SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 22, 1994
FORD CREDIT 1994-B GRANTOR TRUST
(Ford Credit Auto Receivables Corporation - Originator)
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-54125 38-2973806
- -------- -------- ----------
(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation I.D. No.)
The American Road, Dearborn, Michigan 48121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE>
Item 5. Other Events
Ford Credit 1994-B Grantor Trust (the "Trust"), originated by Ford Credit
Auto Receivables Corporation (the "Company"), under the laws of New York, has
registered with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, 7.30% Asset Backed Certificates, Class A, in the
aggregate principal amount of $1,098,627,554.60 (the "Certificates"),
pursuant to Registration Statement No. 33-54125. As of November 1, 1994,
Ford Motor Credit Company ("Ford Credit"), as seller, and the Company, as
purchaser, entered into a Purchase Agreement dated as of November 1, 1994,
(the "Purchase Agreement"), transferring from Ford Credit to the Company
property primarily consisting of retail installment sale contracts secured by
new and used automobiles and light trucks, certain monies due thereunder,
security interests in the vehicles financed thereby and certain other
property (the "Property"). As of November 1, 1994, Ford Credit, as servicer,
the Company, as seller, and Chemical Bank as Trustee, entered into a Pooling
and Servicing Agreement, dated as of November 1, 1994, creating the Trust and
transferring from the Company to the Trust the Property. In return for the
property, the Trust transferred to the Company Certificates in the principal
amount of $1,098,627,554.60 Detailed information on the pool of retail
installment sale contracts in the Trust and the servicing thereof is
contained within the Pooling and Servicing Agreement, the Purchase Agreement
and Prospectus filed herewith as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
EXHIBITS
Designation Description Method of
Filing
- ----------- ------------ ----------------
Exhibit 4.1 Purchase Agreement dated as of Filed with this
November 1, 1994 between Ford Motor Report.
Credit Company, as seller, and
Ford Credit Auto Receivables
Corporation, as purchaser.
Exhibit 4.2 Pooling and Servicing Agreement dated Filed with this
as of November 1, 1994, among Ford Report.
Motor Credit Company, as servicer,
Ford Credit Auto Receivables Corpor-
ation, as seller, and Chemcial Bank,
as trustee.
Exhibit 99 Prospectus dated November 8, 1994, Incorporated by
relating to the sale of Ford Credit reference from
1994-B Grantor Trust 7.30% Asset the Company's
Backed Certificates, Class A. filing of such
Prospectus with
the Commission
pursuant to its
Rule 424(b)(1)
on November 10,
1994.<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
Ford Credit 1994-B Grantor Trust
(Registrant)
Date: November 22, 1994 By:/s/R. P. Conrad
---------------------------------
R. P. Conrad
Assistant Secretary of Ford Credit
Auto Receivables Corporation,
originator of Trust
<PAGE>
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 4.1 Purchase Agreement dated as of
November 1, 1994 between Ford Motor
Credit Company, as seller, and
Ford Credit Auto Receivables
Corporation, as purchaser.
Exhibit 4.2 Pooling and Servicing Agreement dated
as of November 1, 1994, among Ford
Motor Credit Company, as servicer,
Ford Credit Auto Receivables Corpor-
ation, as seller, and Chemcial Bank,
as trustee.
Exhibit 99 Prospectus dated November 8, 1994,
relating to the sale of Ford Credit
1994-B Grantor Trust 7.30% Asset
Backed Certificates, Class A.
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of this 1st
day of November 1994, by and between FORD MOTOR CREDIT
COMPANY, a Delaware corporation (the "Seller"), having its
principal executive office at The American Road, Dear-
born, Michigan 48121, and FORD CREDIT AUTO RECEIVABLES
CORPORATION, a Delaware corporation (the "Purchaser"),
having its principal executive office at The American
Road, Dearborn, Michigan 48121.
WHEREAS, in the regular course of its business,
the Seller purchases certain motor vehicle retail in-
stallment sale contracts secured by new and used automo-
biles and light duty trucks from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to
set forth the terms pursuant to which the Receivables (as
hereinafter defined) are to be sold by the Seller to the
Purchaser, which Receivables will be transferred by the
Purchaser, pursuant to the Pooling and Servicing Agree-
ment (as hereinafter defined) to the Ford Credit 1994-B
Grantor Trust to be created thereunder, which Trust will
issue certificates representing fractional undivided
interests in such Receivables and the other property of
the Trust (the "Certificates").
NOW, THEREFORE, in consideration of the forego-
ing, other good and valuable consideration, and the
mutual terms and covenants contained herein, the parties
hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Terms not defined in this Agreement shall have
the meaning set forth in the Pooling and Servicing Agree-
ment. As used in this Agreement, the following terms
shall, unless the context otherwise requires, have the
following meanings (such meanings to be equally applica-
ble to the singular and plural forms of the terms de-
fined):
"Agreement" shall mean this Purchase Agreement
and all amendments hereof and supplements hereto.
"Assignment" shall mean the document of assign-
ment attached to this Agreement as Exhibit A.
"Class A Certificate" shall have the meaning
specified in the Pooling and Servicing Agreement.
"Class B Certificate" shall have the meaning
specified in the Pooling and Servicing Agreement.
"Closing Date" shall mean November 16, 1994.
"Collections" shall mean all amounts collected
by the Servicer (from whatever source) on or with respect
to the Receivables.
"Cut-Off Date" shall mean November 1, 1994.
"Distribution Date" shall mean, for each Col-
lection Period, the 15th day of the following month or,
if such fifteenth day is not a Business Day, the next
succeeding Business Day.
"Obligor" shall have the meaning specified in
the Pooling and Servicing Agreement.
"Person" shall have the meaning specified in
the Pooling and Servicing Agreement.
"Pooling and Servicing Agreement" shall mean
the Pooling and Servicing Agreement by and among the
Seller, as servicer, the Purchaser, as seller, and Chemi-
cal Bank, as trustee and as agent for the holders of the
Class A Certificates, dated as of November 1, 1994.
"Prospectus" shall have the meaning assigned to
such term in the Underwriting Agreement.
"Purchaser" shall mean Ford Credit Auto Receiv-
ables Corporation, a Delaware corporation, its successors
and assigns.
"Rating Agency" shall mean Moody's Investors
Service, Inc. and Standard & Poor's Ratings Group or any
successors thereto.
"Receivable" shall mean any retail installment
sale contract which appears on Exhibit B hereto and any
amendments, modifications or supplements to such retail
installment sale contract.
"Receivable Files" shall have the meaning
specified in the Pooling and Servicing Agreement.
"Receivables Purchase Price" shall mean
$1,175,002,732.19.
"Repurchase Event" shall have the meaning
specified in Section 6.2 hereof.
"Schedule of Receivables" shall mean the list
of Receivables annexed hereto as Exhibit B.
"Seller" shall mean Ford Motor Credit Company,
a Delaware corporation, its successors and assigns.
"Servicing Fee" shall have the meaning speci-
fied in the Pooling and Servicing Agreement.
"Trust" shall mean the Ford Credit 1994-A
Grantor Trust.
"UCC" shall mean the Uniform Commercial Code,
as in effect from time to time in the relevant jurisdic-
tions.
"Underwriting Agreement" shall mean the Under-
writing Agreement by and between Goldman, Sachs & Co., as
representatives of the several underwriters, and the
Purchaser, as seller, dated November 8, 1994.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
2.1 Purchase and Sale of Receivables
On the Closing Date, subject to the terms and
conditions of this Agreement, the Seller agrees to sell
to the Purchaser, and the Purchaser agrees to purchase
from the Seller, the Receivables and the other property
relating thereto (as defined below).
(a) Sale of Receivables. On the Closing
Date and simultaneously with the transactions pursuant to
the Pooling and Servicing Agreement, the Seller shall
sell, transfer, assign and otherwise convey to the Pur-
chaser, without recourse, all right, title and interest
of the Seller, whether now owned or hereafter acquired,
in and to the following: (i) the Receivables, and all
monies paid thereon and due thereon on or after the Cut-
Off Date (including any monies received prior to the Cut-
Off Date that are due on or after the Cut-Off Date and
were not used to reduce the principal balance of the
Receivable); (ii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables;
(iii) any proceeds from claims on any physical damage,
credit life, credit disability, or other insurance poli-
cies covering Financed Vehicles or Obligors; (iv) Dealer
Recourse; (v) rebates of premiums and other amounts
relating to insurance policies and other items financed
under the Receivables in effect as of the Cut-Off Date;
and (vi) the proceeds of any and all of the foregoing.
(b) Receivables Purchase Price. In
consideration for the Receivables and other properties
described in Section 2.1(a), the Purchaser shall, on the
Closing Date, pay to the Seller the Receivables Purchase
Price. An amount equal to 93.25602% of the Receivables
Purchase Price shall be paid to the Seller in cash. The
remaining 6.74398% of the Receivables Purchase Price
shall be deemed paid and returned to the Purchaser and be
considered a contribution to capital. The portion of the
Receivables Purchase Price to be paid in cash shall be by
federal wire transfer (same day) funds.
2.2 The Closing. The sale and purchase of the
Receivables shall take place at a closing (the "Closing")
at the offices of Skadden, Arps, Slate, Meagher & Flom,
919 Third Avenue, New York, New York 10022 on the Closing
Date, simultaneously with the closings under: (a) the
Pooling and Servicing Agreement pursuant to which (i) the
Purchaser will assign all of its right, title and inter-
ests in and to the Receivables and other property to the
Trustee for the benefit of the Certificateholders; and
(ii) the Purchaser will deposit the foregoing into the
Trust in exchange for the Class A Certificates and Class
B Certificates; and (b) the Underwriting Agreement,
pursuant to which the Purchaser will sell to the under-
writers named therein (the "Underwriters") the Class A
Certificates.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Warranties of the Purchaser. The Purchas-
er hereby represents and warrants to the Seller as of the
date hereof and as of the Closing Date:
(a) Organization, etc. The Purchaser has
been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State
of Delaware, and has full corporate power and authority
to execute and deliver this Agreement and to perform the
terms and provisions hereof and thereof.
(b) Due Authorization and No Violation.
This Agreement has been duly authorized, executed and
delivered by the Purchaser, and is the valid, binding and
enforceable obligation of the Purchaser except as the
same may be limited by insolvency, bankruptcy, reorgani-
zation or other laws relating to or affecting the en-
forcement of creditors' rights or by general equity
principles. The consummation of the transactions contem-
plated by this Agreement, and the fulfillment of the
terms thereof, will not conflict with or result in a
breach of any of the terms or provisions of, or consti-
tute a default under (in each case material to the Pur-
chaser), 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, mort-
gage, 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 provi-
sions of the Certificate of Incorporation or the By-laws of
the Purchaser.
(c) No Litigation. No legal or govern-
mental 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 con-
templated by governmental authorities or threatened by
others, other than such proceedings which will not have a
material adverse effect upon the general affairs, finan-
cial position, net worth or results of operations (on an
annual basis) of the Purchaser and will not materially
and adversely affect the performance by the Purchaser of
its obligations under, or the validity and enforceability
of this Agreement.
3.2 Representations and Warranties of the
Seller.
(a) The Seller hereby represents and
warrants to the Purchaser as of the date hereof and as of
the Closing Date:
(i) Organization, etc. The Seller
has been duly incorporated and is validly existing
as a corporation in good standing under the laws of
the State of Delaware, and is duly qualified to
transact business and is in good standing in each
jurisdiction in the United States of America in
which the conduct of its business or the ownership
of its property requires such qualification.
(ii) Power and Authority. The Seller
has full power and authority to sell and assign the
property sold and assigned to the Purchaser hereun-
der and has duly authorized such sale and assignment
to the Purchaser by all necessary corporate action.
This Agreement has been duly authorized, executed
and delivered by the Seller and shall constitute the
legal, valid and binding obligation of the Seller
except as the same may be limited by insolvency,
bankruptcy, reorganization or other laws relating to
or affecting the enforcement of creditors' rights or
by general equity principles.
