(xiv) Valid Assignment. No Receivable shall have been originated in,
or shall be subject to the laws of, any jurisdiction under which the sale,
transfer, assignment and conveyance of such Receivable under this Agreement
or pursuant to transfers of the Notes or the Certificates shall be
unlawful, void, or voidable. The Seller has not entered into any agreement
with any account debtor that prohibits, restricts or conditions the
assignment of any portion of the Receivables.
(xv) All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Purchaser a first
priority, validly perfected ownership interest in the Receivables, shall be
made, within ten days of the Closing Date.
(xvi) Priority. Other than the security interest granted to the
Purchaser pursuant to this Agreement, the Seller has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the
Receivables. The Seller has not authorized the filing of and is not aware
of any financing statements against the Seller that include a description
of collateral covering the Receivables other than any financing statement
relating to the security interest granted to the Purchaser hereunder or
granted by the Purchaser to the Issuer or by the Issuer to the Indenture
Trustee or that has been terminated.
(xvii) Chattel Paper. Each Receivable constitutes "tangible chattel
paper" as defined in the UCC.
(xviii) One Original. There shall be only one original executed copy
of each Receivable. The Seller, or its custodian, has possession of such
original with respect to each Receivable. Such original does not have any
marks or notations indicating that it has been pledged, assigned or
otherwise conveyed to any Person other than the Seller. All financing
statements filed or to be filed against the Seller in favor of the
Purchaser in connection herewith describing the Receivables contain a
statement to the following effect: "A purchase of or security interest in
any collateral described in this financing statement will violate the
rights of the Purchaser."
(xix) New and Used Vehicles. 71.00% of the aggregate Principal Balance
of the Receivables, constituting 66.99% of the number of Receivables, as of
the Cutoff Date, represent vehicles financed at new vehicle rates, and the
remainder of the Receivables represent vehicles financed at used vehicle
rates.
(xx) Amortization Type. By aggregate Principal Balance as of the
Cutoff Date, 0.21% of the Receivables constitute Actuarial Receivables and
99.79% of the Receivables constitute Simple Interest Receivables.
(xxi) Origination. Each Receivable shall have an origination date on
or after September 22, 1995.
(xxii) PRIMUS. 12.00% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date represent Receivables originated through
PRIMUS and assigned to the Seller, and 88.00% of the aggregate Principal
Balance of the Receivables as of the Cutoff Date represent Receivables that
were originated through Ford Credit (excluding PRIMUS).
(xxiii) Maturity of Receivables. Each Receivable shall have an
original maturity of not greater than seventy-two (72) months. The
percentage of Receivables by Principal Balance with original terms greater
than 60 months is 15.61%. The percentage of Receivables by Principal
Balance with remaining terms greater than 60 months is 8.48%.
(xxiv) Annual Percentage Rate. The Annual Percentage Rate of each
Receivable shall be not less than 0.01% and not greater than 29.99%.
(xxv) Scheduled Payments. Each Receivable shall have a first Scheduled
Payment due, in the case of Actuarial Receivables, or a first scheduled due
date, in the case of Simple Interest Receivables, on or prior to September
1, 2001 and no Receivable shall have a payment that is more than thirty
(30) days overdue as of the Cutoff Date.
(xxvi) Location of Receivable Files. The Receivable Files shall be
kept at one or more of the locations listed in Schedule A-1 hereto or the
offices of one of the custodians specified in Schedule A-2 hereto.
(xxvii) No Extensions. The number of Scheduled Payments, in the case
of Actuarial Receivables, and the number of scheduled due dates, in the
case of Simple Interest Receivables, shall not have been extended on or
before the Cutoff Date on any Receivable.
(xxviii) Other Data. The numerical data relating to the
characteristics of the Receivables contained in the Prospectus are true and
correct in all material respects.
(xxix) Agreement. The representations and warranties in this Agreement
shall be true.
(xxx) No Receivables Originated in Pennsylvania. No Receivable shall
have been originated in Pennsylvania.
