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 May 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-C 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
($163,389,277.35) 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.
(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 (limited, in the case of mechanics' liens,
tax liens and liens attaching to the related Receivables by operation of law, to
the best of the Seller's knowledge) 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 have been made.
(xvi) Chattel Paper. Each Receivable
constitutes "chattel paper" as defined in the UCC.
(xvii) One Original. There shall be only
one original executed copy of each Receivable. The Seller, or its custodian,
has possession of such original with respect to each Receivable.
(xviii) New and Used Vehicles. 70.00% of
the aggregate Principal Balance of the Receivables, constituting 66.15% of the
number of Receivables, as of the Cutoff Date, represent vehicles financed at new
vehicle rates, and the remainder of the Receivables represent vehicles financed
at used vehicle rates.
(xix) Amortization Type. By aggregate
Principal Balance as of the Cutoff Date, 0.48% of the Receivables constitute
Actuarial Receivables and 99.52% of the Receivables constitute Simple Interest
Receivables.
(xx) Origination. Each Receivable
shall have an origination date on or after May 4, 1995.
(xxi) PRIMUS. 12.58% of the aggregate
Principal Balance of the Receivables as of the Cutoff Date represent Receivables
originated through PRIMUS and assigned to the Seller, and 87.42% of the
aggregate Principal Balance of the Receivables as of the Cutoff Date represent
Receivables that were originated through Ford Credit (excluding PRIMUS).
(xxii) 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 10.45%. The percentage of Receivables by
Principal Balance with remaining terms greater than 60 months is 5.42%.
(xxiii) Annual Percentage Rate. The Annual
Percentage Rate of each Receivable shall be not less than 0.01% and not greater
than 29.99%.
(xxiv) 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 May 1, 2001 and no Receivable shall have a payment
that is more than thirty (30) days overdue as of the Cutoff Date.
(xxv) 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.
(xxvi) 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.
(xxvii) Other Data. The numerical data
relating to the characteristics of the Receivables contained in the Prospectus
are true and correct in all material respects.
(xxviii) Agreement. The representations
and warranties in this Agreement shall be true.
(xxix) No Receivables Originated in
Alabama or Pennsylvania. No Receivable shall have been originated in Alabama or
Pennsylvania.
(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 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 (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. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five
(5) days' prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.
(c) The Seller shall give the Purchaser at least
sixty (60) days' prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement and shall
promptly file any such amendment or new financing statement. The Seller shall at
all times maintain each office from which it shall service Receivables, and its
principal executive office, within the United States of America.
(d) The Seller shall maintain accounts and
records as to each Receivable accurately and in sufficient detail to permit the
reader thereof to know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each).
(e) The Seller shall maintain its computer
systems, 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: /s/ Xxxxx X. Xxxxx-Xxxxxxx
Name: Xxxxx X. Xxxxx-Xxxxxxx
Title: Assistant Secretary
FORD CREDIT AUTO RECEIVABLES TWO LLC
By: /s/ Xxxxx X. Xxxxx-Xxxxxxx
Name: Xxxxx X. Xxxxx-Xxxxxxx
Title: Assistant Secretary
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of May 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 May 1, 2001.
FORD MOTOR CREDIT COMPANY
By: _______________________
Name:
Title:
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
Schedule A-1
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
X-0-0
Xxxxxxxx X-0
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
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,
Class A-5 Notes and Class B Notes
received by Purchaser $ 2,086,336,154.08
less Reserve Account Deposit $ (11,000,026.56)
equals the total cash received by
Purchaser available for transfer
to Ford Credit as Seller1 $ 2,075,336,127.52
Receivables Purchase Price2 $ 2,238,725,404.87
minus the total cash received by
Purchaser available for transfer to
Ford Credit as Seller $ (2,075,336,127.52)
equals the difference (and
Deemed Capital Contribution
from Ford Credit) of: $ 163,389,277.35
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1The Class C Certificates and the Class D Certificates are retained by the
Purchaser and are not available for transfer to Ford Credit.
2The 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 101.76% of the original pool balance for purposes of the calculations).
