Ex 10.1
PURCHASE AGREEMENT
between
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
as Seller
and
MMCA AUTO RECEIVABLES TRUST II
as Purchaser
Dated as of December 1, 2002
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS AND USAGE........................................1
ARTICLE II - PURCHASE AND SALE OF RECEIVABLES............................1
Section 2.1 Purchase and Sale of Receivables.................1
Section 2.2 Payment of the Purchase Price....................2
Section 2.3 The Closing......................................3
Section 2.4 Authorization to File Financing Statements.......3
ARTICLE III - REPRESENTATIONS AND WARRANTIES.............................3
Section 3.1 Representations and Warranties
of the Purchaser.................................3
Section 3.2 Representations and
Warranties of the Seller.........................4
ARTICLE IV - CONDITIONS.................................................10
Section 4.1 Conditions to Obligations of the Purchaser......10
Section 4.2 Conditions to Obligation of the Seller..........11
ARTICLE V - COVENANTS OF THE SELLER.....................................11
Section 5.1 Protection of Right, Title and Interest.........11
Section 5.2 Other Liens or Interests........................12
Section 5.3 Costs and Expenses..............................13
Section 5.4 Indemnification.................................13
Section 5.5 Sale............................................13
ARTICLE VI - MISCELLANEOUS PROVISIONS...................................13
Section 6.1 Obligations of Seller...........................13
Section 6.2 Repurchase Events...............................14
Section 6.3 Purchaser's Assignment of
Repurchased Receivables.........................14
Section 6.4 Trust...........................................14
Section 6.5 Amendments......................................14
Section 6.6 Accountants' Letters............................15
Section 6.7 Waivers.........................................15
Section 6.8 Notices.........................................15
Section 6.9 Costs and Expenses..............................15
Section 6.10 Representations of the Seller
and the Purchaser.............................15
Section 6.11 Confidential Information......................15
Section 6.12 Headings and Cross-References.................16
Section 6.13 Governing Law.................................16
Section 6.14 Agreements of Purchaser.......................16
Section 6.15 Counterparts..................................16
Exhibits
Form of First-Tier Assignment ....................................Exhibit A
Schedule of Receivables ..........................................Exhibit B
Schedules
Locations of Receivables Files ..................................Schedule A
PURCHASE AGREEMENT, dated as of December 1, 2002 (as amended,
supplemented or otherwise modified and in effect from time to time, this
"Agreement"), by and between MITSUBISHI MOTORS CREDIT OF AMERICA, INC., a
Delaware corporation (the "Seller"), having its principal executive office at
0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, and MMCA AUTO RECEIVABLES
TRUST II, a Delaware statutory trust (the "Purchaser"), having its principal
executive office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000.
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 sports-utility vehicles from motor vehicle dealers; and
WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (such capitalized term and the other
capitalized terms used herein have the meanings assigned thereto pursuant to
Article I hereof), which Receivables and other property related thereto will
be sold by the Purchaser, pursuant to the Sale and Servicing Agreement, to the
Trust to be created 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 receipt and sufficiency of which are hereby acknowledged by the parties
hereto, 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 to the Indenture (the "Indenture"), dated as of December 1,
2002, between MMCA Auto Owner Trust 2002-5, as issuer, and Bank of
Tokyo-Mitsubishi Trust Company, as indenture trustee, which also contains
rules as to usage that shall be applicable herein. The term "Seller" herein
shall mean Mitsubishi Motors Credit of America, Inc, its successors and
assigns.
ARTICLE II - PURCHASE AND SALE OF RECEIVABLES
Section 2.1 Purchase and Sale of Receivables.
On the Closing Date, subject to the terms and conditions of this
Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, the Receivables set forth in the related
Schedule of Receivables and the other property relating thereto (as described
below).
Subject to satisfaction of the conditions set forth in Section 4.1,
on the Closing Date, and simultaneously with the transactions to be
consummated pursuant to the Indenture, the Sale and Servicing Agreement and
the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment,
sell, transfer, assign and otherwise convey to the Purchaser, without recourse
(subject to the obligations herein), all right, title and interest of the
Seller, whether now owned or hereafter acquired, in, to and under the
following, collectively:
(i) the Receivables;
(ii) with respect to Receivables that are Actuarial Receivables,
monies due thereunder after the Cutoff Date (including any Payaheads)
and, with respect to Receivables that are Simple Interest
Receivables, monies received thereunder after the Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the
Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to the
Receivables from claims on any physical damage, theft, credit life or
disability insurance policies covering the related Financed Vehicles
or the related Obligors;
(v) all rights to receive proceeds with respect to the Receivables
from recourse to Dealers thereon pursuant to the Dealer Agreements;
(vi) all of the Seller's rights to the Receivable Files that
relate to the Receivables;
(vii) all payments and proceeds with respect to the Receivables
held by the Seller;
(viii) all property (including the right to receive Liquidation
Proceeds and Recoveries and Financed Vehicles and the proceeds
thereof acquired by the Seller pursuant to the terms of a Receivable
that is a Final Payment Receivable), guarantees and other collateral
securing a Receivable (other than a Receivable purchased by the
Servicer or repurchased by the Seller);
(ix) all 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.
