EXHIBIT 99.3
RECEIVABLES PURCHASE AGREEMENT
between
AUTO LOAN FUNDING TRUST III,
as Seller
and
BEAR XXXXXXX ASSET BACKED FUNDING II INC.,
as Purchaser
Dated as of November 9, 2004
TABLE OF CONTENTS
Page
1. Definitions.............................................................1
2. Representations and Warranties of the Seller............................4
3. Conveyance of the Receivables...........................................4
4. Seller Covenants........................................................5
5. Survival of Representations and Obligations.............................6
6. Protection of Title to the Purchaser....................................6
7. Notices.................................................................7
8. Successors..............................................................7
9. Counterparts............................................................7
10. Applicable Law..........................................................7
11. Limitation of Liability of Owner Trustee................................7
EXHIBIT A..................................................................A-1
EXHIBIT B..................................................................B-1
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This RECEIVABLES PURCHASE AGREEMENT (this "Agreement"), dated as of
November 9, 2004, between AUTO LOAN FUNDING TRUST III, a Delaware statutory
trust (the "Seller"), and BEAR XXXXXXX ASSET BACKED FUNDING II INC., a
Delaware corporation (the "Purchaser").
PRELIMINARY STATEMENT
Subject to the terms and conditions of this Agreement, the Seller is
selling the Receivables to the Purchaser. The Seller acquired the Receivables
from the Purchaser pursuant to the receivables purchase agreement dated as of
October 7, 2003 (as amended, restated, modified or otherwise supplemented
from time to time, the "Receivables Purchase Agreement"), between the
Purchaser and the Seller. The Purchaser had previously acquired the
Receivables from Ford Motor Credit Company ("Ford Motor") pursuant to the
purchase and sale agreement dated as of September 1, 2003 (as amended,
restated, modified or otherwise supplemented from time to time, the "Purchase
and Sale Agreement"), between Ford Motor and the Purchaser. The Purchaser may
sell the Receivables to Whole Auto Loan Trust 2004-1, a Delaware statutory
trust (the "Issuer"). The Seller and the Purchaser each agree that following
such sale, Ford Motor will continue to service the Receivables pursuant to
the receivables servicing agreement dated as of September 1, 2003 (the
"Receivables Servicing Agreement"), between Ford Motor, as servicer (in such
capacity, the "Receivables Servicer"), and the Purchaser and the
acknowledgment and agreement dated as of November 9, 2004 (the
"Acknowledgment"), executed by Ford Motor.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
For all purposes of this Agreement, the following terms shall have
the meanings set forth below:
"Amount Financed" means, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs.
"Annual Percentage Rate" or "APR" of a Receivable means the annual
rate of interest stated in the Receivable.
"Collection Period" means each calendar month during the term of the
Receivables Servicing Agreement or, in the case of the initial Collection
Period, the period from and including the Cutoff Date to and including the
last day of the month in which the Cutoff Date occurred. Any amount stated
"as of the close of business of the last day of a Collection Period" gives
effect to all applications of Collections and all remittances or
distributions as of the end of the day on such last day.
"Collections" means all amounts collected by the Receivables
Servicer (from whatever source) on or with respect to the Receivables.
"Cutoff Date" means the open of business on October 1, 2004.
"Dealer" means the dealer who sold a Financed Vehicle and who
originated and assigned the respective Receivable to Ford Motor under an
existing agreement between such dealer and Ford Motor.
"Dealer Recourse" means, with respect to a Receivable, all recourse
rights relating to misrepresentation or fraud against the Dealer that
originated the Receivable and any successor Dealer.
"Deferred Repurchase Amount" means Liquidation Proceeds with respect
to a Liquidated Receivable that has been repurchased by the Receivables
Servicer pursuant to Section 3.8 of the Receivables Servicing Agreement.
"Financed Vehicle" means a new or used automobile or light-duty
truck, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.
"Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than tax liens, mechanics' liens, and any liens
that attach to the respective Receivable by operation of law.
"Liquidated Receivable" means (i) any Receivable that, by its terms,
is in default and as to which the Receivables Servicer has determined, in
accordance with its customary servicing procedures, that eventual payment in
full is unlikely or has repossessed and disposed of the Financed Vehicle, and
(ii) any Receivable with respect to which the related Obligor has become a
debtor in a bankruptcy proceeding.