(iii) No Violation. The consum-
mation of the transactions contemplated by this
Agreement, and the fulfillment of the terms thereof,
will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a
default under (in each case material to the 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 instru-
ment under which the Seller is a debtor or guaran-
tor, 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 authori-
ties or threatened by others, other than such pro-
ceedings 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 obliga-
tions under, or the validity and enforceability of,
this Agreement.
(b) The Seller makes the following repre-
sentations and warranties as to the Receivables on which
the Purchaser relies in accepting the Receivables. Such
representations and warranties speak as of the execution
and delivery of this Agreement, but shall survive the
sale, transfer, and assignment of the Receivables to the
Purchaser and the subsequent assignment and transfer
pursuant to the Pooling and Servicing Agreement:
(i) Characteristics of Receivables.
Each Receivable (a) shall have been originated in
the United States of America by a Dealer for the
retail sale of a Financed Vehicle in the ordinary
course of such Dealer's business, shall have been
fully and properly executed by the parties thereto,
shall have been purchased by the Seller from such
Dealer under an existing dealer agreement with the
Seller, shall have been validly assigned by such
Dealer to the Seller, (b) shall have created or
shall create a valid, subsisting, and enforceable
first priority security interest in favor of the
Seller in the Financed Vehicle, which security
interest shall be assignable by the Seller to the
Purchaser, (c) shall contain customary and enforce-
able provisions such that the rights and remedies of
the holder thereof shall be adequate for realization
against the collateral of the benefits of the secu-
rity, (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 amor-
tize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate, and (e)
shall provide for, in the event that such contract
is prepaid, a prepayment that fully pays the Princi-
pal Balance.
(ii) Schedule of Receivables. The
information set forth in Exhibit B to this Agreement
shall be true and correct in all material respects
as of the opening of business on the Cut-Off Date,
and no selection procedures believed to be adverse
to the Certificateholders shall have been utilized
in selecting the Receivables from those receivables
which meet the criteria contained herein. The
computer tape regarding the Receivables made avail-
able to the Purchaser and its assigns is true and
correct in all respects.
(iii) Compliance with Law. Each
Receivable and the sale of the Financed Vehicle
shall have complied at the time it was originated or
made and at the execution of this Agreement shall
comply in all material respects with all require-
ments 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
Magnuson-Moss 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 Re-
ceivable shall represent the genuine, legal, valid,
and binding payment obligation in writing of the
Obligor, enforceable by the holder thereof in accor-
dance with its terms subject to the effect of bank-
ruptcy, 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, depart-
ment, or instrumentality of the United States of
America or any State.
(vi) Security Interest in Financed
Vehicle. Immediately prior to the sale, assignment,
and transfer thereof, each Receivable shall be
secured by a validly perfected first security inter-
est in the Financed Vehicle in favor of the Seller
as secured party or all necessary and appropriate
actions shall have been commenced that would result
in the valid perfection of a first security interest
in the Financed Vehicle in favor of the Seller as
secured party.
(vii) Receivables in Force. No Re-
ceivable shall have been satisfied, subordinated, or
rescinded, nor shall any Financed Vehicle have been
released from the lien granted by the related Re-
ceivable in whole or in part.
(viii) No Waiver. No provision of a
Receivable shall have been waived.
(ix) No Defenses. No right of re-
scission, 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. Except for payment
defaults continuing for a period of not more than
thirty days as of the Cut-Off Date, no default,
breach, violation, or event permitting acceleration
under the terms of any Receivable shall have oc-
curred; and no continuing condition that with notice
or the lapse of time would constitute a default,
breach, violation, or event permitting acceleration
under the terms of any Receivable shall have arisen;
and the Seller shall not waive any of the foregoing.
(xii) Insurance. The Seller, in
accordance with its customary procedures, shall have
determined that the Obligor has obtained or agreed
to obtain physical damage insurance covering the
Financed Vehicle.
(xiii) Title. It is the intention
of the Seller that the transfer and assignment
herein contemplated constitute a sale of the Receiv-
ables from the Seller to the Purchaser and that the
beneficial interest in and title to the Receivables
not be part of the Seller's estate in the event of
the filing of a bankruptcy petition by or against
the Seller under any bankruptcy law. No Receivable
has been sold, transferred, assigned, or pledged by
the Seller to any Person other than the Purchaser.
Immediately prior to the transfer and assignment
herein contemplated, the Seller had good and market-
able title to each Receivable free and clear of all
Liens, encumbrances, security interests, and rights
of others and, immediately upon the transfer there-
of, the Purchaser shall have good and marketable
title to each Receivable, free and clear of all
Liens, encumbrances, security interests, and rights
of others; and the transfer has been perfected under
the UCC.
(xiv) Valid Assignment. No Receiv-
able shall have been originated in, or shall be
subject to the laws of, any jurisdiction under which
the sale, transfer, and assignment of such Receiv-
able under this Agreement shall be unlawful, void,
or voidable. The Seller has not entered into any
agreement with any account debtor that prohibits,
restricts or conditions the Assignment of any por-
tion of the Receivables.
(xv) All Filings Made. All filings
(including, without limitation, UCC filings) neces-
sary in any jurisdiction to give the Purchaser a
first perfected ownership interest in the Receiv-
ables shall have been made.
(xvi) One Original. There shall be
only one original executed copy of each Receivable.
(xvii) New and Used Vehicles. Ap-
proximately 97.9% of the aggregate Principal Balance
of the Receivables, constituting 97.1% of the Receiv-
ables, as of the Cutoff Date, represent vehicles
financed at new vehicle rates, and the remainder of
the Receivables represent vehicles financed at used
vehicle rates;
(xviii) Origination. Each Receiv-
able shall have an origination date on or after
November 1, 1993;
(xix) Maturity of Receivables. Each
Receivable shall have an original maturity of not
greater than 60 months;
(xx) Minimum Annual Percentage Rate.
Each Receivable shall have an Annual Percentage Rate
equal to or greater than 8.8%;
(xxi) Scheduled Payments. Each Re-
ceivable shall have a first Scheduled Payment due on
or prior to November 30, 1994 and no Receivable shall
have a payment that is more than 30 days overdue as
of the Cut-Off Date;
(xxii) Location of Receivable Files.
The Receivable Files shall be kept at one or more of
the locations listed in Schedule A hereto; and
(xxiii) No Extensions. The number
of Scheduled Payments shall not have been extended
on any Receivable on or before the Cut-Off Date.
(xxiv) Other Data. The numerical
data relating to the characteristics of the Receiv-
ables contained in the Prospectus are true and cor-
rect in all material respects.
(xxv) Chattel Paper. Each Receiv-
able constitutes "chattel paper" as defined in the
UCC.
(xxvi) No Simple Interest Receiv-
ables. None of the Receivables are Simple Interest
Receivables.
(xxvii) Agreement. The representa-
tions and warranties in this Agreement shall be
true.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser.
The obligation of the Purchaser to purchase the Receiv-
ables is subject to the satisfaction of the following
conditions:
(a) Representations and Warranties True.
The representations and warranties of the Seller hereun-
der shall be true and correct on the Closing Date with
the same effect as if then made, and the Seller shall
have performed all obligations to be performed by it
hereunder on or prior to the Closing Date.
(b) Computer Files Marked. The Seller
shall, at its own expense, on or prior to the Closing
Date, indicate in its computer files that the Receivables
have been sold to the Purchaser pursuant to this Agree-
ment and deliver to the Purchaser the Schedule of Receiv-
ables certified by an officer of the Seller to be true,
correct and complete.
(c) Documents to be delivered by the
Seller at the Closing.
(i) The Assignment. At the Closing,
the Seller will execute and deliver the Assignment.
The Assignment shall be substantially in the form of
Exhibit A hereto.
(ii) Evidence of UCC Filing. On or
prior to the Closing Date, the Seller shall record
and file, at its own expense, a UCC-1 financing
statement in each jurisdiction in which required by
applicable law, executed by the Seller, as seller or
debtor, and naming the Purchaser, as purchaser or
secured party, naming the Receivables and the other
property conveyed hereunder as collateral, meeting
the requirements of the laws of each such juris-
diction and in such manner as is necessary to per-
fect the sale, transfer, assignment and conveyance
of such Receivables to the Purchaser. The Seller
shall deliver a file-stamped copy, or other evidence
satisfactory to the Purchaser of such filing, to the
Purchaser on or prior to the Closing Date.
(iii) Other Documents. Such
other documents as the Purchaser may reasonably
request.
(d) Other Transactions. The transactions
contemplated by the Pooling and Servicing Agreement shall
be consummated on the Closing Date.
4.2 Conditions to Obligation of the Seller.
The obligation of the Seller to sell the Receivables to
the Purchaser is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True.
The representations and warranties of the Purchaser
hereunder shall be true and correct on the Closing Date
with the same effect as if then made, and the Purchaser
<PAGE>
shall have performed all obligations to be performed by
it hereunder on or prior to the Closing Date.
(b) Receivables Purchase Price. At the
Closing Date, the Purchaser will deliver to the Seller
the Receivables Purchase Price, as provided in Section
2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser
as follows, provided, however, that to the extent that any
provision of this ARTICLE V conflicts with any provision
of the Pooling and Servicing Agreement, the Pooling and
Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute and file
such financing statements and cause to be executed and
filed such continuation statements, all in such manner
and in such places as may be required by law fully to
preserve, maintain, and protect the interest of the
Purchaser in the Receivables and in the proceeds thereof.
The Seller shall deliver (or cause to be delivered) to
the Purchaser file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as
available following such filing.
(b) The Seller shall not change its name,
identity, or corporate structure in any manner that
would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance
with paragraph (a) above seriously misleading within the
meaning of Section 9-402(7) of the UCC, unless it shall have
given the Purchaser at least five days' prior written
notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements
or continuation statements.
(c) The Seller shall give the Purchaser
at least 60 days' prior written notice of any relocation
of its principal executive office if, as a result of such
relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously
filed financing or continuation statement or of any new
financing statement and shall promptly file any such
amendment. The Seller shall at all times maintain each
office from which it shall service Receivables, and its
principal executive office, within the United States of
America.
<PAGE>
(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 pay-
ments and recoveries made and payments owing (and the
nature of each).
(e) The Seller shall maintain its comput-
er systems so that, from and after the time of sale
hereunder of the Receivables to the Purchaser, the
Seller's master computer records (including any back-up
archives) that refer to a Receivable shall indicate
clearly the interest of the Purchaser in such Receivable
and that such Receivable is owned by the Purchaser.
Indication of the Purchaser's ownership of a Receivable
shall be deleted from or modified on the Seller's comput-
er 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 other-
wise transfer any interest in automotive receivables to
any prospective purchaser, lender, or other transferee,
the Seller shall give to such prospective purchaser,
lender, or other transferee computer tapes, records, or
print-outs (including any restored from back-up archives)
that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable
has been sold and is owned by the Purchaser.
(g) The Seller shall permit the Purchaser
and its agents at any time during normal business hours
to inspect, audit, and make copies of and abstracts from
the Seller's records regarding any Receivable.
(h) Upon request, the Seller shall fur-
nish to the Purchaser, within twenty Business Days, a
list of all Receivables (by contract number and name of
Obligor) then owned by the Purchaser, together with a
reconciliation of such list to the Schedule of Receiv-
ables.
5.2 Other Liens or Interests. Except for the
conveyances hereunder and pursuant to the Pooling and
Servicing Agreement, the Seller will not sell, pledge,
assign or transfer any Receivable to any other Person,
or grant, create, incur, assume or suffer to exist any
Lien 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,
<PAGE>
however, that the Seller's obligations under this
Section 5.2 shall terminate upon the termination of
the Trust pursuant to the Pooling and Servicing Agreement.
5.3 Costs and Expenses. The Seller agrees to
pay all reasonable costs and disbursements in connection
with the perfection, as against all third parties, of the
Purchaser's right, title and interest in and to the -
Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify,
and hold harmless the Purchaser from and against any and
all costs, expenses, losses, damages, claims, and liabil-
ities, arising out of or resulting from the failure of a
Receivable to be originated in compliance with all re-
quirements 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 liabil-
ities, arising out of or resulting from the use, owner-
ship, 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 proper-
ty, 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 liabil-
ities 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 misfea-
sance, 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
the Agreement.