It is the intention of the Seller and the Purchaser that the transfer
and assignment of the Receivables and the other property described in clauses
(i) through (x) of this Section 2.1 shall constitute a sale of the Receivables
and such other property from the Seller to the Purchaser, conveying good title
thereto free and clear of any liens, and the Receivables and such other
property shall 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 or
similar law. However, in the event that the foregoing transfer and assignment
is deemed to be a pledge, the Seller hereby grants to the Purchaser a first
priority security interest in all of the Seller's right to and interest in the
Receivables and other property described in the preceding paragraph to secure
a loan deemed to have been made by the Purchaser to the Seller in an amount
equal to the sum of the initial principal amount of the Notes plus accrued
interest thereon and the Initial Certificate Balance.
Section 2.2 Payment of the Purchase Price.
Receivables Purchase Price. In consideration for the Receivables, the
other property described in Section 2.1 and delivery of the Yield Supplement
Agreement, the Purchaser shall, on or prior to the Closing Date, pay to or
upon the order of the Seller the Receivables Purchase Price. An amount equal
to $331,071,728.07 of the Receivables Purchase Price shall be paid to the
Seller in cash. The remainder of the Receivables Purchase Price shall be paid
by crediting the Seller with a contribution to the capital of the Purchaser.
The portion of the Receivables Purchase Price to be paid in cash shall be by
federal wire transfer (same day) funds.
Section 2.3 The Closing. The sale and purchase of the Receivables
shall take place at a closing (the "Closing") at the offices of Skadden, Arps,
Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 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, the Yield
Supplement Agreement and other property described in Section 2.1 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 Trust 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 the
Notes to the Persons named therein.
Section 2.4 Authorization to File Financing Statements. The Seller
hereby authorizes the filing of any financing statements or continuation
statements, and amendments to financing statements, in any jurisdictions and
with any filing offices as the Purchaser may determine, in its sole
discretion, are necessary or advisable to perfect the security interest
granted to the Purchaser in connection herewith. Such financing statements may
describe the collateral in the same manner as described in any security
agreement or pledge agreement entered into by the parties in connection
herewith or may contain an indication or description of collateral that
describes such property in any other manner as the Purchaser may determine, in
its sole discretion, is necessary, advisable or prudent to ensure the
perfection of the security interest in the collateral granted to the Purchaser
in connection herewith including, without limitation, describing such property
as "all assets" or "all personal property."
ARTICLE III - REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to the Seller as of the date hereof,
the Closing Date:
(a) Organization, etc. The Purchaser has been duly established and is
validly existing as a statutory trust in good standing under the laws of the
State of Delaware, with the power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted, and had at all relevant times, and has, the power,
authority, and legal right to acquire and own the Receivables, and has the
power and authority to execute and deliver this Agreement and to carry out its
terms.
(b) Due Qualification. The Purchaser is duly qualified to do business
as a foreign business trust in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease
of property or the conduct of its business shall require such qualifications.
(c) Due Authorization and Binding Obligation. This Agreement has been
duly authorized, executed and delivered by the Purchaser, and is the valid,
binding and enforceable obligation of the Purchaser except as the same may be
limited by insolvency, bankruptcy, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general equity
principles.
(d) No Violation. The execution, delivery and performance by the
Purchaser of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under,
its Certificate of Trust or its amended and restated trust agreement, or
conflict with, or breach any of the terms or provisions of, or constitute
(with or without notice or lapse of time or both) a default under, any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Purchaser is a party or by which the Purchaser is bound or to which any of its
properties are subject, or result in the creation or imposition of any lien
upon any of its properties pursuant to the terms of any such indenture,
agreement, mortgage, deed of trust or other instrument (other than this
Agreement), or violate any law, order, rule, or regulation, applicable to the
Purchaser or its properties, of any federal or state regulatory body, any
court, administrative agency, or other governmental instrumentality having
jurisdiction over the Purchaser or any of its properties.