"Liquidation Proceeds" means, with respect to any Liquidated
Receivable and any determination date, amounts collected from whatever source
during the related Collection Period on such Liquidated Receivable, net of
the sum of any amounts expended by the Receivables Servicer pursuant to its
customary standards, polices and procedures for the account of the Obligor
plus any amounts required by law to be remitted to the Obligor.
"Obligor" means the purchaser or co-purchasers of the Financed
Vehicle or any other Person who owes payments under a Receivable (not
including any Dealer in respect of Dealer Recourse).
"Person" means any individual, corporation, estate, partnership,
joint venture, limited liability company, association, joint stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.
"Principal Balance" of a Receivable, as of the open of business on
the Cutoff Date or as of the close of business on the last day of a
Collection Period, as applicable, means the Amount Financed minus the sum of:
(i) that portion of all Scheduled Payments actually received prior
to such date allocable to principal using the Simple Interest Method;
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(ii) any refunded portion of extended warranty protection plan
costs, or of physical damage, credit life, or disability insurance premiums
included in the Amount Financed and allocable to principal;
(iii) any payment of the Repurchase Amount or Deferred Repurchase
Amount with respect to the Receivable allocable to principal; and
(iv) any prepayment in full or any partial prepayments applied to
reduce the principal balance of the Receivable.
"Receivable" means a retail installment sale contract listed on the
schedule of receivables attached as Exhibit A hereto (the "Schedule of
Receivables") and any amendments, modifications or supplements to such retail
installment sale contract. The term "Receivable" does not include any
Repurchased Receivable.
"Receivables Files" means the documents specified in Section 2.1 of
the Purchase and Sale Agreement, but only to the extent they relate to the
Receivables.
"Repurchase Amount" means the amount, as of the close of business on
the last day of a Collection Period, required to be paid by an Obligor to
prepay in full the respective Receivable under the terms thereof.
"Repurchased Receivable" means a Receivable repurchased as of the
close of business on the last day of the respective Collection Period by the
Receivables Servicer pursuant to Section 3.7 of the Receivables Servicing
Agreement or pursuant to Section 6.2 of the Purchase and Sale Agreement.
"Scheduled Payment" means, for any Collection Period for any
Receivable, the amount indicated in such Receivable as required to be paid by
the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Receivables Servicing Agreement or
any rescheduling in any insolvency or similar proceedings).
"Simple Interest Method" means the method of allocating a fixed
level payment to principal and interest, such that the portion of such
payment that is allocated to interest is equal to the product of:
(i) the fixed rate of interest;
(ii) the unpaid principal balance; and
(iii) the number of days elapsed since the preceding payment of
interest was made divided by 365 days.
"Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.
Capitalized terms used and not otherwise defined herein (including
the Preliminary
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Statement) shall have the meanings assigned thereto in the amended and
restated trust agreement dated as of November 9, 2004 between Bear Xxxxxxx
Asset Backed Funding II Inc. and Chase Manhattan Bank USA, National
Association, as owner trustee (the "Trust Agreement").
2. Representations and Warranties of the Seller.
The Seller represents and warrants to, and agrees with, the
Purchaser that:
(a) This Agreement has been duly authorized, executed and delivered
by the Seller and constitutes a legal, valid and binding agreement of the
Seller, enforceable against the Seller in accordance with its terms, subject,
as to enforceability, to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(b) The Seller's assignment and delivery of the Receivables to the
Purchaser will transfer to the Purchaser all of the Seller's right, title and
interest therein, subject to no prior lien, mortgage, security interest,
pledge, adverse claim, charge or other encumbrance created by the Seller.
(c) With respect to the Receivables, Ford Motor has made the
representations and warranties set forth in Exhibit B hereto.
3. Conveyance of the Receivables.
Subject to the terms and conditions of this Agreement, the Seller
hereby sells, transfers and otherwise conveys to the Purchaser all of the
Seller's right, title and interest in, to and under the following property
whether now owned or existing or hereafter acquired or arising (collectively,
the "Purchased Property"):
(i) the Receivables;
(ii) monies received thereunder on or after the Cutoff Date
other than any subvention amounts paid by any vehicle manufacturer to the
Receivables Servicer in respect of any 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, warranties, debt cancellation agreements or other insurance
policies covering Financed Vehicles or Obligors;
(v) Dealer Recourse;
(vi) the Receivables Files;
(vii) payments and proceeds with respect to the
Receivables;
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(viii) all property (including the right to monies
collected from whatever source on a Liquidated Receivable, net of any amounts
required by law to be remitted to the Obligor) securing a Receivable;
(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 that at any
time constitute all or part of or are included in the proceeds of any of the
foregoing.