(c) The Seller has determined that the Receivables Purchase Price received
by it for the Purchased Property on the Closing Date is equal to the fair market
value for the Purchased Property.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The
obligation of the Purchaser to purchase the Receivables is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and warranties
of the Seller hereunder shall be true and correct on the Closing Date with the
same effect as if then made, and the Seller shall have performed all obligations
to be performed by it hereunder on or prior to the Closing Date.
(b) Computer Files Marked. The Seller, at its own expense, on or prior to
the Closing Date, shall indicate in its computer files, in accordance with its
customary standards, policies and procedures, that the Receivables have been
conveyed to the Purchaser pursuant to this Agreement and shall deliver to the
Purchaser the Schedule of Receivables certified by an officer of the Seller to
be true, correct and complete.
(c) Documents to be Delivered by the Seller at the Closing.
(i) The Assignment. On the Closing Date, the Seller will execute
and deliver the Assignment. The Assignment shall be substantially in
the form of Exhibit A hereto.
(ii) Evidence of UCC Filing. On or prior to the Closing Date, the
Seller shall record and file, at its own expense, a UCC-1 financing
statement in each jurisdiction in which required by applicable law,
executed by the Seller, as seller or debtor, and naming the Purchaser,
as purchaser or secured party, naming the Receivables and the other
property conveyed hereunder, meeting the requirements of the laws of
each such jurisdiction and in such manner as is necessary to perfect
the transfer, assignment and conveyance of such Receivables to the
Purchaser. The Seller shall deliver a file-stamped copy, or other
evidence satisfactory to the Purchaser of such filing, to the
Purchaser on or prior to the Closing Date.
(iii) Other Documents. Such other documents as the Purchaser may
reasonably request.
(d) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall be consummated
on the Closing Date. 4.2 Conditions to Obligation of the Seller. The obligation
of the Seller to convey the Receivables to the Purchaser is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and warranties
of the Purchaser hereunder shall be true and correct on the Closing Date with
the same effect as if then made, and the Purchaser shall have performed all
obligations to be performed by it hereunder on or prior to the Closing Date.
(b) Receivables Purchase Price. At the Closing Date, the Purchaser will
deliver to the Seller the Receivables Purchase Price in accordance with Section
2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as follows,
provided, however, that to the extent that any provision of this ARTICLE V
conflicts with any provision of the Sale and Servicing Agreement, the Sale and
Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall authorize and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain, and protect
the interest of the Purchaser (or its assignee) in the Receivables and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure
in any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-506 of the UCC, unless it
shall have given the Purchaser at least five (5) days' prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly file any such
amendment or new financing statement. The Seller shall at all times maintain
each office from which it shall service Receivables, and its principal executive
office, within the United States of America.
(d) The Seller shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit the reader thereof to know at any
time the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its
customary standards, policies and procedures, so that, from and after the time
of conveyance hereunder of the Receivables to the Purchaser, the Seller's master
computer records (including any back-up archives) that refer to a Receivable
shall indicate clearly the interest of the Purchaser in such Receivable and that
such Receivable is owned by the Purchaser or its assignee. Indication of the
ownership of a Receivable by the Purchaser or its assignee shall not be deleted
from or modified on the Seller's computer systems until, and only until, the
Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been conveyed to and is owned by the Purchaser.
(g) The Seller shall, upon receipt by the Seller of reasonable prior
notice, permit the Purchaser and its agents at any time during normal business
hours to inspect, audit, and make copies of and abstracts from the Seller's
records regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser, within twenty
(20) Business Days, a list of all Receivables (by contract number and name of
Obligor) then owned by the Purchaser, together with a reconciliation of such
list to the Schedule of Receivables.