(e) No Proceedings. No proceedings or investigations are pending to
which the Purchaser is a party or of which any property of the Purchaser is
the subject, and, to the best knowledge of the Purchaser, no such proceedings
or investigations are threatened or contemplated by governmental authorities
or threatened by others, other than such proceedings or investigations 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 which do not (i) assert the invalidity of this Agreement, (ii)
seek to prevent the consummation of any of the transactions contemplated by
this Agreement or (iii) seek any determination or ruling that might materially
and adversely affect the performance by the Purchaser of its obligations
under, or the validity or enforceability of, this Agreement.
Section 3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as of
the date hereof, 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, with the power and authority to own its
properties and to conduct its business as such properties are
currently owned and such business is presently conducted, 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 or lease of its property requires such
qualification.
(ii) Power and Authority; Binding Obligation. The Seller has full
power and authority to sell and assign the property sold and assigned
to the Purchaser hereunder on the Closing Date and has duly
authorized such sales and assignments to the Purchaser by all
necessary corporate action. This Agreement and the First-Tier
Assignment has been duly authorized, executed and delivered by the
Seller, and in each case 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 execution, delivery and performance by the
Seller of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not
conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time
or both) a default under, the certificate of incorporation or bylaws
of the Seller, or conflict with, or breach any of the terms or
provisions of, or constitute (with or without notice or lapse of time
or both) a default under, any indenture, agreement, mortgage, deed of
trust or other instrument to which the Seller is a party or by which
the Seller is bound or any of its properties are subject, or result
in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument (other than this Agreement), or
violate any law, order, rule or regulation, applicable to the Seller
or its properties, of any federal or state regulatory body, any
court, administrative agency, or other governmental instrumentality
having jurisdiction over the Seller or any of its properties.
(iv) No Proceedings. No proceedings or investigations are pending
to which the Seller is a party or of which any property of the Seller
is the subject, and, to the best knowledge of the Seller, no such
proceedings or investigations are threatened or contemplated by
governmental authorities or threatened by others, other than such
proceedings or investigations 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 do not
(i) assert the invalidity of this Agreement, (ii) seek to prevent the
consummation of any of the transactions contemplated by this
Agreement or (iii) seek any determinations or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement.
(v) Florida Securities and Investor Protection Act. In connection
with the offering of the Notes in the State of Florida, the Seller
hereby certifies that it has complied with all provisions of Section
517.075 of the Florida Securities and Investor Protection Act.
(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, except to
the extent otherwise provided in the following representations and warranties,
but shall survive the sale, transfer, and assignment of the Receivables to the
Purchaser hereunder and the subsequent assignment and transfer of the
Receivables pursuant to the Sale and Servicing Agreement:
(i) Characteristics of Receivables. Each Receivable (a) shall have
been originated (x) in the United States of America by a Dealer for
the consumer or commercial sale of a Financed Vehicle in the ordinary
course of such Dealer's business or (y) by the Seller in connection
with the refinancing by the Seller of a motor vehicle retail
installment sale contract of the type described in subclause (x)
above, shall have been fully and properly executed by the parties
thereto, shall have been purchased by the Seller from such Dealer
under an existing Dealer Agreement with the Seller (unless such
Receivable was originated by the Seller in connection with a
refinancing), and shall have been validly assigned by such Dealer to
the Seller in accordance with its terms (unless such Receivable was
originated by the Seller in connection with a refinancing), (b) shall
have created or shall create a valid, binding, subsisting and
enforceable first priority security interest in favor of the Seller
on the related Financed Vehicle, which security interest has been
validly assigned 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) in the
case of Standard Receivables, shall provide for monthly payments that
fully amortize the Amount Financed by maturity of the Receivable and
yield interest at the APR, (e) in the case of Balloon Payment
Receivables and Final Payment Receivables, shall provide for a series
of fixed level monthly payments and a larger payment due after such
level monthly payments that fully amortize the Amount Financed by
maturity and yield interest at the APR, (f) shall provide for, in the
event that such contract is prepaid, a prepayment that fully pays the
Principal Balance and all accrued and unpaid interest thereon, (g) is
a retail installment sale contract, (h) is secured by a new or used
automobile or sports-utility vehicle and (i) is an Actuarial
Receivable or a Simple Interest Receivable (and may also be a Balloon
Payment Receivable or a Final Payment 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 compact disk or other listing regarding the Receivables
made available to the Purchaser and its assigns (which compact disk
or other listing is required to be delivered as specified herein) is
true and correct in all respects.