In consideration of the Purchaser's payment to the Seller of
$717,013,412.43 (the "Purchase Price"), the Seller does hereby irrevocably
sell, transfer, assign and otherwise convey to the Purchaser, without
recourse (subject to the obligations herein), all right, title and interest
of the Seller in, to and under the Purchased Property.
The sale, transfer, assignment and conveyance made hereunder shall
not constitute and is not intended to result in an assumption by the
Purchaser of any obligation of the Seller to the Obligors or any other Person
in connection with the Purchased Property or any agreement, document or
instrument related thereto. The Seller and the Purchaser intend that the
sale, transfer, assignment and conveyance of the Purchased Property and other
rights and property pursuant to this Section 3 shall be a sale and not a
secured borrowing. However, in the event that such transfer is deemed to be a
transfer for security, the Seller hereby grants to the Purchaser a first
priority security interest in all of the Seller's right, title and interest
in, to and under the Purchased Property whether now owned or existing or
hereafter acquired or arising and all proceeds thereof (including, without
limitation, "proceeds" as defined in the Uniform Commercial Code as in effect
from time to time in the state of New York) and all other rights and property
transferred hereunder to secure a loan in an amount equal to the Purchase
Price, and in such event, this Agreement shall constitute a security
agreement under applicable law. The Seller hereby authorizes the Purchaser or
its agents to file such financing statements and continuation statements as
the Purchaser may deem advisable in connection with the security interest
granted by the Seller pursuant to the preceding sentence.
4. Seller Covenants.
The Seller shall cause the following to occur:
(a) The Purchaser shall have received an opinion of Sidley Xxxxxx
Xxxxx & Xxxx LLP, in its capacity as counsel to the Purchaser, addressed to
the Purchaser and dated November 9, 2004, with respect to such matters as the
Purchaser requires, and the Seller shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.
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(b) The Purchaser shall have received copies of the Receivables
Purchase Agreement, the Purchase and Sale Agreement, the Receivables
Servicing Agreement and the Acknowledgment.
(c) The Purchaser shall have received an opinion of Xxxxxxxx,
Xxxxxx & Finger, P.A., in its capacity as counsel to the Seller, addressed to
the Purchaser and dated the Closing Date, with respect to such matters as the
Purchaser requires, and the Seller shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.
(d) The Purchaser shall have received evidence satisfactory to it
that, within ten days of the date hereof, UCC-1 financing statements have
been or are being filed in the office of the Secretary of State of the State
of Delaware reflecting the transfer of the interest of the Seller in the
Purchased Property and the proceeds thereof to the Purchaser.
The Seller will provide or cause to be provided to the Purchaser
such conformed copies of such opinions and documents as the Purchaser may
reasonably request.
5. Survival of Representations and Obligations.
The respective agreements, representations, warranties and other
statements of the Seller and the Purchaser set forth in or made pursuant to
this Agreement or contained in certificates of the Seller submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation or statement as to the results thereof made by or on behalf of
the Purchaser or the Seller or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Purchased Property.
6. Protection of Title to the Purchaser.
(a) The Seller shall file such financing statements and cause to be
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 Purchased Property 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
organizational structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of ss. 9-506(c)
or ss. 9-508(b) 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 have an obligation to give the Purchaser at
least 60 days' prior written notice of any change in the jurisdiction in
which it is organized 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.
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7. Notices.
All communications hereunder will be in writing and, if sent to the
Purchaser, will be mailed, delivered or telegraphed and confirmed to Bear
Xxxxxxx Asset Backed Funding II Inc., c/o Bear Xxxxxxx & Co. Inc., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile: (000) 000-0000,
Attention: Xxxxx Xxxxxx; and if sent to the Seller, will be mailed, delivered
or telegraphed, and confirmed to it at Auto Loan Funding Trust III, c/o Chase
Manhattan Bank USA, National Association c/o JPMorgan Chase, 000 Xxxxxxx
Xxxxxxxxxx Xxxx, XX0/XXX0, Xxxxxx, Xxxxxxxx 00000, facsimile: (000) 000-0000,
Attention: Institutional Trust Services, with a copy to Bear Xxxxxxx
Investment Products Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Facsimile: (000) 000-0000, Attention: Xxxxxxxx Xxxxx. Any such notice will
take effect at the time of receipt.