5.2 Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the other Basic Documents, the Seller will not sell,
pledge, assign or transfer any Receivable to any other Person, or grant, create,
incur, assume or suffer to exist any Lien on any interest therein, and the
Seller shall defend the right, title, and interest of the Purchaser in, to and
under such Receivables against all claims of third parties claiming through or
under the Seller; provided, however, that the Seller's obligations under this
Section 5.2 shall terminate upon the termination of the Trust pursuant to the
Trust Agreement.
5.3 Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection with the perfection, as against
all third parties, of the Purchaser's right, title and interest in and to the
Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the failure of a Receivable to be
originated in compliance with all requirements of law and for any breach of any
of the Seller's representations and warranties contained herein provided,
however, with respect to a breach of the Seller's representations and warranties
as set forth in Section 3.2(b), any indemnification amounts owed pursuant to
this Section 5.4 with respect of a Receivable shall give effect to and not be
duplicative of the Purchase Amounts paid by the Seller pursuant to Section 6.2
hereof.
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the use, ownership, or operation
by the Seller or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes that may at any time be asserted against the
Purchaser with respect to the transactions contemplated herein, including,
without limitation, any sales, gross receipts, general corporation, tangible
personal property, privilege, or license taxes and costs and expenses in
defending against the same.
(d) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, claims, damages, and
liabilities to the extent that such cost, expense, loss, claim, damage, or
liability arose out of, or was imposed upon the Purchaser through, the
negligence, willful misfeasance, or bad faith of the Seller in the performance
of its duties under this Agreement or by reason of reckless disregard of the
Seller's obligations and duties under this Agreement.
(e) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against all costs, expenses, losses, claims, damages, and liabilities
arising out of or incurred in connection with the acceptance or performance of
the Seller's trusts and duties as Servicer under the Sale and Servicing
Agreement, except to the extent that such cost, expense, loss, claim, damage, or
liability shall be due to the willful misfeasance, bad faith, or negligence
(except for errors in judgment) of the Purchaser.
These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
5.5 Treatment. The Seller agrees to treat this conveyance as
(i) an absolute transfer for tax purposes and (ii) a sale for all other purposes
(including without limitation financial accounting purposes), in each case on
all relevant books, records, tax returns, financial statements and other
applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller
under this Agreement shall not be affected by reason of any invalidity,
illegality or irregularity of any Receivable.
6.2 Repurchase of Receivables Upon Breach by the Seller. (a)
The Seller hereby covenants and agrees with the Purchaser for the benefit of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders
and the Certificateholders, that the occurrence of a breach of any of the
Seller's representations and warranties contained in Section 3.2(b) hereof shall
constitute events obligating the Seller to repurchase Receivables hereunder
("Repurchase Events"), at the Purchase Amount from the Purchaser or from the
Trust.
(b) Any Person who discovers a breach of any representation or warranty of
the Seller set forth in Section 3.2(b) hereof may, and if such Person is the
Seller or the Servicer, shall, inform promptly the Servicer, the Seller, the
Purchaser, the Trust, the Owner Trustee and the Indenture Trustee, as the case
may be, in writing, upon the discovery of any breach of any representation or
warranty as set forth in Section 3.2(b) hereof. Unless the breach shall have
been cured by the last day of the second Collection Period following such
discovery (or, at the Seller's election, the last day of the first following
Collection Period), the Seller shall repurchase any Receivable materially and
adversely affected by such breach at the Purchase Amount. In consideration of
the repurchase of such Receivable, the Seller shall remit the Purchase Amount to
the Servicer for distribution pursuant to Section 4.2 of the Sale and Servicing
Agreement. The sole remedy (except as provided in Section 5.4 hereof) of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders
or the Certificateholders against the Seller with respect to a Repurchase Event
shall be to require the Seller to repurchase Receivables pursuant to this
Section 6.2. With respect to all Receivables repurchased pursuant to this
Section 6.2, the Purchaser shall assign to the Seller, without recourse,
representation or warranty, all the Purchaser's right, title and interest in and
to such Receivables, and all security and documents relating thereto.