(e) The Seller shall defend, indemnify,
and hold harmless the Purchaser from and against all
costs, expenses, losses, claims, damages, and liabilities
arising out of or incurred in connection with the accep-
tance or performance of the Seller's trusts and duties as
<PAGE>
Servicer under the Pooling and Servicing Agreement,
except to the extent that such cost, expense, loss,
claim, damage, or liability shall be due to the willful
misfeasance, bad faith, or negligence (except for errors
in judgment) of the Purchaser.
These indemnity obligations shall be in addi-
tion to any obligation that the Seller may otherwise
have.
5.5 Sale. Seller agrees to treat this convey-
ance for all purposes (including without limitation tax
and financial accounting purposes) as a sale on all
relevant books, records, tax returns, financial state-
ments and other applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of
the Seller under this Agreement shall not be affected by
reason of any invalidity, illegality or irregularity of
any Receivable.
6.2 Repurchase Events. The Seller hereby
covenants and agrees with the Purchaser for the benefit
of the Purchaser, the Trustee and the Certificateholders,
that the occurrence of a breach of any of the Seller's
representations and warranties contained in Section
3.2(b) hereof shall constitute events obligating the
Seller to repurchase Receivables hereunder ("Repurchase
Events"), at the Purchase Amount from the Purchaser or
from the Trust. The repurchase obligation of the Seller
shall constitute the sole remedy to the Certificatehold-
ers, or to the Trustee, or to the Purchaser against the
Seller with respect to any Repurchase Event.
6.3 Seller's Assignment of Purchased Receiv-
ables. With respect to all Receivables repurchased by
the Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or warran-
ty, to the Seller all the Purchaser's right, title and
interest in and to such Receivables, and all security and
documents relating thereto.
6.4 Trust. The Seller acknowledges that: the
Purchaser will, pursuant to the Pooling and Servicing
Agreement, sell the Receivables to the Trust and assign
its rights under this Agreement to the Trustee for the
benefit of the Certificateholders, and that the represen-
tations and warranties contained in this Agreement and
the rights of the Purchaser under Sections 6.2 and 6.3
<PAGE>
hereof are intended to benefit such Trust and any Certif-
icateholder. The Seller hereby consents to such sales and
assignments.
6.5 Amendment. This Agreement may be amended
from time to time by a written amendment duly executed
and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adverse-
ly affects the rights of the Certificateholders under the
Pooling and Servicing Agreement must be consented to by
the Holders of 51% of the Class A Certificate Balance and
51% of the Class B Certificate Balance.
6.6 Accountants' Letters.
(a) Coopers & Lybrand L.L.P. will review the
characteristics of the Receivables described in the
Schedule of Receivables set forth as Exhibit B hereto and
will compare those characteristics to the information
with respect to the Receivables contained in the Prospec-
tus.
(b) Seller will cooperate with the Pur-
chaser and Coopers & Lybrand L.L.P. in making available all
information and taking all steps reasonably necessary to
permit such accountants to complete the review set forth
in Section 6.6(a) above and to deliver the letters re-
quired of them under the Underwriting Agreement.
(c) Coopers & Lybrand L.L.P. 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 caption
"Delinquencies, Repossessions and Net Losses" and with
respect to such other information as may be agreed in the
form of letter.
6.7 Waivers. No failure or delay on the part
of the Purchaser in exercising any power, right or remedy
under this Agreement or the Assignment shall operate as a
waiver thereof, nor shall any single or partial exercise
of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other
power, right or remedy.
6.8 Notices. All communications and notices
pursuant hereto to either party shall be in writing or by
telegraph or telex and addressed or delivered to it at
its address (or in case of telex, at its telex number at
such address) shown in the opening portion of this Agree-
ment or at such other address as may be designated by it
by notice to the other party and, if mailed or sent by
telegraph or telex, shall be deemed given when mailed,
communicated to the telegraph office or transmitted by
telex.
6.9 Costs and Expenses. The Seller will pay
all expenses incident to the performance of its obliga-
tions under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the
Purchaser, excluding fees and expenses of counsel, in
connection with the perfection as against third parties
of the Purchaser's right, title and interest in and to
the Receivables and the enforcement of any obligation of
the Seller hereunder.
6.10 Representations to the Seller. The re-
spective agreements, representations, warranties and
other statements by the Seller and the Purchaser set
forth in or made pursuant to this Agreement shall remain
in full force and effect and will survive the closing
under Section 2.2 hereof.
6.11 Confidential Information. The Purchaser
agrees that it will neither use nor disclose to any
person the names and addresses of the Obligors, except in
connection with the enforcement of the Purchaser's rights
hereunder, under the Receivables, under any Pooling and
Servicing Agreement or as required by law.
6.12 Headings and Cross-References. The vari-
ous headings in this Agreement are included for conve-
nience only and shall not affect the meaning or interpre-
tation 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 ACCOR-
DANCE 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.
<PAGE>
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: ----------------------
Name:
Title:
FORD CREDIT AUTO RECEIVABLES
CORPORATION
By: ----------------------
Name:
Title:
<PAGE>
Exhibit A
ASSIGNMENT
For value received, in accordance with the Pur-
chase Agreement dated as of November 1, 1994, between the
undersigned and FORD CREDIT AUTO RECEIVABLES CORPORATION
(the "Purchaser") (the "Purchase Agreement"), the under-
signed does hereby sell, assign, transfer and otherwise
convey unto the Purchaser, without recourse, all right,
title and interest of the undersigned, whether now owned
or hereafter acquired, in and to the following: (i) the
Receivables, and all monies paid thereon and due thereon
on or after the Cut-Off Date (including any monies re-
ceived prior to the Cut-Off Date that are due on or after
the Cut-Off Date and were not used to reduce the princi-
pal balance of the Receivables); (ii) the security inter-
ests in the Financed Vehicles granted by Obligors pursu-
ant to the Receivables; (iii) any proceeds from claims on
any physical damage, credit life, credit disability, or
other insurance policies covering Financed Vehicles or
Obligors; (iv) Dealer Recourse; (v) rebates of premiums
and other amounts relating to insurance policies and
other items financed under the Receivables in effect as
of the Cut-Off Date; and (vi) the proceeds of any and all
of the foregoing. The foregoing sale does not constitute
and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with
the Receivables, Receivable Files, any insurance policies
or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon
the representations, warranties and agreements on the
part of the undersigned contained in the Purchase Agree-
ment and is to be governed by the Purchase Agreement.
<PAGE>
Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused
this Assignment to be duly executed as of November 1, 1994.
FORD MOTOR CREDIT COMPANY
By: -----------------------
Name:
Title:
<PAGE>
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
<PAGE>
Schedule A
Location of Receivable Files
Indianapolis
5875 Castle Creek Pkwy. North Drive
Suite 240
Indianapolis, IN 46250-4308
Detroit-North
580 Kirts Boulevard
Suite 300
Troy, MI 48084
Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL 60018
Ohio South
9797 Springboro Pike
Suite 302
Miamisburg, OH 45343
Detroit/West
One ParkLane Blvd.
Suite 405E
Dearborn, MI 48126
Chicago South
900 Frontage Road (South)
Suite 310
Woodridge, IL 60517
Grand Rapids
3001 Fuller Ave. N.E.
Grand Rapids, MI 49505
Chicago - East
One River Place, Suite A
Lansing, IL 60438
Akron
3560 W. Market St.
Suite 105
Fairlawn, OH 44333-2600
<PAGE>
Louisville
502 Executive Park
Louisville, KY 40207
Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI 53224
Chicago West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL 60195-2008
Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI 48605
Findlay
3500 North Main Street
Findlay, OH 45840-1447
Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581
Philadelphia
Bay Colony Executive Park
575 E. Swedesford
Suite 100
Wayne, PA 19406
New Jersey South
5000 Dearborn Circle
Suite 200
Mt. Laurel, NJ 08054
Baltimore-West
1829 Reistertown Road
Baltimore, MD 21208-8861
<PAGE>
Long Island
972 Brush Hollow Road
5th Floor
Westbury, NY 11590
Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD 20850-3293
New Haven
116 Washington Ave.
Floor #4
North Haven, CT 06473
Norfolk
Greenbrier Pointe
1401 Greenbrier Pkwy.
Suite 350
Chesapeake, VA 23320
New Jersey North
103 Eisenhower Parkway
Roseland, NJ 07068-1069
Pittsburgh
1910 Cochran Rd.
Manor Oak Two
Suite 285
Pittsburgh, PA 15220
Richmond
10710 Midlothian Turnpike
Suite 306
Richmond, VA 23235
Syracuse
5788 Widewaters Pkwy.
DeWitt, NY 13214
Westchester
660 White Plains Road
Tarrytown, NY 10591-0010
<PAGE>
Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL 36609
Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL 35243
Orlando
2600 Lake Lucien Drive
Suite 306, The Forum Bldg.
Maitland, FL 32751
Memphis
6555 Quince Road
Suite 300
Memphis, TN 38119
Atlanta - North
North Park Town Center
1000 Abernathy Rd. N.E.
Bldg. 400, Suite 180
Atlanta, GA 30328
Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC 27407
Charlotte
5832 Farm Pond Lane
Suite 200
Charlotte, NC 28212
Jacksonville
9485 Regency Square Boulevard
Jacksonville, FL 32225
Jackson
Highland Village Center
4500 I-55 North
Suite 292
Jackson, MS 39211
<PAGE>
Columbia
250 Berryhill Road
Suite 201
Columbia, SC 29210
Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL 33126
Dothan
3160 West Main Street
Suite 1
Dothan, AL 36301-1180
Nashville
565 Marriott Drive
Suite 190, Highland Ridge
Nashville, TN 37210
Raleigh
3651 Trust Drive
Raleigh, NC 27604
Tampa
2502 Rocky Point Dr.
Suite 150, Lincoln Pointe
Tampa, FL 33607
Odessa
Ashford Park Office Center
Suite 201A
2626 John Ben Sheppard Parkway
Odessa, TX 79762
Lubbock
Suite 200
4010 82nd Street
Lubbock, TX 79424
Dallas
801 E. Campbell Road
Suite 600, Campbell Forum
Richardson, TX 75081
<PAGE>
Austin
1701 Directors Blvd.
Suite 320
Austin, TX 78744
Fort Worth
2350 W. Airport Hwy.
Suite 400, Center Park Tower
Bedford, TX 76022
Beaumont
2615 Calder
Suite 715
Beaumont, TX 77702
Houston-West
820 Gessner
Suite 700
Houston, TX 77024
Harlingen
1916 East Harrison
Harlingen, TX 78550
Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX 78411
Little Rock
1701 Centerview Dr.
Suite 201
Little Rock, AR 72211
Amarillo
1616 S. Kentucky
Suite 130 Bldg. D
Amarillo, TX 79102
El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX 79925
<PAGE>
Albuquerque
6100 Uptown Blvd., NE
Suite 300
Albuquerque, NM 87110
Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX 77760
San Antonio
1600 N.E. Loop 410
Suite 200
San Antonio, TX 78209
Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK 74145
Minneapolis
11095 Viking Drive
Suite 308, One Southwest Crossing
Eden Prairie, MN 55344-7290
Wichita
7570 West 21st Street
Wichita, KS 67212
St. Louis
4227 Earth City Exp.
Suite 100
Earth City, MO 63045
Jefferson City
210 Prodo Drive
Jefferson City, MO 65109
Kansas City
8001 College Blvd.
Suite 110
Overland Park, MO 66210-1800
<PAGE>
Des Moines
4200 Corporate Dr.
Suite 107
West Des Moines, IA 50266
Omaha
10810 Farnam Drive
Suite 113
Omaha, NE 68154
Davenport
2535 Tech Dr.
Suite 300, Commerce Exch. Bldg.