8. Successors and Assigns.
This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and their officers
and directors and controlling persons, and no other person will have any
right or obligations hereunder.
9. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement.
10. Applicable Law.
THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
11. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Chase Manhattan Bank USA, National
Association not in its individual capacity but solely in its capacity as
owner trustee (the "Owner Trustee") of the Seller and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity or any
beneficial owner of the Seller have any liability for the representations,
warranties, covenants, agreements or other obligations of the Seller
hereunder, as to all of which recourse shall be had solely to the assets of
the Seller. For all purposes of this Agreement, in the performance of any
duties or obligations of the Seller hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
AUTO LOAN FUNDING TRUST III
By Chase Manhattan Bank USA, National
Association, not in its individual
capacity, but solely as Owner Trustee
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BEAR XXXXXXX ASSET BACKED FUNDING II INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
EXHIBIT A
Information as to the Receivables as of October 1, 2004. This information may
be provided in the form of a computer tape or disk.
Loan ID Principal Balance Contract APR Maturity Date
------- ----------------- ------------ -------------
(on file with Sidley Xxxxxx Xxxxx & Xxxx LLP)
A-1
EXHIBIT B
Representations and Warranties with respect to the Receivables
The Seller makes the following representations and warranties with
respect to the Receivables, on which the Purchaser relies in purchasing such
Receivables. Unless otherwise indicated, such representations and warranties
speak as of October 1, 2003. Capitalized terms used and not defined herein
have the meaning(s) ascribed thereto in the Receivables Servicing Agreement.
Characteristics of Receivables. Each Receivable:
(a) has 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, has been fully and properly executed by the parties
thereto, has been purchased by Ford Motor Credit Company ("Ford Motor") from
such Dealer under an existing dealer agreement with Ford Motor, has been
validly assigned by such Dealer to Ford Motor and is payable in U.S. dollars;
(b) has created or will create a valid, subsisting, and enforceable
first priority security interest in favor of Ford Motor in the Financed
Vehicle, which security interest is assignable by Ford Motor to the
Purchaser;
(c) contains customary and enforceable provisions such that the
rights and remedies of the holder thereof are adequate for the practical
realization against the collateral of the benefits of the security;
(d) provides for level monthly payments (provided that the last
payment may be different but in no event more than twice the amount of the
level payment) that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate;
(e) provides for, in the event that such contract is prepaid, a
prepayment that fully pays the Principal Balance; and
(f) is a Simple Interest Receivable.
Schedule of Receivables. The information contained
in the Schedule of Receivables and the Computer Tape with respect to
the data fields included in Exhibit A to the Purchase and Sale
Agreement is complete, true and correct in all material respects as
of the Cutoff Date. No selection procedures believed to be adverse
to the Purchaser have been utilized in selecting the Receivables
from those receivables that meet the criteria contained in the
Purchase and Sale Agreement.
Compliance with Law. Each Receivable and the sale
of the Financed Vehicle complied at the time it was originated or
made and at the execution of this Agreement complies in all material
respects with all requirements of applicable federal, State, and
local laws, and regulations thereunder, including, without
limitation:
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(a) usury laws;
(b) the Federal Truth-in-Lending Act;
(c) the Equal Credit Opportunity Act;
(d) the Fair Credit Reporting Act;
(e) the Fair Debt Collection Practices Act;
(f) the Federal Trade Commission Act;
(g) the Xxxxxxxx-Xxxx Warranty Act;
(h) the Federal Reserve Board's Regulations B and Z;
(i) State adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code; and
(j) other applicable consumer credit laws and equal credit
opportunity and disclosure laws.
Binding Obligation. Each Receivable represents 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.
No Government Obligor. None of the Receivables is
due from the United States of America or any State, political
subdivision thereof, or from any agency, department, or
instrumentality of the United States of America or any State or
political subdivision thereof.