(iii) Compliance with Law. Each Receivable and the sale of the
related Financed Vehicle shall have complied, at the time it was
originated or made, and shall comply on the Closing Date 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
Credit Billing 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, the Soldiers' and
Sailors' Civil Relief Act of 1940, the Texas Consumer Credit Code,
and State adaptations 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 in writing of
the Obligor, enforceable by the holder thereof in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights generally and by general principles
of equity.
(v) No Government Obligor. None of the Receivables is due from the
United States of America or any state or from any agency, department
or instrumentality of the United States of America or any state.
(vi) Security Interest in Financed Vehicle. Immediately prior to
the sale, assignment, and transfer thereof, each Receivable shall be
secured by a valid, subsisting and enforceable perfected first
priority security interest in the related Financed Vehicle in favor
of the Seller as secured party and, at such time as enforcement of
such security interest is sought, there shall exist a valid,
subsisting and enforceable first priority perfected security interest
in such Financed Vehicle for the benefit of the Seller and the
Purchaser, respectively (subject to any statutory or other lien
arising by operation of law after the Closing Date, or all necessary
and appropriate action with respect to such Receivables shall have
been taken to perfect a first priority security interest in such
Financed Vehicle for the benefit of the Seller and the Purchaser,
respectively.
(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, which security interest shall be assignable by the
Seller to the Purchaser.
(viii) No Waiver. No provision of a Receivable shall have been
waived in such a manner that such Receivable fails to meet all of the
representations and warranties made by the Seller in this Section
3.2(b) with respect thereto.
(ix) No Defenses. No right of rescission, setoff, counterclaim, or
defense shall have been asserted or threatened with respect to any
Receivable.
(x) No Liens. To the best of the Seller's knowledge, no liens or
claims shall have been filed for work, labor, or materials relating
to a Financed Vehicle that shall be liens prior to, or equal or
coordinate with, the security interest in the Financed Vehicle
granted by the Receivable.
(xi) No Default; Repossession. Except for payment defaults
continuing for a period of not more than 30 days or payment defaults
of 10% or less of a Scheduled Payment, in each case as of the Cutoff
Date, or the failure of the Obligor to maintain satisfactory physical
damage insurance covering the Financed Vehicle, no default, breach,
violation, or event permitting acceleration under the terms of any
Receivable shall have occurred; no continuing condition that with
notice or the lapse of time or both would constitute a default,
breach, violation, or event permitting acceleration under the terms
of any Receivable shall have arisen; the Seller shall not have waived
any of the foregoing; and no Financed Vehicle shall have been
repossessed as of the Cutoff Date.
(xii) Insurance. Each Contract shall require the related Obligor
to maintain physical damage insurance (which insurance shall not be
force placed insurance) covering the Financed Vehicle, in the amount
determined by the Seller in accordance with its customary procedures.
(xiii) Title. It is the intention of the Seller that each transfer
and assignment of the Receivables herein contemplated constitute a
sale of such Receivables from the Seller to the Purchaser and that
the beneficial interest in, and title to, such Receivables not be
part of the Seller's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy
law. No Receivable has been sold, transferred, assigned, or pledged
by the Seller to any Person other than the Purchaser. Immediately
prior to each transfer and assignment of the Receivables herein
contemplated, the Seller had good and marketable title to such
Receivables free and clear of all Liens, encumbrances, security
interests, and rights of others and, immediately upon the transfer
thereof, the Purchaser shall have good and marketable title to such
Receivables, free and clear of all Liens, encumbrances, security
interests, and rights of others; and the transfer has been perfected
by all necessary action under the Relevant UCC.
(xiv) Valid Assignment. No Receivable shall have been originated
in, or shall be subject to the laws of, any jurisdiction under which
the sale, transfer, and assignment of such Receivable under this
Agreement shall be unlawful, void, or voidable. The Seller has not
entered into any agreement with any obligor that prohibits, restricts
or conditions the assignment of any portion of the Receivables.
(xv) All Filings Made. All filings (including, without limitation,
filings under the Relevant UCC) necessary in any jurisdiction to give
the Purchaser a first priority perfected security interest in the
Receivables shall be made within 10 days of the Closing Date.
(xvi) Chattel Paper. Each Receivable constitutes "chattel paper"
as defined in the Relevant UCC.
(xvii) One Original. There shall be only one original executed
copy of each Receivable in existence.
(xviii) Principal Balance. Each Receivable had an original
principal balance (net of unearned pre-computed finance charges) of
not more than $60,000, and a remaining Principal Balance as of the
Cutoff Date of not less than $100.