Bettendorf, IA 52722
Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO 80111
Fargo
3100 13th Ave. South
Suite 304
Fargo, ND 58103
Springfield
2155 East Sunshine
Suite 101
Springfield, MO 65804-1816
Waterloo
211 E. San Marnan Dr.
Waterloo, IA 50702
San Bernadino
1615 Orange Tree Lane
Suite 215
Redlands, CA 92374
Salt Lake City
310 E. 4500 South
Suite 340
Murray, UT 84121-0501
<PAGE>
Honolulu
1585 Kapiolani Blvd.
Suite 922, Ala Moano Pacific Center
Honolulu, HI 96814
Spokane
North 901 Monroe
Suite 350
Spokane, WA 99210-2148
Grand Junction
744 Horizon Ct.
Suite 330
Grand Junction, CO 81506
San Francisco
4301 Hacienda Dr.
Suite 400
Pleasanton, CA 94588
Portland
10220 S.W. Greenburg Rd.
Suite 415
Portland, OR 97223-5506
Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA 95833
San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA 92108
Phoenix
4742 24th Street
Suite 215
Phoenix, AZ 85016
San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA 95035
<PAGE>
Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA 98006
Orange
765 The City Drive
Suite 200
Orange, CA 92668
Anchorage
4300 B. Street
Suite 206
Anglo Building
Anchorage, AK 99503
Appleton
54 Park Place
Appleton, WI 54915
South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN 46545
Columbus
655 Metro Place South
Suite 470, Metro V
Dublin, OH 43017-0792
Henderson
618 North Green Street
Henderson, KY 42420
Lansing
2205 Jolly Rd.
Suite D
Okemos, MI 48864
Marshall
1408 North Michigan
Marshall, IL 62441
New Jersey-Central
101 Interchange Plaza
Cranbury, NJ 08512
Huntington
3425 U.S. Route 60 East
Barboursville, WV 25504
<PAGE>
Buffalo
95 John Muir Drive
Amherst, NY 14228
Manchester
4 Bedford Farms
Bedford, NH 03110
Harrisburg
3045 Market Street
Plaza 55 Complex
Camp Hill, PA 17011
Boston South
Southboro Place - 2nd Floor
352 Turnpike Rd.
Southboro, MA 01772
Boston North
100 Ames Pond Drive
Tewksbury, MA 01876
Portland
2401 Congress Street
Portland, ME 04102
Albany
5 Pine West Plaza
Albany, NY 12212
Roanoke
5238 Valley Pointe Pkwy.
Roanoke, VA 24019
Falls Church
1650 Tysons Blvd
Suite 500
Mclean, VA 22101-9550
<PAGE>
Bristol
1241 Volunteer Parkway
Suite 200
Bristol, TN 37625
Chattanooga
6025 Lee Highway
Suite 443
Chattanooga, TN 37421
Decatur
401 Lee Street
Suite 500
Decatur, AL 35602
Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC 28311
Athens
3708 Atlanta Highway
Athens, GA 30604
Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN 37909
Macon
5400 Riverside Drive
Suite 201
Macon, GA 31210
Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl 32501
Savannah
6600 Abercorn Street
Suite 206
Savannah, GA 31405
<PAGE>
Tyler
821 East SE Loop 323
Suite 300
Tyler, TX 75701
Oklahoma City
4101 Perimeter Ctr Dr.
Suite 300, Perimeter Center
Oklahoma City, OK 73112-2304
Baltimore-East
Campbell Corporate Center One
4940 Campell Blvd., Suite 140
Whitemarsh Business Community
Baltimore, MD 21236
Billings
1643 Lewis Avenue
Suite 201
Billings, MT 59102
Cheyenne
6234 Yellowstone
Cheyenne, WY 82009
Cape Girardeau
2851 Independence
Cape Girardeau, MO 63701
Atlanta -South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA 30349
Pasadena
800 East Colorado Blvd.
Suite 400
Pasadena, CA 91109
Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO 80919
<PAGE>
South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA 90802
Ventura
260 Maple court
Suite 210
Ventura, CA 93003
Las Vegas
3900 Paradise Road
Suite 239
Las Vegas, NV 89109
Eugene
1600 Valley River Drive
Suite 190
Eugene, OR 97401
Tupelo
1 Mississippi Plaza
Tupelo, MS 38801
Charleston
4975 Lacross Road
Suite 150, Rivergate Center
North Charleston, SC 29418-6518
Fort Lauderdale
4410 N. State Rd #7
Suite 200, Headway Office Park
Ft Lauderdale, FL 33319
Western Carolina
215 Thompson Street
Hendersonville, NC 28739-2828
Ford Motor Credit Company
Central Collections
3200 Greenfield
Suite 280
Dearborn, MI 48120
<PAGE>
New Orleans
3330 W. Esplanade Avenue
Suite 200
Metairie, LA 70002
Lafayette
Saloom Office Park
Suite 350
100 Asma Boulevard
Lafayette, LA 70508
Shreveport
South Pointe Centre
3007 Knight Street
Suite 200
Shreveport, LA 71105
Commercial Lending
Suite 300
745 McClintock
Burr Ridge, IL 60521
------------------------------
FORD CREDIT 1994-B GRANTOR TRUST
ASSET BACKED CERTIFICATES
------------------------------
FORD CREDIT AUTO RECEIVABLES CORPORATION
Seller
FORD MOTOR CREDIT COMPANY
Servicer
CHEMICAL BANK
Trustee and Class A Agent
------------------
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1994
------------------
<PAGE>
This Pooling and Servicing Agreement, dated as
of November 1, 1994, is made with respect to the formation
of the Ford Credit 1994-B Grantor Trust, among FORD CREDIT
AUTO RECEIVABLES CORPORATION, a Delaware corporation, as
Seller ("Seller"), FORD MOTOR CREDIT COMPANY, a Delaware
corporation, as Servicer ("Servicer"), and Chemical Bank,
a New York banking corporation, as trustee (in such
capacity, the "Trustee") and as agent (the "Class A
Agent").
WITNESSETH THAT: In consideration of the
premises and of the mutual agreements herein contained,
the parties hereto agree as follows:
ARTICLE I
Section 1.1 Creation of Trust. Upon the
execution of this Agreement by the parties hereto, there
is hereby created the Ford Credit 1994-B Grantor Trust.
ARTICLE II
Section 2.1 Conveyance of Receivables. In
consideration of the Trustee's delivery to, or upon the
order of, the Seller of Certificates ("Certificates") in
an aggregate amount equal to the Original Pool Balance,
the Seller does hereby irrevocably sell, transfer, as-
sign, and otherwise convey to the Trustee, in trust for
the benefit of the Certificateholders, without recourse
(subject to the obligations herein) all right, title and
interest of the Seller, whether now owned or hereafter
acquired, in and to the following:
(i) the Receivables listed in
Schedule A hereto and all monies paid thereon
and due thereon on or after the Cutoff Date
(including 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
balances of the Receivables);
(ii) the security interests in
the Financed Vehicles granted by Obligors pur-
suant to the Receivables;
(iii) any proceeds from claims on
any physical damage, credit life, credit dis-
ability, or other insurance policies covering
Financed Vehicles or Obligors;
<PAGE>
(iv) the Purchase Agreement,
including the right of the Seller to cause Ford
Motor Credit Company to repurchase Receivables
from the Seller;
(v) Dealer Recourse;
(vi) 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
(vii) the proceeds of any and all
of the foregoing.
ARTICLE III
Reserved
ARTICLE IV
Section 4.1 Acceptance by Trustee. The Trustee
does hereby accept all consideration conveyed by the
Seller pursuant to Section 2.1, and declares that the
Trustee shall hold such consideration upon the trusts
herein set forth for the benefit of all present and
future Certificateholders, subject to the terms and
provisions of this Agreement.
ARTICLE V
Section 5.1 Incorporation of Standard Terms
and Conditions of Agreement. This Pooling and Servicing
Agreement does hereby incorporate by reference the Stan-
dard Terms and Conditions of Agreement for Ford Credit
Grantor Trusts dated as of November 1, 1994 ("Standard Terms
and Conditions of Agreement"), in the form attached here to.
ARTICLE VI
Section 6.1 Special Definitions and Terms.
Whenever used in the Standard Terms and Conditions of
Agreement and in this Pooling and Servicing Agreement,
the following words and phrases shall have the following
meanings:
The "Class A Percentage" means 93.5%.
The "Class B Percentage" means 6.5%
The "Corporate Trust Office" at the date hereof
is located at
450 West 33rd Street - 15th Floor
New York, New York 10001
Attention: Corporate Trust Department
The "Cutoff Date" shall be November 1, 1994.
The first "Distribution Date" shall be December 15,
1994.
The "Optional Purchase Percentage" shall be
10%.
The "Original Pool Balance" is $1,175,002,732.19.
The "Pass-Through Rate" is 7.30% per annum.
The "Purchase Agreement" is the agreement dated
as of November 1, 1994, relating to the purchase by the
Seller from Ford Motor Credit Company of the Receivables.
The "Required Deposit Rating" shall be a rating
on (i) short-term unsecured debt obligations of P-1 by
Moody's Investors Service, Inc. and (ii) short-term
unsecured debt obligations of A-1+ by Standard & Poor's
Corporation; and any requirement that short-term unse-
cured debt obligations have the "Required Deposit Rating"
shall mean that such short-term unsecured debt obliga-
tions have the foregoing required ratings from each of
such rating agencies.
The "Servicing Fee Rate" is 1.00% per annum.
The "Specified Subordination Spread Account
Balance" with respect to any Distribution Date shall be
$8,812,520; except that in the event that on any Distri-
bution Date (i) the annualized average for the preceding
three Collection Periods (or such shorter number of
Collection Periods as have elapsed since the Cutoff Date)
of the ratios of net losses (i.e., the net balances of
all Receivables which are determined to be uncollectible
in the Collection Period, less any recoveries on Receiv-
ables charged off in the period or prior periods) to the
Pool Balance as of the first day of each such Collection
Period exceeds 2.25% or (ii) the average for the preced-
ing three Collection Periods (or such shorter number of
Collection Periods as have elapsed since the Cutoff Date)
of the ratios of the number of Receivables that have been
repossessed but not yet sold or are delinquent 60 days or
more to the outstanding number of Receivables exceeds
1.50%, then the Specified Subordination Spread Account
Balance for such Distribution Date shall be an amount
equal to such percentage of the Pool Balance as of the
opening of business of the first day of such Collection
Period as is determined by deducting from eleven percent
the following fraction, expressed as a percentage: (x) 1
minus (y) a fraction, the numerator of which is the Class
A Certificate Balance and the denominator of which is the
Pool Balance both as of the opening of business of the
first day of such Collection Period, but in no event
shall the Specified Subordination Spread Account Balance
be more than $52,875,123 or less than $8,812,520. On
any Distribution Date on which the aggregate balance of
the Class A Certificates is $117,500,000 or less after
giving effect to distributions on such Distribution Date,
the Specified Subordination Spread Account Balance shall
be the greater of the balance described above or
$20,562,548.
The "Subordination Initial Deposit" is $1,762,504.
<PAGE>
ARTICLE VII
Section 7.1 Additional Representations and
Warranties of the Seller. The Seller does hereby make
the following representations and warranties on which the
Trustee shall be deemed to have relied in accepting the
Receivables in trust and executing and authenticating the
Certificates:
(i) New and Used Vehicles.
Approximately 97.9% of the aggregate Principal
Balance of the Receivables, constituting 97.1% of
the Receivables, as of the Cutoff Date, repre-
sent vehicles financed at new vehicle rates,
and the remainder of the Receivables represent
vehicles financed at used vehicle rates;
(ii) Origination. Each Receivable
shall have an origination date on or after
November 1, 1993;
(iii) Maturity of Receivables.
Each Receivable shall have an original maturity
of not greater than 60 months;
(iv) Minimum Annual Percentage
Rate. Each Receivable shall have an Annual
Percentage Rate equal to or greater than 8.80%;
(v) Scheduled Payments. Each Receivable shall
have a first Scheduled Payment due on or
prior to November 30, 1994 and no Receiv-
able shall have a payment that is more than 30
days overdue as of the Cutoff Date;
(vi) Location of Receivable
Files. The Receivable Files shall be kept at
one or more of the locations listed in Schedule
B hereto;
(vii) No Extensions. The number
of Scheduled Payments shall not have been ex-
tended on any Receivable on or before the Cut-
off Date; and
(viii) Rating Agencies. The rating
agencies rating the Certificates are
Moody's Investors Service, Inc. and Standard &
Poor's Ratings Group.