Security Interest in Financed Vehicle. Immediately
prior to the sale thereof, each Receivable is secured by a first
priority, validly perfected security interest in the Financed
Vehicle in favor of Ford Motor as secured party or all necessary and
appropriate actions have been commenced that would result in a first
priority, validly perfected security interest in the Financed
Vehicle in favor of Ford Motor as secured party.
Receivables in Force. As of the Cutoff Date, no
Receivable has been satisfied, subordinated, or rescinded, nor has
any Financed Vehicle been released from the lien granted by the
related Receivable in whole or in part.
No Waiver. No provision of a Receivable has been waived
or amended.
No Defenses. The Receivable will not be subject to any
right of rescission, set-off, counterclaim or defense.
No Liens. To the Seller's best knowledge, no liens
or claims exist for
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work, labor, or materials relating to a Financed Vehicle that are
liens prior to, or equal or coordinate with, the security interest
in the Financed Vehicle granted by the Receivable.
No Default. Except for payment defaults continuing
for a period of not more than 30 days as of the Cutoff Date, no
default, breach, violation, or event permitting acceleration under
the terms of any Receivable has occurred as of the Cutoff Date; 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 has arisen as of the
Cutoff Date; and Ford Motor will not waive any of the foregoing.
Insurance. With respect to each Receivable, Ford
Motor, in accordance with its customary standards, policies and
procedures, has determined that, as of the date of origination, the
Obligor had obtained or agreed to obtain physical damage insurance
covering the Financed Vehicle.
Title. It is the intention of the Seller that the
sale contemplated by this Agreement will constitute an absolute sale
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 an agent of the Seller under any bankruptcy
laws of the Receivables from the Seller to the Purchaser. The Seller
has not pledged, assigned, sold, granted a security interest in or
otherwise conveyed any of the Receivables to any Person other than
the Purchaser. Immediately prior to the sale and transfer
contemplated in this Agreement, 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 sale and transfer thereof, the Purchaser will
have good and marketable title to each Receivable, free and clear of
all Liens, encumbrances, security interests, participations and
rights of others; and the sale of Receivables has been perfected
under the UCC. The Seller has not authorized the filing of and is
not aware of any financing statements against the Seller that
includes a description of collateral covering the Receivables other
than any financing statements relating to the security interest
granted to the Purchaser under this Agreement or that has been
terminated.
Valid Assignment. No Receivable has been
originated in, or is subject to the laws of, any jurisdiction under
which the sale of such Receivable is unlawful, void, or voidable.
The Seller has not entered into any agreement with any Obligor that
prohibits, restricts or conditions the sale of any portion of the
Receivables.
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 will be made within 10 days of October 1, 2003.
Chattel Paper. Each Receivable constitutes "tangible
chattel paper" as defined in the UCC.
One Original. There is only one original executed
copy of each Receivable. Ford Motor, 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
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has been pledged, assigned or otherwise conveyed to any Person other
than Ford Motor. 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."
No Notice of Bankruptcy. As of the Cutoff Date,
the Seller has not received actual notice as of the Cutoff Date that
any Obligor is a debtor in a bankruptcy proceeding.
Origination. Each Receivable has an origination date on
or after February 3, 1998.
Maturity of Receivables. Each Receivable has an
original maturity of not greater than 72 months.
Annual Percentage Rates. The Annual Percentage Rate of
each Receivable is not less than 0.00% and not greater than 29.99%.
Scheduled Payments. As of the Cutoff Date, for
each Receivable, the related Obligor has made at least one scheduled
payment (other than any down payment) and no Receivable has a
scheduled payment that is more than 30 days overdue as of the Cutoff
Date (in each case, determined based on information available to the
Seller on the Cutoff Date; provided, however, that if it is
subsequently determined that a Receivable was delinquent as of the
Cutoff Date, the Depositor will be entitled to the remedies under
Section 6.2 of the Purchase and Sale Agreement with Ford Credit).
Location of Receivable Files. Each Receivable File
is kept at one or more offices of Ford Motor in the United States or
the offices of one of the custodians specified in Exhibit C to the
Receivables Servicing Agreement.
Extensions. As of the Cutoff Date, no Receivable
has had its original maturity extended.
Remaining Principal Balance. As of the Cutoff
Date, the Principal Balance remaining of each Receivable is in an
amount not less than $250 and not greater than $50,000.
Single Financed Vehicle. Each Receivable is secured
by only one Financed Vehicle.
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