6.3 Seller's Assignment of Purchased Receivables. With respect
to all Receivables repurchased by the Seller pursuant to this Agreement, the
Purchaser shall assign, without recourse, representation or warranty, to the
Seller all the Purchaser's right, title and interest in and to such Receivables,
and all security and documents relating thereto.
6.4 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing Agreement,
convey the Receivables to the Trust and assign its rights under this Agreement
to the Trust for the benefit of the Noteholders and the Certificateholders, and
that the representations and warranties contained in this Agreement and the
rights of the Purchaser under Sections 6.2 and 6.3 hereof are intended to
benefit the Trust, the Owner Trustee, the Noteholders and the
Certificateholders. The Seller hereby consents to such conveyance and
assignment.
(b) The Trust will, pursuant to the Indenture, pledge the Receivables and
its rights under this Agreement to the Indenture Trustee for the benefit of the
Noteholders, and that the representations and warranties contained in this
Agreement and the rights of the Purchaser under this Agreement, including under
Sections 6.2 and 6.3 are intended to benefit the Indenture Trustee and the
Noteholders. The Seller hereby consents to such pledge.
6.5 Amendment. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Seller and the
Purchaser; provided, however, that any such amendment that materially adversely
affects the rights of the Noteholders or the Certificateholders under the
Indenture, Sale and Servicing Agreement or Trust Agreement shall be consented to
by the Noteholders of Notes evidencing not less than a majority of the Notes
Outstanding and the Certificateholders of Certificates evidencing not less than
a majority of the Aggregate Certificate Balance.
6.6 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the characteristics of the
Receivables described in the Schedule of Receivables and will compare those
characteristics to the information with respect to the Receivables contained in
the Prospectus.
(b) The Seller will cooperate with the Purchaser and PricewaterhouseCoopers
LLP in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review set forth in Section
6.6(a) above and to deliver the letters required of them under the Underwriting
Agreement.
(c) PricewaterhouseCoopers LLP will deliver to the Purchaser a letter,
dated the Closing Date, in the form previously agreed to by the Seller and the
Purchaser, with respect to the financial and statistical information contained
in the Prospectus under the caption "Delinquencies, Repossessions and Net
Losses" and with respect to such other information as may be agreed in the form
of letter.
6.7 Waivers. No failure or delay on the part of the Purchaser
in exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.
6.8 Notices. All communications and notices pursuant hereto to
either party shall be in writing or by facsimile and addressed or delivered to
it at its address as shown below or at such other address as may be designated
by it by notice to the other party and, if mailed or sent by facsimile, shall be
deemed given when mailed or when transmitted by facsimile.
To Seller: Ford Motor Credit Company
Ford Motor Company World Headquarters
Office of the General Counsel
Xxx Xxxxxxxx Xxxx
Xxxxx 0000-X0
Xxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
Facsimile No.: (000) 000-0000
To Purchaser: Ford Credit Auto Receivables Two LLC
c/o Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
Facsimile No.: (000) 000-0000
6.9 Costs and Expenses. The Seller will pay all expenses
incident to the performance of its obligations under this Agreement and the
Seller agrees to pay all reasonable out-of-pocket costs and expenses of the
Purchaser, excluding fees and expenses of counsel, in connection with the
perfection as against third parties of the Purchaser's right, title and interest
in and to the Receivables and the enforcement of any obligation of the Seller
hereunder.
6.10 Survival. The respective agreements, representations,
warranties and other statements by the Seller and the Purchaser set forth in or
made pursuant to this Agreement shall remain in full force and effect and will
survive the closing under Section 2.2 hereof and any sale, transfer or other
assignment of the Receivables by the Purchaser.
6.11 Confidential Information. The Purchaser agrees that it
will neither use nor disclose to any Person the names and addresses of the
Obligors, except in connection with the enforcement of the Purchaser's rights
hereunder, under the Receivables, under any Sale and Servicing Agreement or as
required by law.
6.12 Headings and Cross-References. The various headings in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to Section names or numbers are to such Sections of this Agreement.