<PAGE>
ARTICLE VIII
Section 8.1 Ford Motor Credit Company Not to
Resign as Servicer. Subject to the provisions of Section
18.3 of the Standard Terms and Conditions of Agreement,
Ford Motor Credit Company shall not resign from the
obligations and duties hereby imposed on it as Servicer
under this Agreement except upon determination that the
performance of its duties under this Agreement shall no
longer be permissible under applicable law. Notice of
any such determination permitting the resignation of Ford
Motor Credit Company shall be communicated to the Trustee
at the earliest practicable time (and, if such communica-
tion is not in writing, shall be confirmed in writing at
the earliest practicable time) and any such determination
shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee concurrently with or
promptly after such notice. No such resignation shall
become effective until the Trustee or a successor
Servicer shall have taken the actions required by the
last paragraph of Section 19.1 of the Standard Terms and
Conditions of Agreement and shall have assumed the re-
sponsibilities and obligations of Ford Motor Credit
Company in accordance with Section 19.2 of the Standard
Terms and Conditions of Agreement.
ARTICLE IX
Section 9.1 Agent for Service. The agent for
service for the Seller and the Servicer shall be J.D.
Bringard, Esq., Ford Motor Credit Company, The American
Road, Dearborn, Michigan 48121.
ARTICLE X
Section 10.1 Additional Covenants of the
Seller.
(a) The Seller agrees with each nation-
ally recognized rating agency which has been requested by
the Seller or an affiliate to rate the Class A Certifi-
cates issued pursuant to this Agreement and which is then
rating such Certificates that it shall not issue any
additional securities that could reasonably be expected
to affect materially and adversely the Certificates
issued pursuant to this Agreement unless it shall have
first obtained the written consent of such rating agency.
The Seller shall provide a copy of any such consent to
the Trustee.
(b) The Seller shall not, without the
prior written consent of each nationally recognized
rating agency which has been requested by the Seller or
an affiliate to rate the Class A Certificates and which
is then rating such Certificates and, upon the Seller's
receipt of the written consent from each such rating
agency, the Trustee shall, without any exercise of its
own discretion, also provide its written consent to the
Seller, do any of the following:
(i) engage in any business or
activity other than those set forth in Article
Third of the Seller's Certificate of Incorpo-
ration, as amended;
(ii) incur any indebtedness, or
assume or guaranty any indebtedness of any
other entity, other than (A) any indebtedness
incurred in connection with Notes (as defined
in the Seller's Certificate of Incorporation,
as amended) and (B) any indebtedness to Ford
Motor Credit Company or any affiliate thereof
incurred in connection with the acquisition of
receivables, which indebtedness shall be subor-
dinated to all other obligations of the Seller;
(iii) dissolve or liquidate, in
whole or in part; consolidate or merge with or
into any other entity or convey or transfer its
properties and assets substantially as an en-
tirety to any entity, unless:
(A) the entity (if other than the Seller) formed or
surviving the consolidation or merger of which
acquires the properties and assets of the Seller
is organized and existing under the laws of the
State of Delaware, expressly assumes the due and
punctual payment of, and all obligations of the
Seller, including those obligations of the Seller
under this Agreement, and has a Certificate of
Incorporation containing provisions identical to
the provisions of Article Third, Article Fourth
and Article Fifteen of the Seller's Certificate of
Incorporation, as amended; and
(B) immediately after giving effect
to the transaction, no default or event of default
has occurred and is continuing under any indebted-
ness of the Seller or any agreements relating to
such indebtedness; or
(iv) without the affirmative
vote of 100% of the members of the Board of
Directors of the Seller, institute proceedings
to be adjudicated bankrupt or insolvent, or
consent to the institution of bankruptcy or
insolvency proceedings against it, or file a
petition seeking or consent to reorganization
or relief under any applicable federal or state
law relating to bankruptcy, or consent to the
appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar
official) of the corporation or a substantial
part of its property, or make any assignment
for the benefit of creditors, or admit in writ-
ing its inability to pay its debts generally as
they become due, or take corporate action in
furtherance of any such action.
[The remainder of this page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the Seller, Servicer, and
the Trustee have caused this Pooling and Servicing Agree-
ment to be duly executed by their respective officers as
of the day and year first above written.
FORD CREDIT AUTO
RECEIVABLES CORPORATION
[SEAL]
ATTEST: By:
TITLE:
--------------------------
TITLE:
FORD MOTOR CREDIT COMPANY
[SEAL]
ATTEST: By:
TITLE:
---------------------------
TITLE: Assistant Secretary
CHEMICAL BANK, as Trustee
ATTEST: By:
TITLE:
---------------------------
TITLE: Trust Officer
<PAGE>
CHEMICAL BANK, as Class A Agent
Pursuant to Section 14.7
hereof
ATTEST: By:
TITLE:
---------------------------
TITLE: Trust Officer
<PAGE>
SCHEDULE A
LIST OF RECEIVABLES
DELIVERED TO TRUSTEE
AT CLOSING
<PAGE>
SCHEDULE B
LOCATION OF RECEIVABLES
Indianapolis
5875 Castle Creek Pkwy. North Drive
Suite 240
Indianapolis, IN 46250-4308
Detroit-North
580 Kirts Boulevard
Suite 300
Troy, MI 48084
Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL 60018
Ohio South
9797 Springboro Pike
Suite 302
Miamisburg, OH 45343
Detroit/West
One ParkLane Blvd.
Suite 405E
Dearborn, MI 48126
Chicago South
900 Frontage Road (South)
Suite 310
Woodridge, IL 60517
Grand Rapids
3001 Fuller Ave. N.E.
Grand Rapids, MI 49505
Chicago - East
One River Place, Suite A
Lansing, IL 60438
Akron
3560 W. Market St.
Suite 105
Fairlawn, OH 44333-2600
<PAGE>
Louisville
502 Executive Park
Louisville, KY 40207
Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI 53224
Chicago West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL 60195-2008
Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI 48605
Findlay
3500 North Main Street
Findlay, OH 45840-1447
Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581
Philadelphia
Bay Colony Executive Park
575 E. Swedesford
Suite 100
Wayne, PA 19406
New Jersey South
5000 Dearborn Circle
Suite 200
Mt. Laurel, NJ 08054
Baltimore-West
1829 Reistertown Road
Baltimore, MD 21208-8861
<PAGE>
Long Island
972 Brush Hollow Road
5th Floor
Westbury, NY 11590
Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD 20850-3293
New Haven
116 Washington Ave.
Floor #4
North Haven, CT 06473
Norfolk
Greenbrier Pointe
1401 Greenbrier Pkwy.
Suite 350
Chesapeake, VA 23320
New Jersey North
103 Eisenhower Parkway
Roseland, NJ 07068-1069
Pittsburgh
1910 Cochran Rd.
Manor Oak Two
Suite 285
Pittsburgh, PA 15220
Richmond
10710 Midlothian Turnpike
Suite 306
Richmond, VA 23235
Syracuse
5788 Widewaters Pkwy.
DeWitt, NY 13214
Westchester
660 White Plains Road
Tarrytown, NY 10591-0010
<PAGE>
Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL 36609
Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL 35243
Orlando
2600 Lake Lucien Drive
Suite 306, The Forum Bldg.
Maitland, FL 32751
Memphis
6555 Quince Road
Suite 300
Memphis, TN 38119
Atlanta - North
North Park Town Center
1000 Abernathy Rd. N.E.
Bldg. 400, Suite 180
Atlanta, GA 30328
Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC 27407
Charlotte
5832 Farm Pond Lane
Suite 200
Charlotte, NC 28212
Jacksonville
9485 Regency Square Boulevard
Jacksonville, FL 32225
Jackson
Highland Village Center
4500 I-55 North
Suite 292
Jackson, MS 39211
<PAGE>
Columbia
250 Berryhill Road
Suite 201
Columbia, SC 29210
Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL 33126
Dothan
3160 West Main Street
Suite 1
Dothan, AL 36301-1180
Nashville
565 Marriott Drive
Suite 190, Highland Ridge
Nashville, TN 37210
Raleigh
3651 Trust Drive
Raleigh, NC 27604
Tampa
2502 Rocky Point Dr.
Suite 150, Lincoln Pointe
Tampa, FL 33607
Odessa
Ashford Park Office Center
Suite 201A
2626 John Ben Sheppard Parkway
Odessa, TX 79762
Lubbock
Suite 200
4010 82nd Street
Lubbock, TX 79424
Dallas
801 E. Campbell Road
Suite 600, Campbell Forum
Richardson, TX 75081
<PAGE>
Austin
1701 Directors Blvd.
Suite 320
Austin, TX 78744
Fort Worth
2350 W. Airport Hwy.
Suite 400, Center Park Tower
Bedford, TX 76022
Beaumont
2615 Calder
Suite 715
Beaumont, TX 77702
Houston-West
820 Gessner
Suite 700
Houston, TX 77024
Harlingen
1916 East Harrison
Harlingen, TX 78550
Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX 78411
Little Rock
1701 Centerview Dr.
Suite 201
Little Rock, AR 72211
Amarillo
1616 S. Kentucky
Suite 130 Bldg. D
Amarillo, TX 79102
El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX 79925
<PAGE>
Albuquerque
6100 Uptown Blvd., NE
Suite 300
Albuquerque, NM 87110
Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX 77760
San Antonio
1600 N.E. Loop 410
Suite 200
San Antonio, TX 78209
Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK 74145
Minneapolis
11095 Viking Drive
Suite 308, One Southwest Crossing
Eden Prairie, MN 55344-7290
Wichita
7570 West 21st Street
Wichita, KS 67212
St. Louis
4227 Earth City Exp.
Suite 100
Earth City, MO 63045
Jefferson City
210 Prodo Drive
Jefferson City, MO 65109
Kansas City
8001 College Blvd.
Suite 110
Overland Park, MO 66210-1800
<PAGE>
Des Moines
4200 Corporate Dr.
Suite 107
West Des Moines, IA 50266
Omaha
10810 Farnam Drive
Suite 113
Omaha, NE 68154
Davenport
2535 Tech Dr.
Suite 300, Commerce Exch. Bldg.