(xix) No Bankrupt Obligors. No Receivable was due from an Obligor
who, as of the Cutoff Date, was the subject of a proceeding under the
Bankruptcy Code of the United States or was bankrupt.
(xx) New and Used Vehicles. Approximately 98.19% of the Adjusted
Pool Balance, constituting approximately 98.19% of the total number
of the Receivables, relate to new automobiles and sports-utility
vehicles, substantially all of which were manufactured or distributed
by Mitsubishi Motors. Approximately 0.58% of the Adjusted Pool
Balance, constituting approximately 0.96% of the total number of
Receivables, relate to used automobiles and sports-utility vehicle,
substantially all of which were manufactured or distributed by
Mitsubishi Motors. Approximately 0.58% of the Adjusted Pool Balance,
constituting approximately 0.85% of the total number of Receivables,
relate to program automobiles and sports-utility vehicles,
substantially all of which were manufactured or distributed by
Mitsubishi Motors.
(xxi) Origination. Each Receivable shall have an origination date
during or after January 1999.
(xxii) Maturity of Receivables. Each Receivable shall have, as of
the Cutoff Date, not more than 72 remaining Scheduled Payments due.
(xxiii) Weighted Average Number of Payments. As of the Cutoff
Date, the weighted average number of Scheduled Payments remaining
until the maturity of the Receivables shall be not more than 72
Scheduled Payments.
(xxiv) Annual Percentage Rate. Each Receivable shall have an APR
of at least 0% and not more than 30%.
(xxv) Scheduled Payments. No Receivable shall have a payment of
which more than 10% of such payment is more than 30 days overdue as
of the Cutoff Date.
(xxvi) Location of Receivable Files. The Seller has in its
possession all original copies of the Receivable Files. The
Receivable Files do not have any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person
other than the Purchaser. 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." The Receivable Files shall be kept at one
or more of the locations listed in Schedule A.
(xxvii) Capped Receivables and Simple Interest Receivables. Except
to the extent that there has been no material adverse effect on
Noteholders or Certificateholders, each Capped Receivable has been
treated consistently by the Seller as a Simple Interest Receivable
and payments with respect to each Simple Interest Receivable have
been allocated consistently in accordance with the Simple Interest
Method.
(xxviii) Other Data. The tabular data and the numerical data
relating to the characteristics of the Receivables contained in the
Prospectus are true and correct in all material respects.
(xxix) Last Scheduled Payments. The total Principal Balance of the
Last Scheduled Payments of Balloon Payment Receivables and Final
Payment Receivables, as a percentage of the Adjusted Pool Balance as
of the Cutoff Date, shall be not greater than 1.29%.
(xxx) Receivable Yield Supplement Amounts. An amount equal to the
sum of all projected Yield Supplement Amounts for all future Payment
Dates with respect to each Deferred Payment Receivable and each
Deferred Balloon Payment Receivable, assuming that no prepayments are
made on the Deferred Payment Receivable or the Deferred Balloon
Payment Receivable, as the case may be, has been deposited to the
Yield Supplement Account on or prior to the Closing Date.
(xxxi) Prepaid Receivables. No Receivable shall have been pre-paid
by more than six monthly payments as of the Cutoff Date.
(xxxii) Limited Credit Experience. The total Principal Balance of
the Receivables on which the Obligor has limited credit experience,
as a percentage of the total Principal Balance of all of such
Receivables as of the Cutoff Date, shall be not greater than 3.83%.
(xxxiii) Deferred Payment Receivables. As of the Cutoff Date,
$167,847,542.55 total Principal Balance of Deferred Payment
Receivables included in the Receivables had a first payment that, as
of the date of inception of the Receivable, was deferred for 300 days
or greater. As of the Cutoff Date, $49,131,304.40 total Principal
Balance of Deferred Payment Receivables included in the Receivables
had a first payment that, as of the date of inception of the
Receivable, was deferred for a period of between 200 and 299 days. As
of the Cutoff Date $19,210,877.78 total Principal Balance of Deferred
Payment Receivables included in the Receivables had a first payment
that, as of the date of inception of the Receivable, was deferred for
a period of between 100 and 199 days. As of the Cutoff Date
$3,010,029.99 total Principal Balance of Deferred Payment Receivables
included in the Receivables had a first payment that, as of the date
of inception of the Receivable, was deferred for a period of 99 days
or less. In no case will the first payment on a Deferred Payment
Receivable be due later than 450 days after the date of inception of
that Receivable.
(xxxiv) Long Def erment Period Receivables. As of the Cutoff Date,
$167,847,542.55 total Principal Balance of Deferred Payment
Receivables included in the Receivables were Long Deferment Period
Receivables.