6.13 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
6.14 Counterparts. This Agreement may be executed in two or
more counterparts and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
6.15 Further Assurances. Seller and Purchaser will each, at
the request of the other, execute and deliver to the other all other instruments
that either may reasonably request in order to perfect the conveyance, transfer,
assignment and delivery to Purchaser of the rights to be conveyed, transferred,
assigned and delivered and for the consummation of this Agreement.
IN WITNESS WHEREOF, the parties hereby have caused this
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.
FORD MOTOR CREDIT COMPANY
By:Xxxxx X. Xxxxx-Sulfaro______
Name: Xxxxx X. Xxxxx-Xxxxxxx
Title: Assistant Secretary
FORD CREDIT AUTO RECEIVABLES
TWO LLC
By:Xxxxx X. Xxxxx-Sulfaro________
Name: Xxxxx X. Xxxxx-Xxxxxxx
Title: Assistant Secretary
A-20
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of September 1, 2001 (the "Purchase Agreement"), between the
undersigned and FORD CREDIT AUTO RECEIVABLES TWO LLC (the "Purchaser"), the
undersigned does hereby assign, transfer and otherwise convey unto the
Purchaser, without recourse, all right, title and interest of the undersigned,
whether now owned or hereafter acquired, in and to the following: (i) the
Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder
on or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Receivables from claims on any physical damage, credit life,
credit disability, or other insurance policies covering the Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files; (vii) payments and proceeds with respect to the Receivables held by the
Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing. The foregoing conveyance
does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or any
other Person in connection with the Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of September 1, 2001.
FORD MOTOR CREDIT COMPANY
By:____________________________
Name:
Title:
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
X-00
Xxxxxxxx X-0
Location of Receivable Files
at Ford Credit Branch Offices
Akron
175 Montrose Xxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Albany
0 Xxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Albuquerque
0000 Xxxxxx Xxxx., X.X.
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Amarillo
0000 X. Xxxxxxxx
Xxxx. X, Xxxxx 000
Xxxxxxxx, XX 00000
Anchorage
0000 X Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Appleton
00 Xxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Athens
0000 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
Atlanta-North
North Park Town Center
Xxxx. 000, Xxxxx 000
0000 Xxxxxxxxx Xx. X.X.
Xxxxxxx, XX 00000
Atlanta-South
0000 Xxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000
Atlanta/CL
0000 Xxxxxxxxx Xxx. X
Xxxxx 000 Xxxx
Xxxxxxx, XX 00000
Atlantic Region District Xxxxxx
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Austin
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, XX 00000
Baltimore
Xxxxxxxx Corporate
Center One
0000 Xxxxxxxx Xxxx.
Suite 000
Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Baltimore Service Center
0000 Xxxxxxxx Xxxxxxx Xx.
Xxxxxxxx, XX 00000
Beaumont
0000 Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Billings
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Birmingham
0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Boston-North
Xxx Xxxx Xxxxx
0xx Xxxxx
Xxxxxxx, XX 00000-0000
Boston-South
Southboro Place
0xx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Bristol
Landmark Center-
Suite A
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Buffalo
00 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Cape Girardeau
0000-X X. Xx. Xxxxxx Xx.
Xxxx Xxxxxxxxx, XX 00000
Charleston
Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 XxXxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
Charlotte
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Charlotte/CL
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Chattanooga
0 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Cheyenne
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Chicago-East
Xxx Xxxxx Xxxxx
Xxxxx X
Xxxxxxx, XX 00000
Chicago-North
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Chicago-West
0000 X. Xxxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxxxx, XX 00000
Chicago/CL
000 XxXxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Cincinnati
0000 Xxxxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Cleveland
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000-0000
Colorado Springs
0000 Xxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Columbia
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Columbus
Metro V, Suite 470
000 Xxxxx Xxxxx X
Xxxxxx, XX 00000
Coral Springs
0000 X. Xxxxxxxxxx Xx.
Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
Corpus Christi
0000 Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
Xxxxxx
Xxxxxxxx Forum
Suite 600
000 X. Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dallas/XX
Xxxxxxxx Forum
Suite 650
000 X. Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Davenport
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Decatur
000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Denver
0000 X. Xxxxxxxx Xxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Des Moines
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
X. Xxx Xxxxxx, XX 00000
Detroit-North
0000 X. Xxxx Xxxx Xxxx
Xxxxx 000
Xxxx, XX 00000
Detroit-West
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Detroit/CL
Xxx Xxxxxxxx Xxxx.