Bettendorf, IA 52722
Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO 80111
Fargo
3100 13th Ave. South
Suite 304
Fargo, ND 58103
Springfield
2155 East Sunshine
Suite 101
Springfield, MO 65804-1816
Waterloo
211 E. San Marnan Dr.
Waterloo, IA 50702
San Bernadino
1615 Orange Tree Lane
Suite 215
Redlands, CA 92374
Salt Lake City
310 E. 4500 South
Suite 340
Murray, UT 84121-0501
<PAGE>
Honolulu
1585 Kapiolani Blvd.
Suite 922, Ala Moano Pacific Center
Honolulu, HI 96814
Spokane
North 901 Monroe
Suite 350
Spokane, WA 99210-2148
Grand Junction
744 Horizon Ct.
Suite 330
Grand Junction, CO 81506
San Francisco
4301 Hacienda Dr.
Suite 400
Pleasanton, CA 94588
Portland
10220 S.W. Greenburg Rd.
Suite 415
Portland, OR 97223-5506
Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA 95833
San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA 92108
Phoenix
4742 24th Street
Suite 215
Phoenix, AZ 85016
San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA 95035
<PAGE>
Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA 98006
Orange
765 The City Drive
Suite 200
Orange, CA 92668
Anchorage
4300 B. Street
Suite 206
Anglo Building
Anchorage, AK 99503
Appleton
54 Park Place
Appleton, WI 54915
South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN 46545
Columbus
655 Metro Place South
Suite 470, Metro V
Dublin, OH 43017-0792
Henderson
618 North Green Street
Henderson, KY 42420
Lansing
2205 Jolly Rd.
Suite D
Okemos, MI 48864
Marshall
1408 North Michigan
Marshall, IL 62441
New Jersey-Central
101 Interchange Plaza
Cranbury, NJ 08512
Huntington
3425 U.S. Route 60 East
Barboursville, WV 25504
<PAGE>
Buffalo
95 John Muir Drive
Amherst, NY 14228
Manchester
4 Bedford Farms
Bedford, NH 03110
Harrisburg
3045 Market Street
Plaza 55 Complex
Camp Hill, PA 17011
Boston South
Southboro Place - 2nd Floor
352 Turnpike Rd.
Southboro, MA 01772
Boston North
100 Ames Pond Drive
Tewksbury, MA 01876
Portland
2401 Congress Street
Portland, ME 04102
Albany
5 Pine West Plaza
Albany, NY 12212
Roanoke
5238 Valley Pointe Pkwy.
Roanoke, VA 24019
Falls Church
1650 Tysons Blvd
Suite 500
Mclean, VA 22101-9550
<PAGE>
Bristol
1241 Volunteer Parkway
Suite 200
Bristol, TN 37625
Chattanooga
6025 Lee Highway
Suite 443
Chattanooga, TN 37421
Decatur
401 Lee Street
Suite 500
Decatur, AL 35602
Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC 28311
Athens
3708 Atlanta Highway
Athens, GA 30604
Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN 37909
Macon
5400 Riverside Drive
Suite 201
Macon, GA 31210
Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl 32501
Savannah
6600 Abercorn Street
Suite 206
Savannah, GA 31405
<PAGE>
Tyler
821 East SE Loop 323
Suite 300
Tyler, TX 75701
Oklahoma City
4101 Perimeter Ctr Dr.
Suite 300, Perimeter Center
Oklahoma City, OK 73112-2304
Baltimore-East
Campbell Corporate Center One
4940 Campell Blvd., Suite 140
Whitemarsh Business Community
Baltimore, MD 21236
Billings
1643 Lewis Avenue
Suite 201
Billings, MT 59102
Cheyenne
6234 Yellowstone
Cheyenne, WY 82009
Cape Girardeau
2851 Independence
Cape Girardeau, MO 63701
Atlanta -South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA 30349
Pasadena
800 East Colorado Blvd.
Suite 400
Pasadena, CA 91109
Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO 80919
<PAGE>
South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA 90802
Ventura
260 Maple court
Suite 210
Ventura, CA 93003
Las Vegas
3900 Paradise Road
Suite 239
Las Vegas, NV 89109
Eugene
1600 Valley River Drive
Suite 190
Eugene, OR 97401
Tupelo
1 Mississippi Plaza
Tupelo, MS 38801
Charleston
4975 Lacross Road
Suite 150, Rivergate Center
North Charleston, SC 29418-6518
Fort Lauderdale
4410 N. State Rd #7
Suite 200, Headway Office Park
Ft Lauderdale, FL 33319
Western Carolina
215 Thompson Street
Hendersonville, NC 28739-2828
Ford Motor Credit Company
Central Collections
3200 Greenfield
Suite 280
Dearborn, MI 48120
<PAGE>
New Orleans
3330 W. Esplanade Avenue
Suite 200
Metairie, LA 70002
Lafayette
Saloom Office Park
Suite 350
100 Asma Boulevard
Lafayette, LA 70508
Shreveport
South Pointe Centre
3007 Knight Street
Suite 200
Shreveport, LA 71105
Commercial Lending
Suite 300
745 McClintock
Burr Ridge, IL 60521
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I Creation of Trust . . . . . . . . . . . . 2
ARTICLE II Conveyance of Receivables . . . . . . . . 2
ARTICLE III Reserved. . . . . . . . . . . . . . . . . 3
ARTICLE IV Acceptance by Trustee . . . . . . . . . . 3
ARTICLE V Incorporation of Standard Terms
and Conditions of Agreement. . . . . 3
ARTICLE VI Special Definitions and Terms . . . . . . 4
ARTICLE VII Additional Representations
and Warranties of the Seller . . . . 6
ARTICLE VIII Ford Motor Credit Company Not
to Resign as Servicer. . . . . . . . 7
ARTICLE IX Agent for Service . . . . . . . . . . . . 7
ARTICLE X Additional Covenants of the Seller. . . . 7
Schedule A -- List of Receivables
Schedule B -- Location of Receivables
<PAGE>
FORD CREDIT GRANTOR TRUSTS
STANDARD TERMS AND CONDITIONS OF AGREEMENT
DATED AS OF November 1, 1994
INTRODUCTION
These Standard Terms and Conditions of Agree-
ment shall be applicable to Ford Credit Grantor Trusts
formed on or after the date hereof, with respect to which
a Pooling and Servicing Agreement incorporating by refer-
ence these Standard Terms and Conditions of Agreement
shall have been executed.
ARTICLE I THROUGH X RESERVED
ARTICLE XI
INTRODUCTION
Definitions
Section 11.1 Definitions. Whenever used in
the Agreement (including these Standard Terms and Condi-
tions of Agreement), the following words and phrases,
unless the context otherwise requires, shall have the
following meanings:
"Advance" means the amount, as of the last day
of a Collection Period, which the Servicer is required to
advance on the respective Receivable pursuant to Section
14.4(a).
"Agreement" means the Pooling and Servicing
Agreement executed by the Seller, the Servicer and the
Trustee as of the Cutoff Date, into which these Standard
Terms and Conditions of Agreement shall be incorporated
by reference, and all amendments and supplements thereto.
"Amount Financed" with respect to a Receivable
means the amount advanced under the Receivable toward the
purchase price of the Financed Vehicle and any related
costs.
"Annual Percentage Rate" or "APR" of a Receiv-
able means the annual rate of finance charges stated in
the Receivable.
<PAGE>
"Available Interest" means, for any Distribu-
tion Date, the sum of the following amounts with respect
to the preceding Collection Period: (i) that portion of
all collections on Receivables allocable to interest
(including amounts withdrawn from the Payahead Account
but excluding amounts deposited into the Payahead Ac-
count), (ii) Liquidation Proceeds to the extent allocable
to interest due thereon in accordance with the Servicer's
customary servicing procedures, (iii) all Advances made
by the Servicer of interest due on Receivables and all
amounts advanced by the Servicer pursuant to Section
14.4(b), and (iv) the Purchase Amount of each Receivable
that became a Purchased Receivable during the related
Collection Period to the extent attributable to accrued
interest thereon; provided, however that in calculating
the Available Interest the following will be excluded:
(i) amounts received on Receivables to the extent that
the Servicer has previously made an unreimbursed Advance
of interest; and (ii) Liquidation Proceeds with respect
to a particular Receivable to the extent of any
unreimbursed Advances of interest.
"Available Principal" means, for any Distribu-
tion Date, the sum of the following amounts with respect
to the preceding Collection Period: (i) that portion of
all collections on Receivables allocable to principal
(including amounts withdrawn from the Payahead Account
but excluding amounts deposited into the Payahead Ac-
count), (ii) Liquidation Proceeds attributable to princi-
pal in accordance with the Servicer's customary servicing
procedures, (iii) all Advances made by the Servicer of
principal due on the Receivables, (iv) to the extent
attributable to principal, the Purchase Amount of each
Receivable that became a Purchased Receivable during such
Collection Period, and (v) partial prepayments attribut-
able to any refunded item included in the Amount Fi-
nanced, such as extended warranty protection plan costs,
or physical damage, credit life, disability insurance
premiums, or any partial prepayment which causes a reduc-
tion in the Obligor's periodic payment to below the
Scheduled Payment as of the Cutoff Date; provided, however,
that in calculating the Available Principal the
following will be excluded: (i) amounts received on
Receivables to the extent that the Servicer has previous-
ly made an unreimbursed Advance of principal; and (ii)
Liquidationwith respect to a particular Receivable to the
extent of any unreimbursed Advances of principal.
"Book-Entry Certificates" shall mean a benefi-
cial interest in the Class A Certificates, ownership and
transfers of which shall be made through book entries by
a Clearing Agency as described in Section 16.8.
<PAGE>
"Business Day" means any day other than a
Saturday, a Sunday, or a day on which banking institu-
tions or trust companies in New York, New York shall be
authorized or obligated by law, executive order, or
governmental decree to remain closed.
"Certificate" means the Class A Certificate and
the Class B Certificate.
"Certificate Account" means the account desig-
nated as such, established and maintained pursuant to
Section 14.1.
"Certificateholder" or "Holder" means the
Person in whose name the respective Certificate shall be
registered in the Certificate Register, except that,
solely for the purposes of giving any consent, waiver,
request, or demand pursuant to the Agreement, the inter-
est evidenced by any Class A Certificate registered in
the name of the Seller, the Servicer, or any Person
controlling, controlled by, or under common control with
the Seller or the Servicer, shall not be taken into
account in determining whether the requisite percentage
necessary to effect any such consent, waiver, request, or
demand shall have been obtained; provided, that the
Trustee shall not be liable for the inclusion in any such
determination of any interest evidenced by any Class A
Certificate registered in the name of any Person control-
ling, controlled by, or under common control with the
Seller or the Servicer unless a Trust Officer in the
Corporate Trust Office with knowledge hereof and famil-
iarity herewith had actual knowledge that such Person so
controlled, was controlled by, or was under common con-
trol with, the Seller or the Servicer, as the case may
be.
"Certificate Owner" shall mean, with respect to
a Book-Entry Certificate, the Person who is the owner of
such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person main-
taining an account with such Clearing Agency (directly or
as an indirect participant, in accordance with the rules
of such Clearing Agency) and shall mean, with respect to
a Definitive Certificate, the Certificateholder.
"Certificate Register" and "Certificate Regis-
trar" mean the register maintained and the registrar
appointed pursuant to Section 16.3.
"Class A Agent" shall have the meaning speci-
fied in Section 14.7.
"Class A Certificate" means any one of the
Certificates executed by the Trust and authenticated by
the Trustee in substantially the form set forth in Exhib-
it A hereto.
"Class A Certificate Balance" shall equal,
initially, the Class A Percentage of the Original Pool
Balance and, thereafter, shall equal the initial Class A
Certificate Balance, reduced by all amounts distributed
to the Class A Certificateholders and allocable to prin-
cipal.
"Class A Certificate Factor" means, as of a
Distribution Date, a seven-digit decimal figure equal to
the Class A Certificate Balance as of the close of busi-
ness on such Distribution Date divided by the Class A
Certificate Balance as of the Cutoff Date.
"Class A Distributable Amount" means on any
Distribution Date, the sum of the Class A Principal
Distributable Amount and the Class A Interest Distribut-
able Amount.
"Class A Interest Carryover Shortfall" means,
as of the close of any Distribution Date, the excess of
the Class A Interest Distributable Amount for such Dis-
tribution Date plus any outstanding Class A Interest
Carryover Shortfall from the preceding Distribution Date
plus interest on such outstanding Class A Interest Carry-
over Shortfall, to the extent permitted by law, at the
Pass-Through Rate from such preceding Distribution Date
through the current Distribution Date, over the amount of
interest that the holders of the Class A Certificates
actually received on such current Distribution Date.
"Class A Interest Distributable Amount" means,
for any Distribution Date, thirty (30) days of interest
at the Pass-Through Rate on the Class A Certificate
Balance as of the close of business on the last day of
the preceding Collection Period.
"Class A Principal Carryover Shortfall" means,
as of the close of any Distribution Date, the excess of
the Class A Principal Distributable Amount plus any
outstanding Class A Principal Carryover Shortfall from
the preceding Distribution Date over the amount of prin-
cipal that the holders of the Class A Certificates actu-
ally received on such current Distribution Date.
"Class A Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of the
Class A Percentage of: (i) the principal portion of all
Scheduled Payments due during the preceding Collection
Period; (ii) the principal portion of all prepayments in
full received during the preceding Collection Period (and
certain partial prepayments relating to rebates of ex-
tended warranty contract costs and insurance premiums or
which cause a reduction in the Obligor's periodic payment
to below the Scheduled Payment as of the Cutoff Date)
(without duplication of amounts included in clause (i)
above); (iii) the Principal Balance of each Receivable
that became a Purchased Receivable under an obligation
that arose during the preceding Collection Period (with-
out duplication of amounts referred to in clauses (i) and
(ii) above) and (iv) the Principal Balance of each Re-
ceivable liquidated by the Servicer during the preceding
Collection Period.