(xxxv) Deferred Balloon Payment Receivables. As of the Cutoff
Date, $3,010,029.99 total Principal Balance of Deferred Balloon
Payment Receivables were originated with a deferral period of 90
days, and $19,210,877.78 total Principal Balance of Deferred Balloon
Payment Receivables were originated with a deferral period of 180
days.
(xxxvi) Modified Receivables. The APR of any Modified Receivable
is equal to the APR of the related Deferred Payment Receivable. The
date on which the final Scheduled Payment is due on a Modified
Receivable is not different than the date set forth in the related
Contract as the date on which the final Scheduled Payment under such
Receivable is due. No Deferred Payment Receivable became a Modified
Receivable after 90 days following the date the first Scheduled
Payment on the Receivable was due.
ARTICLE IV - CONDITIONS
Section 4.1 Conditions to Obligations of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:
(i) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct on the
Cutoff Date or on the Closing Date, as appropriate, 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.
(ii) Computer Files Marked. The Seller shall, at its own expense,
on or prior to the Closing Date, indicate in its computer files that
the Receivables have been sold to the Purchaser pursuant to this
Agreement and the First-Tier Assignment and deliver to the Purchaser
the Schedule of Receivables certified by an officer of the Seller to
be true, correct and complete.
(iii) Documents to be delivered by the Seller at the Closing.
(1) The First-Tier Assignment. At the Closing, the Seller will
execute and deliver the First-Tier Assignment in substantially the
form of Exhibit A.
(2) The Yield Supplement Agreement. At the Closing, the Seller
will execute and deliver the Yield Supplement Agreement.
(3) Evidence of UCC Filing. Within 10 days of the Closing Date,
the Seller shall record and file, at its own expense, a UCC
financing statement in each jurisdiction in which required by
applicable law, authorized by the Seller, as seller or debtor, and
naming the Purchaser, as purchaser or secured party, naming the
Receivables and the other property conveyed under Section 2.1 as
collateral, meeting the requirements of the laws of each such
jurisdiction and in such manner as is necessary to perfect the sale,
transfer, assignment and conveyance of the 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 within 10 days of the Closing Date.
(4) Other Documents. Such other documents as the Purchaser may
reasonably request.
(iv) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture, the Trust Agreement and the
Underwriting Agreement shall be consummated on the Closing Date.
Section 4.2 Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Receivables to the Purchaser on the Closing Date 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 Prices. (i) On or prior to the Closing Date,
the Purchaser shall deliver to the Seller the Receivables Purchase Price as
provided in Section 2.2.
ARTICLE V - COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows; provided, 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:
Section 5.1 Protection of Right, Title and Interest.
(a) The Seller shall authorize and file such financing statements and
cause to be authorized 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 under this Agreement in, to and under
the Receivables and the other property conveyed hereunder and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could, or might make any financing statement
or continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of Section 9-506(b) of the
Relevant UCC, unless it shall have given the Purchaser at least 60 days' prior
written notice thereof and shall have promptly filed appropriate amendments to
all previously filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least 60 days' prior written
notice of any relocation of its principal executive office or of any change in
its jurisdiction of organization if, as a result of such relocation or change,
the applicable provisions of the Relevant 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, continuation
statement or new financing statement. The Seller shall at all times maintain
each office from which it shall service Receivables, its principal executive
office, and its jurisdiction of organization 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 so that, from and
after the time of sale hereunder of the Receivables to the Purchaser, the
Seller's master computer records (including any back-up archives) that refer to
a Receivable shall indicate clearly the interest of the Purchaser in such
Receivable and that such Receivable is owned by the Purchaser (or, upon sale of
the Receivables to the Trust, by the Trust). Indication of the Purchaser's
ownership of a Receivable shall be deleted from or modified on the Seller's
computer systems when, and only when, the Receivable shall have been paid in
full or repurchased.
(f) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in any automobile or
sports-utility vehicle receivables (other than the Receivables) to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, compact
disks, records, or print-outs (including any restored from back-up archives)
that, if they shall refer in any manner whatsoever to any Receivable, shall
indicate clearly that such Receivable has been sold and is owned by the
Purchaser or its assignee unless such Receivable has been paid in full or
repurchased.
(g) The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit, and make copies of and abstracts
from the Seller's records regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser, within 10
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.
Section 5.2 Other Liens or Interests. Except for the conveyances
hereunder, 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 the 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.
Section 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, to and under the
Receivables.