Xxxxx 000X
Xxxxxxxx, XX 00000
Dothan
000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
El Paso
0000 Xxxxxx Xxx Xxxxxx
Xxxxx 000
Xx Xxxx, XX 00000
Eugene
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Falls Church
0000 Xxxxxxxxxx Xxxx
Xxxxx 000
XxXxxx, XX 00000
Fargo
0000 00xx Xxx. Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Fayetteville
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Findlay
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Ft. Xxxxx
00000 Xxxxxxx Xxxxx Xx.
Xxxx Xxxxx, XX 00000
Ft. Xxxxx
Xxxxxx Xxxx Xxxxx
Xxxxx 000
0000 Xxxx Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Grand Junction
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxx Xxxxxxxx, XX 00000
Grand Rapids
0000 Xxxxxxxxxx Xxxxx XX
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Greensboro
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Greenville Service Center
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Harlingen
0000 Xxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Harrisburg
0000 Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Henderson
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxx Service Center
X.X. Xxx 000000
Xxx Xxxxx, Xxxxxx 00000-0000
Honolulu
Ala Moano Pacific Center
Xxxxx 000
0000 Xxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Houston-North
000 X. Xxx Xxxxxxx Xxxx. X.
Xxxxx 000
Xxxxxxx, XX 00000
Houston-West
000 Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Huntington
0000 X.X. Xxxxx 00 *
Xxx, XX 00000
Indianapolis
0000 Xxxxxx Xxxxx Xxxx.
Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Irving Service Center
0000 Xxxxxx Xxxx.
Xxxxxx, XX 00000
Jackson
000 Xxxxx Xxxxxxxxx
Xxxxx X
Xxxxxxxxx, XX 00000
Jacksonville
Suite 310
0000 Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
Jefferson City
000 Xxxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Kansas City
0000 Xxxx 000xx Xxxxxx
Xxxx. #00, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Knoxville
0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxxxxxx
Xxxxxx Xxxxxx Xxxx
Xxxxx 000
000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Lansing
0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
Las Vegas
000 X Xxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxx, XX 00000
Little Rock
0000 Xxxxxxxxxx Xx.
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Long Island
Xxx Xxxxxxx Xxxxx
0xx Xxxxx Xxxx X
Xxxxxxx, XX 00000
Louisville
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Lubbock
0000 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Macon
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Manchester
0 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Memphis
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Miami
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, XX 00000
Midland
00 Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Milwaukee
00000 X. Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Minneapolis
One Southwest Crossing
Suite 308
00000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Mobile
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxx, XX 00000-0000
Nashville
Highland Ridge
Xxxxx 000
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Nashville Service Center
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
National Recovery Center
0000 X. Xxxxxxxxx
Xxxx, XX 00000
New Haven
00 Xxxxxx Xxx.
Xxxxxxxxxxx, XX 00000
New Jersey-Central
000 Xxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
New Jersey-North
00 Xxxxx Xxxx Xxxxxx
0xx Xxxxx
Xxxx Xxxxxxx, XX 00000
New Jersey-South
00000 XxxXxxxxxxx Xx.
Xxxxx 000 Xxxx
Xx. Xxxxxx, XX 00000
New Orleans
Lakeway III
0000 X. Xxxxxxxx Xxxx.
Xxxxx 0000
Xxxxxxxx, XX 00000
Norfolk
Greenbrier Pointe
Suite 350
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Oklahoma City
Xxxxxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxxxxx Xxx Xx.