"Class B Certificate" means any one of the
Certificates executed by the Trust and authenticated by
the Trustee in substantially the form set forth in Exhibit
B hereto.
"Class B Certificate Balance" shall equal,
initially, the Class B Percentage of the Original Pool
Balance and, thereafter, shall equal the initial Class B
Certificate Balance, reduced by all amounts distributed
to Class B Certificateholders (or deposited in the Subor-
dination Spread Account not including the Subordination
Initial Deposit) and allocable to principal and by the
Class A Principal Carryover Shortfall and the Class B
Principal Carryover Shortfall.
"Class B Distributable Amount" means, with
respect to any Distribution Date, the sum of the Class B
Principal Distributable Amount and the Class B Interest
Distributable Amount.
"Class B Interest Carryover Shortfall" means,
as of the close of any Distribution Date, the excess of
the Class B Interest Distributable Amount plus any out-
standing Class B Interest Carryover Shortfall on the
preceding Distribution Date over the amount of interest
that the holders of the Class B Certificates received
(including amounts deposited in the Subordination Spread
Account) on such current Distribution Date.
"Class B Interest Distributable Amount" means,
with respect to any Distribution Date, thirty (30) days
of interest at the Pass-Through Rate on the Class B
Certificate Balance as of the close of business on the
last day of the preceding Collection Period plus the
excess, for each Receivable having an APR greater than
the sum of the Pass-Through Rate and the Servicing Fee
Rate, of the interest portion of the Scheduled Payment
over the portion of such interest equal to interest at
the sum of the Pass-Through Rate and the Servicing Fee
Rate.
<PAGE>
"Class B Principal Carryover Shortfall" means,
as of the close of any Distribution Date, the excess of
the Class B Principal Distributable Amount and any out-
standing Class B Principal Carryover Shortfall on the
preceding Distribution Date over the amount of principal
that the holders of the Class B Certificates received
(including amounts deposited in the Subordination Spread
Amount) on such current Distribution Date.
"Class B Principal Distributable Amount" means,
with respect to any Distribution Date, the sum of the
Class B Percentage of: (i) the principal portion of all
Scheduled Payments due during the preceding Collection
Period, (ii) the principal portion of all prepayments in
full received during the preceding Collection Period (and
certain partial prepayments relating to rebates of ex-
tended warranty contract costs and insurance premiums or
which cause a reduction in the Obligor's periodic payment
to below the Scheduled Payment as of the Cutoff Date)
(without duplication of amounts included in clause (i)
above), (iii) the Principal Balance of each Receivable
that became a Purchased Receivable under an obligation
that arose during the preceding Collection Period (with-
out duplication of amounts included in clauses (i) and
(ii) above) and (iv) the Principal Balance of each Re-
ceivable liquidated by the Servicer during the preceding
Collection Period.
"Clearing Agency" shall mean an organization
registered as a "clearing agency" pursuant to Section 17A
of the Securities Exchange Act of 1934, as amended.
"Clearing Agency Participant" shall mean a
broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.
"Collection Account" means the account desig-
nated as such, established and maintained pursuant to
Section 14.1.
"Collection Period" means a calendar month.
Any amount stated "as of the close of business of the
last day of a Collection Period" shall give effect to the
following calculations as determined as of the end of the
day on such last day: 1) all applications of collec-
tions, 2) all current and previous Payaheads, 3) all
applications of Payahead Balances, 4) all Advances and
reductions of Outstanding Advances and 5) all distribu-
tions.
"Corporate Trust Office" means the office of
the Trustee at which its corporate trust business shall
be administered, which office at the date of the Agree-
ment shall be specified therein.
"Cutoff Date" means the date specified as such
in the Agreement.
"Dealer" means the dealer who sold a Financed
Vehicle and who originated and assigned the respective
Receivable to Ford Motor Credit Company under an existing
agreement between such dealer and Ford Motor Credit
Company.
"Dealer Recourse" means, with respect to a
Receivable (i) any amount paid by a Dealer or credited
against a reserve established for, or held on behalf of,
a Dealer in excess of that portion of finance charges
rebated to the Obligor which is attributable to the
Dealer's participation, if any, in the Receivable, and
(ii) all recourse rights against the Dealer which origi-
nated the Receivable and any successor Dealer.
"Definitive Certificates" shall have the mean-
ing specified in Section 16.8.
"Delivery" when used with respect to Subordina-
tion Spread Account Property means:
(a) with respect to bankers' acceptances,
commercial paper, negotiable certificates of deposit and
other obligations that constitute "instruments" within
the meaning of Section 9-105(1)(i) of the UCC and are
susceptible of physical delivery, transfer thereof to the
Class A Agent by physical delivery to the Class A Agent
in the State of New York indorsed to, or registered in
the name of, the Class A Agent or indorsed in blank, and,
with respect to "money" as defined in Section 1-201(24)
of the UCC, delivery thereof to the Class A Agent in the
State of New York, and with respect to a "certificated
security" (as defined in Section 8-102(1)(a) of the UCC)
transfer thereof (i) by delivery of such certificated
security indorsed to, or registered in the name of, the
Class A Agent or indorsed in blank to a financial inter-
mediary (as defined in Section 8-313(4) of the UCC) and
the making by such financial intermediary of entries on
its books and records identifying such certificated
securities as belonging solely and exclusively to the
Class A Agent (acting in its capacity under Section
14.07) and the sending by such financial intermediary of
a confirmation to the Class A Agent of the purchase of
such certificated security by the Class A Agent, or (ii)
by delivery thereof to a "clearing corporation" (as
defined in section 8-102(3) of the UCC) either in bearer
form, in registered form registered to the clearing
corporation or to a "custodian bank" (as defined in
Section 8-102(4) of the UCC) or a nominee of either of
them subject to the clearing corporations exclusive
control and the making by such clearing corporation of
appropriate entries on its books reducing the appropriate
securities account of the transferor and increasing the
appropriate securities account of a financial intermedi-
ary by the amount of such certificated security, the
identification by the clearing corporation of the certif-
icated securities for the sole and exclusive account of
the financial intermediary, the maintenance in the State
of New York of such certificated securities by such
clearing corporation or a "custodian bank" (as defined in
Section 8-102(4) of the UCC) or the nominee of either
subject to the clearing corporation's exclusive control,
the indorsement thereof to the clearing corporation or
such custodian bank or a nominee of either of them sub-
ject to the clearing corporation's exclusive control, the
sending of a confirmation to the Class A Agent by the
financial intermediary of the purchase by the Class A
Agent of such securities and the making by such financial
intermediary of entries on its books and records identi-
fying such certificated securities as belonging solely
and exclusively to the Class A Agent (acting in its
capacity under Section 14.7) (all of the foregoing,
"Physical Property"), and, in any event, any such Physi-
cal Property in registered form shall be in the name of
the Class A Agent or its nominee; and such additional or
alternative procedures as may hereafter become appropri-
ate to effect the complete transfer of ownership of any
such Subordination Spread Account Property to the Class A
Agent (as defined herein), consistent with changes in
applicable law or regulations or the interpretation
thereof;
(b) with respect to any securities issued
by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by the Federal National Mortgage Associa-
tion that is a book-entry security held through the
Federal Reserve System pursuant to Federal book-entry
regulations, the following procedures, all in accordance
with applicable law, including applicable federal regula-
tions and Articles 8 and 9 of the UCC: book-entry regis-
tration of such property to an appropriate book-entry
account maintained with a Federal Reserve Bank by a
financial intermediary which is also a "depositary"
pursuant to applicable federal regulations and issuance
by such financial intermediary of a deposit advice or
other written confirmation of such book-entry registra-
tion to the Class A Agent of the purchase by the Class A
Agent of such book-entry securities; the making by such
financial intermediary of entries in its books and re-
cords identifying such book-entry security held through
the Federal Reserve System pursuant to Federal book-entry
regulations as belonging solely and exclusively to the
Class A Agent acting in its capacity under Section 14.07
and indicating that such custodian holds such Subordina-
tion Spread Account Property solely as agent for the
Class A Agent; and such additional or alternative proce-
dures as may hereafter become appropriate to effect
complete transfer of ownership of any such Subordination
Spread Account Property to the Class A Agent, consistent
with changes in applicable law or regulations or the
interpretation thereof; and
(c) with respect to any item of Subordi-
nation Spread Account Property that is an uncertificated
security under Article 8 of the UCC and that is not
governed by clause (b) above, registration on the books
and records of the issuer thereof in the name of the
financial intermediary, the sending of a confirmation to
the Class A Agent by the financial intermediary of the
purchase by the Class A Agent of such uncertificated
security, the making by such financial intermediary of
entries on its books and records identifying such
uncertificated certificates as belonging solely and
exclusively to the Class A Agent.
"Depository Agreement" means the agreement
among the Seller, the Trustee, and the initial Clearing
Agency, dated as of the date of the Agreement, substan-
tially in the form attached hereto as Exhibit C.
"Determination Date" means the eighth Business
Day but not later than the 10th day of each calendar
month.
"Distribution Date" means, for each Collection
Period, the 15th day of the following month, or if the
15th day is not a Business Day, the next following Busi-
ness Day, commencing with the date specified in the
Agreement.
"Event of Default" means an event specified in
Section 19.1.
"Financed Vehicle" means a new or used automo-
bile or light truck, together with all accessions there-
to, securing an Obligor's indebtedness under the respec-
tive Receivable.
"Lien" means a security interest, lien, charge,
pledge, equity, or encumbrance of any kind other than tax
liens, mechanics' liens, and any liens which attach to
the respective Receivable by operation of law.
"Liquidated Receivable" means a Receivable
which, by its terms, is in default and as to which the
Servicer has determined, in accordance with its customary
servicing procedures, that eventual payment in full is
unlikely or has repossessed and disposed of the Financed
Vehicle.
"Liquidation Proceeds" means the monies col-
lected from whatever source, during the respective Col-
lection Period, on a Liquidated Receivable, net of the
sum of any amounts expended by the Servicer for the
account of the Obligor plus any amounts required by law
to be remitted to the Obligor.
"Monthly Remittance Condition" has the meaning
assigned to such term in Section 14.1(b) hereof.
"Obligor" on a Receivable means the purchaser
or co-purchasers of the Financed Vehicle or any other
Person who owes payments under the Receivable (not in-
cluding any Dealer in respect of Dealer Recourse).
"Officer's Certificate" means a certificate
signed by the chairman of the board, the president, any
executive vice president, any vice president, the trea-
surer, any assistant treasurer, or the controller of the
Seller or the Servicer, as appropriate.
"Opinion of Counsel" means a written opinion of
counsel who may but need not be counsel to the Seller or
Servicer, which counsel shall be acceptable to the Trust-
ee.
"Optional Purchase Percentage" means the per-
centage specified in the Agreement.
"Original Pool Balance" means the Pool Balance
as of the Cutoff Date, as specified in the Agreement.
"Outstanding Advances" on a Receivable means
the sum, as of the close of business on the last day of a
Collection Period, of all Advances as reduced by payments
as specified in Section 14.4(a) with respect to such
Receivable.
"Pass-Through Rate" means the interest rate
payable to Certificateholders, as specified in the Agree-
ment.
"Payahead" on a Receivable means the amount, as
of the close of business on the last day of a Collection
Period, specified in Section 14.3 with respect to such
Receivable.
"Payahead Account" means the account designated
as such, established and maintained pursuant to Section
14.1.
"Payahead Balance" on a Receivable means the
sum, as of the close of business on the last day of a
Collection Period, of all Payaheads made by or on behalf
of the Obligor with respect to such Receivable (including
any amount paid by or on behalf of the Obligor prior to
the Cutoff Date that is due on or after the Cutoff Date
and was not used to reduce the principal balance of such
Receivable), as reduced by applications of previous
Payaheads with respect to such Receivable, pursuant to
Sections 14.3 and 14.4.
"Person" means any individual, corporation,
estate, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, or
government or any agency or political subdivision there-
of.