Section 5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the failure of a Receivable to be
originated in compliance with all requirements of law and for any breach of any
of the Seller's representations and warranties contained herein.
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the use, ownership, or operation
by the Seller or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes, except for taxes on the net income of the
Purchaser, that may at any time be asserted against the Purchaser with respect
to the transactions contemplated herein and in the Yield Supplement Agreement,
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, damages, claims and
liabilities to the extent that such cost, expense, loss, damage, claim 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 the Yield Supplement Agreement, as the
case may be, or by reason of reckless disregard of the Seller's obligations and
duties under the Agreement or the Yield Supplement Agreement, as the case may
be.
(e) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against all costs, expenses, losses, damages, claims 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, damage, claim 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.
Section 5.5 Sale. The Seller agrees to treat this conveyance for all
purposes (including without limitation tax and financial accounting purposes) as
an absolute transfer on all relevant books, records, tax returns, financial
statements and other applicable documents.
ARTICLE VI - MISCELLANEOUS PROVISIONS
Section 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.
Section 6.2 Repurchase Events. The Seller hereby covenants and agrees
with the Purchaser for the benefit of the Purchaser, the Indenture Trustee, the
Owner 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) shall constitute an event obligating the Seller to repurchase
Receivables hereunder (each, a "Repurchase Event") at a price equal to the
Purchase Amount from the Purchaser or from the Trust. Subject to Section 5.4(a),
the repurchase obligation of the Seller shall constitute the sole remedy to the
Purchaser, the Indenture Trustee, the Owner Trustee, the Noteholders and the
Certificateholders against the Seller with respect to any Repurchase Event.
Section 6.3 Purchaser's Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to Section 6.2,
the Purchaser shall assign, without recourse, representation or warranty, to the
Seller all the Purchaser's right, title and interest in, to and under such
Receivables, and all security and documents relating thereto.
Section 6.4 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing Agreement,
sell the Receivables to the Trust on the Closing Date and assign its rights
under this Agreement and the Yield Supplement Agreement to the Owner Trustee 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 this Agreement, including under Sections 6.2 and 6.3, are
intended to benefit the Trust, the Noteholders and the Certificateholders. The
Seller hereby consents to such sale and assignment.
(b) The Trust will, pursuant to the Indenture, pledge the Receivables
and its rights under this Agreement and the Yield Supplement Agreement to the
Indenture Trustee for the benefit of the Noteholders, and 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 Noteholders. The Seller hereby consents to such pledge.
Section 6.5 Amendments.
(a) 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 Holders of
Notes evidencing not less than 51% of the then Outstanding Notes and the Holders
of Certificates evidencing not less than 51% of the Certificate Balance.
(b) Notwithstanding anything contained herein to the contrary, this Agreement
may be amended by the Seller and the Purchaser, but without the consent of any
of the Holders to add, modify or eliminate such provisions as may be necessary
or advisable in order to (a) cure any ambiguity, to revise, correct or
supplement any provisions herein, (b) enable the transfer to the Trust of all
or any portion of the Receivables to be derecognized by the Seller under GAAP,
(c) enable the Trust to avoid becoming a member of the Seller's consolidated
group under GAAP or (d) enable the Transferor or any Affiliate of the
Transferor or any of their Affiliates to otherwise comply with or obtain more
favorable treatment under any law or regulation or any accounting rule or
principle; provided, however, it shall be a condition to any such amendment
that the Rating Agency Condition be met; and provided, further, that no such
amendment shall be inconsistent with the derecognition by the Seller of the
Receivables under GAAP or cause the Purchaser to become a member of the
Seller's consolidated group under GAAP.
Section 6.6 Accountants' Letters.
(a) Ernst & Young LLP will perform certain procedures regarding the
characteristics of the Receivables described in the Schedule of Receivables set
forth as Exhibit B and will compare those characteristics to the information
with respect to the Receivables contained in the Prospectus.
(b) Seller will cooperate with the Purchaser and Ernst & Young LLP in
making available all information and taking all steps reasonably necessary to
permit such accountants to complete the procedures set forth in Section 6.6(a)
above and to deliver the letters required of them under the Underwriting
Agreement.
(c) Ernst & Young LLP will deliver to the Purchaser a letter, dated the
date of the Prospectus, 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 captions "Delinquency Experience," "Net Credit Loss
and Repossession Experience" and "Contracts Providing for Balloon Payments: Loss
Experience on Returned Vehicles," and with respect to such other information as
may be agreed in the forms of such letters.
Section 6.7 Waivers. No failure or delay on the part of the Purchaser
in exercising any power, right or remedy under this Agreement or any 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.