Xxxxxxxx Xxxx, XX 00000
Omaha
00000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000-0000
Omaha Customer Service Center
00000 Xxxxx Xxxxxx
Xxxxx, XX 00000
Nashville Customer Service Center
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Orange
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Orange/CL
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Orlando
0000 Xxxxxxxx Xxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Pasadena
000 X. Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Pensacola
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xx 00000
Philadelphia
Bay Colony Executive Park
Suite 100
000 X. Xxxxxxxxxx Xx.
Xxxxx, XX 00000
Philadelphia/CL
000 X. Xxxxx Xx.
Xxxxx 000
Xxxx xx Xxxxxxx, XX 00000
Phoenix
0000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Pittsburgh
Xxxxxx Xxxxx 0
000 Xxxxxxx Xxxxx
0xx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Portland, ME
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Portland, OR
00000 X.X. Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Raleigh
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Richmond
000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Roanoke
0000 Xxxxxx Xxxxxx Xxxx.
Xxxxx 0
Xxxxxxx, XX 00000
Sacramento
0000 Xxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Saginaw
0000 Xxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000
Salt Lake City
000 X. 0000 X.
Xxxxx 000
Xxxxxx, XX 00000
Santa Xxx Central Collections
000 Xxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
San Antonio
000 X.X. Xxxx 000
Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
San Bernardino
0000 Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
San Diego
0000 Xxxxxx Xxx Xxx X.
Xxxxx 0000
Xxx Xxxxx, XX 00000
San Francisco
0000 Xxxxxxxxxx Xxxx Xx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
San Francisco/CL
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx XX 00000
San Xxxx
0000 XxXxxxxx Xxxx.
Xxxxx 000
Xxxxxxxx, XX 00000
Savannah
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Seattle
00000 X.X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000-0000
Shreveport
Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
South Bay
000 X. Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxx, XX 00000
South Bend
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Spokane
000 Xxxxx Xxxxxx Xx.
Xxxxx 000
Xxxxxxx, XX 00000-0000
Springfield
0000 X. Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
St. Louis
0000 Xxxxx Xxxx Xxxxxxxxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
St. Xxxx
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Syracuse
0000 Xxxxxxxxxx Xxxx.
XxXxxx, XX 00000
Tampa
Lincoln Pointe, Suite 800
0000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Tampa Service Center
0000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Terre Haute
0000 X. Xxxxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Tulsa
0000 Xxxx 00xx Xx.
Xxxxx 000
Xxxxx, XX 00000
Ventura
000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Washington, D.C.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, XX 00000
Westchester
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Western Carolina
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxxxx, XX 00000
Wichita
0000 Xxxx 00xx
Xxxxxxx, XX 00000
Schedule A-2
Location of Receivable Files
at Third Party Custodians of Ford Credit
Security Archives
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
MSX International, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Iron Mountain Records Management
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
AA-1
APPENDIX A
Definitions and Usage
Schedule B - Receivables Purchase Price
Total net cash proceeds from the
Underwriters for purchase of the
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes,
and Class B Notes
received by Purchaser $3,217,678,851.71
less Reserve Account Deposit $(16,999,999.57)
equals the total cash received by
Purchaser available for transfer
to Ford Credit as Seller1 $3,200,678,852.14
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Receivables Purchase Price2 $3,453,379,912.32
minus the total cash received by
Purchaser available for transfer to
Ford Credit as Seller $3,200,678,852.14
equals the difference (and
Deemed Capital Contribution
from Ford Credit) of: $252,701,060.18
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1 The Class C Certificates and the Class D Certificates are retained by the
Purchaser and are not available for transfer to Ford Credit.
2 The Seller and the Purchaser have determined that the Receivables
Purchase Price equals the fair market value of the Receivables and the related
property and the fair market value is calculated as 105% of the adjusted pool
balance (or equal to 101.57% of the original pool balance for purposes of the
calculations).