Section 6.8 Notices. All communications and notices pursuant hereto to
either party shall be in writing or by confirmed facsimile and addressed or
delivered to it at its address shown in the opening portion of this Agreement or
at such other address as may be designated by it by notice to the other party
and, if mailed or sent by facsimile, shall be deemed given when mailed or when
electronic confirmation of the facsimile is received.
Section 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, to and under the Receivables and the enforcement of any obligation of the
Seller hereunder.
Section 6.10 Representations of the Seller and the Purchaser. 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.
Section 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, the Sale and Servicing Agreement or as
required by law.
Section 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.
Section 6.13 Governing Law. This Agreement and each Assignment shall be
governed by, and construed in accordance with, the laws of the State of New York
without reference to its conflict of laws provisions (other than section 5-1401
of the general obligations law) and the rights and remedies of the parties
hereunder should be determined in accordance with such laws.
Section 6.14 Agreements of Purchaser.
(a) The Purchaser will not commingle any of its assets with those of
the Seller or the ultimate parent of the Purchaser.
(b) The Purchaser will maintain separate corporate records and books of
account from those of the Seller or the ultimate parent of the Purchaser.
(c) The Purchaser will conduct its business from an office separate
from the Seller or the ultimate parent of the Purchaser.
Section 6.15 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.
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.
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.,
as Seller
By: /s/ C.A. Xxxxxxx
Name: C. A. Xxxxxxx
Title: Executive Vice President
and General Manager
MMCA AUTO RECEIVABLES TRUST II,
as Purchaser
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Secretary & Treasurer
Exhibit A
[Form of First-Tier Assignment]
Dated: __________, _____
For value received, in accordance with the Purchase
Agreement, dated as of __________, _____, between the undersigned and MMCA
AUTO RECEIVABLES TRUST II (the "Purchaser") (as amended, supplemented or
otherwise modified and in effect from time to time, the "Purchase Agreement"),
the undersigned does hereby sell, assign, transfer and otherwise convey unto
the Purchaser, without recourse (subject to the obligations in the Purchase
Agreement), all right, title and interest of the undersigned, whether now
owned or hereafter acquired, in, to and under the following, collectively:
(i) the Receivables;
(ii) with respect to Receivables that are Actuarial Receivables,
monies due thereunder after the Cutoff Date (including
Payaheads) and, with respect to Receivables that are Simple
Interest Receivables, monies received thereunder after the
Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of
the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to the Receivables
from claims on any physical damage, theft, credit life or
disability insurance policies covering the related Financed
Vehicles or related Obligors;
(v) all rights to receive proceeds with respect to the Receivables
from recourse to Dealers thereon pursuant to the Dealer
Agreements;
(vi) all of the Seller's rights to the Receivable Files that relate
to the Receivables;
(vii) all payments and proceeds with respect to the Receivables held
by the Seller;
(viii) all property (including the right to receive Liquidation
Proceeds and Recoveries and Financed Vehicles and the proceeds
thereof acquired by the Seller pursuant to the terms of a
Receivable that is a Final Payment Receivable), guarantees and
other collateral securing a Receivable (other than a
Receivable purchased by the Servicer or repurchased by the
Seller);
(ix) all 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 sale does not constitute and is not intended to result in any
assumption by the Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other Person in connection with the Receivables, the
related Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.
This First-Tier 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.
In the event that the foregoing sale, assignment, transfer
and conveyance is deemed to be a pledge, the undersigned hereby grants to the
Purchaser a first priority security interest in all of the undersigned's right
to and interest in the Receivables and other property described in clauses (i)
through (x) above to secure a loan deemed to have been made by the Purchaser
to the undersigned in an amount equal to the sum of the initial principal
amount of the Notes plus accrued interest thereon and the Initial Certificate
Balance.
This First-Tier Assignment shall be construed in accordance
with the laws of the State of New York and the obligations of the undersigned
under this First-Tier Assignment shall be determined in accordance with such
laws.
Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in, or incorporated by
reference into, the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
First-Tier Assignment to be duly executed as of __________, _____.
MITSUBISHI MOTORS CREDIT
OF AMERICA, INC.
By: _______________________
Name:
Title:
Exhibit B
SCHEDULE OF RECEIVABLES PROVIDED TO
THE INDENTURE TRUSTEE ON THE CLOSING DATE,
WHICH MAY BE ON COMPACT DISK OR MICROFICHE
Schedule A
Locations of Receivables Files
Corporate Office
----------------
0000 Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
National Service Center
-----------------------
10805 Holder Street, Xxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