"Pool Balance" as of the close of business of
the last day of a Collection Period means the aggregate
Principal Balance of the Receivables (excluding Purchased
Receivables and Liquidated Receivables); provided, that
where the Pool Balance is relevant in determining whether
the requisite percentage of Class A Certificateholders
necessary to effect any consent, waiver, request, or
demand shall have been obtained, the Pool Balance shall
be deemed to be reduced by the amount equal to the Pool
Balance (without giving effect to this provision) repre-
sented by the interests evidenced by any Class A Certifi-
cate registered in the name of the Seller, the Servicer,
or any Person controlling, controlled by, or under common
control with the Seller or the Servicer.
"Pool Factor" as of the last day of a Collec-
tion Period means a seven-digit decimal figure equal to
the Pool Balance divided by the Original Pool Balance.
"Principal Balance" of a Receivable, as of the
close of business on the last day of a Collection Period,
means the Amount Financed minus the sum of (a) that
portion of all Scheduled Payments due on or prior to such
day allocable to principal using the actuarial or con-
stant yield method, (b) any refunded portion of extended
warranty protection plan costs, or of physical damage,
credit life, or disability insurance premiums included in
the Amount Financed, (c) any payment of the Purchase
Amount with respect to the Receivable allocable to prin-
cipal and (d) any prepayment in full or any partial
prepayments applied to reduce the principal balance of
the Receivable.
"Purchase Amount" means the amount, as of the
close of business on the last day of a Collection Period,
required to be paid by an Obligor to prepay in full the
respective Receivable under the terms thereof (which
amount shall include a full month's interest, in the
month of payment, at the Annual Percentage Rate).
"Purchased Receivable" means a Receivable
purchased as of the close of business on the last day of
respective Collection Period by the Servicer pursuant to
Section 13.7 or by the Seller pursuant to Section 12.2.
"Realized Losses" means, the excess of the
Principal Balance of any Liquidated Receivable (as re-
duced by any Payaheads) over Liquidation Proceeds to the
extent allocable to principal received in the Collection
Period.
"Receivable" means any retail installment sale
contract which shall appear on Schedule A to the Agree-
ment (which Schedule A may be in the form of microfiche)
and any amendments, modifications or supplements to such
retail installment sale contract which has not been
released by the Trustee from the Trust.
"Receivable Files" means the documents speci-
fied in Section 12.3.
"Record Date" means the fourteenth day of the
current calendar month; provided, however, that if Defin-
itive Certificates are issued pursuant to Section 16.10
hereof, subsequent to the issuance of such Definitive
Certificates the Record Date for any Distribution Date
shall be the last day of the Collection Period immediate-
ly preceding the month in which such Distribution Date
occurs.
"Required Deposit Rating" means the rating
specified in the Agreement.
"Residual Certificate" has the meaning assigned
to such term in Section 16.1 hereof.
"Scheduled Payment" on a Receivable means that
portion of the payment required to be made by the Obligor
during the respective Collection Period sufficient to
amortize the Principal Balance under the actuarial method
over the term of the Receivable and to provide interest
at the APR.
"Seller" means Ford Credit Auto Receivables
Corporation as the seller of the Receivables under the
Agreement, and each successor to Ford Credit Auto Receiv-
ables Corporation (in the same capacity) pursuant to
Section 17.3.
<PAGE>
"Servicer" means Ford Motor Credit Company as
the servicer of the Receivables, and each successor to
Ford Motor Credit Company (in the same capacity) pursuant
to Section 18.3 or 19.2.
"Servicer Fees" means the sum of the Servicing
Fee and the Supplemental Servicing Fee.
"Servicer's Certificate" means a certificate
completed and executed by the Servicer by any executive
vice president, any vice president, the treasurer, any
assistant treasurer, the controller, or any assistant
controller of the Servicer pursuant to Section 13.9.
"Servicing Fee" means, with respect to a Col-
lection Period, the fee payable to the Servicer for
services rendered during the respective Collection Peri-
od, which shall be equal to one-twelfth of the Servicing
Fee Rate multiplied by the Pool Balance as of the first
day of the Collection Period.
"Servicing Fee Rate" means the percentage set
forth in the Agreement.
"Simple Interest Method" means the method of
allocating a fixed level payment to principal and inter-
est, pursuant to which the portion of such payment that
is allocated to interest is equal to the product of the
fixed rate of interest multiplied by the unpaid principal
balance multiplied by the period of time elapsed since
the preceding payment of interest was made.
"Simple Interest Receivable" means any Receiv-
able under which the portion of a payment allocable to
interest and the portion allocable to principal is deter-
mined in accordance with the Simple Interest Method.
"State" means any state or commonwealth of the
United States of America, or the District of Columbia.
"Subordination Initial Deposit" means the
amounts, if any, deposited into the Subordination Spread
Account on the date of initial issuance of the Certifi-
cates pursuant to Section 14.7 and specified in the
Agreement.
"Subordination Spread Account" means the ac-
count established and maintained pursuant to Section
14.7.
"Subordination Spread Account Property" has the
meaning specified in Section 14.7(a)(ii).
<PAGE>
"Supplemental Servicing Fee" means the fee
payable to the Servicer for certain services rendered
during the respective Collection Period, determined
pursuant to and defined in Section 13.8.
"Total Available Amount" shall mean, for each
Distribution Date, the sum of the Available Interest and
the Available Principal.
"Trust" means the trust created by the Agree-
ment, the estate of which shall consist of the Receiv-
ables (other than Purchased Receivables) and all monies
paid thereon other than amounts deposited or to be depos-
ited in the Payahead Account, and all monies due thereon,
on or after the Cutoff Date; security interests in the
Financed Vehicles; funds deposited in the Collection
Account and the Certificate Account and proceeds thereof;
any property (including the right to receive Liquidation
Proceeds) that shall have secured a Receivable and that
shall have been acquired by or on behalf of the Trustee;
proceeds from claims on any physical damage, credit life,
or disability insurance policies covering Financed Vehi-
cles or Obligors; any Dealer Recourse; all right, title
and interest of the Seller in and to the Purchase Agree-
ment; and the proceeds of any and all of the foregoing.
"Trustee" means the Person acting as Trustee
under the Agreement, its successor in interest, and any
successor trustee pursuant to Section 20.11.
"Trustee Officer" means the chairman or vice-
chairman of the board of directors, the chairman or vice-
chairman of the executive committee of the board of
directors, the president, any vice president, the secre-
tary, any assistant secretary, the treasurer, any assis-
tant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller
and any assistant controller, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers and
also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the
particular subject.
"Trustee's Certificate" means a certificate
completed and executed by the Trustee by a Trustee Offi-
cer pursuant to Section 20.2, substantially in the form
of, in the case of assignment to the Seller, Exhibit D-1
and in the case of an assignment to the Servicer, Exhibit
D-2.
"UCC" means the Uniform Commercial Code as in
effect in the respective jurisdiction.
Section 11.2 Usage of Terms. With respect to
all terms in the Agreement, the singular includes the
plural and the plural the singular; words importing any
gender include the other genders; references to "writing"
include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agree-
ments and other contractual instruments include all
subsequent amendments thereto or changes therein entered
into in accordance with their respective terms and not
prohibited by the Agreement; references to Persons in-
clude their permitted successors and assigns; and the
term "including" means "including without limitation."
Section 11.3 Cutoff Date and Record Date. All
references to the Record Date prior to the first Record
Date in the life of the Trust shall be to the Cutoff
Date.
Section 11.4 Section References. All section
references shall be to Sections in these Standard Terms
and Conditions of Agreement.
Section 11.5 Compliance Certificates and
Opinions. Upon any application or request by the Seller
or the Servicer to the Trustee to take any action under
any provision herein, the Seller or the Servicer (as the
case may be) shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if
any, provided for herein relating to the proposed action
have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that
in the case of any such application or request as to
which the furnishing of such documents is specifically
required by any provision of this Agreement relating to
such particular application or request, no additional
certificate or opinion need be furnished.
Every certificate or opinion with respect to
compliance with a condition or covenant provided herein
shall include:
(1) a statement that each
individual signing such certificate or opinion
has read such covenant or condition and the
definitions herein relating thereto;
(2) a brief statement as
to the nature and scope of the examination or
investigation upon which the statements or
opinions contained in such certificate or opin-
ion are based;
(3) a statement that, in
the opinion of each such individual, he has
made such examination or investigation as is
necessary to enable him to express an informed
opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to
whether or not, in the opinion of each such
individual, such condition or covenant has been
complied with.
<PAGE>
ARTICLE XII
The Receivables
Section 12.1 Representations and Warranties of
Seller. The Seller makes the following representations
and warranties as to the Receivables on which the Trustee
relies in accepting the Receivables in trust and execut-
ing and authenticating the Certificates. Such represen-
tations and warranties speak as of the execution and
delivery of the Agreement, but shall survive the sale,
transfer, and assignment of the Receivables to the Trust-
ee and, if applicable, any subsequent assignment or
transfer pursuant to Article XV:
(i) Characteristics of Receiv-
ables. Each Receivable (a) shall have been
originated in the United States of America by a
Dealer for the retail sale of a Financed Vehi-
cle in the ordinary course of such Dealer's
business, shall have been fully and properly
executed by the parties thereto, shall have
been purchased by the Seller from Ford Motor
Credit Company, which in turn shall have pur-
chased such Receivables from such Dealer under
an existing dealer agreement with Ford Motor
Credit Company, and shall have been validly
assigned by such Dealer to Ford Motor Credit
Company, which in turn shall have been validly
assigned by Ford Motor Credit Company to the
Seller in accordance with its terms, (b) shall
have created or shall create a valid, subsist-
ing, and enforceable first priority security
interest in favor of Ford Motor Credit Company
in the Financed Vehicle, which security inter-
est has been assigned by Ford Motor Credit
Company to the Seller, which in turn shall be
assignable by the Seller to the Trustee, (c)
shall contain customary and enforceable provi-
sions such that the rights and remedies of the
holder thereof shall be adequate for realiza-
tion against the collateral of the benefits of
the security, (d) shall provide for level
monthly payments (provided that the payment in
the first or last month in the life of the
Receivable may be minimally different from the
level payment) that fully amortize the Amount
Financed by maturity and yield interest at the
Annual Percentage Rate, and (e) shall provide
for, in the event that such contract is pre-
paid, a prepayment that fully pays the Princi-
pal Balance.
(ii) Schedule of Receivables.
The information set forth in Schedule A to the
Agreement 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 Certificatehold-
ers shall have been utilized in selecting the
Receivables.
(iii) Compliance with Law. Each
Receivable and the sale of the Financed Vehicle
shall have complied at the time it was origi-
nated or made and at the execution of the
Agreement shall comply in all material respects
with all requirements of applicable federal,
State, and local laws, and regulations thereun-
der, including, without limitation, usury laws,
the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Report-
ing Act, the Fair Debt Collection Practices
Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve
Board's Regulations B and Z, and State adapta-
tions of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consum-
er 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 writ-
ing of the Obligor, enforceable by the holder
thereof in accordance with its terms subject to
the effect of bankruptcy, insolvency, reorgani-
zation, or other similar laws affecting the
enforcement of creditors' rights generally.
(v) No Government Obligor.
None of the Receivables shall be due from the
United States of America or any State or from
any agency, department, or instrumentality of
the United States of America or any State.
(vi) Security Interest in Fi-
nanced Vehicle. Immediately prior to the sale,
assignment, and transfer thereof, each Receiv-
able shall be secured by a validly perfected
first security interest in the Financed Vehicle
in favor of Ford Motor Credit Company as se-
cured party or all necessary and appropriate
actions shall have been commenced that would
result in the valid perfection of a first secu-
rity interest in the Financed Vehicle in favor
of Ford Motor Credit Company as secured party.
(vii) Receivables in Force. No
Receivable shall have been satisfied, subordi-
nated, or rescinded, nor shall any Financed
Vehicle have been released from the lien grant-
ed 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 mate-
rials 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. Except for
payment defaults continuing for a period of not
more than thirty 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 condi-
tion 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 forego-
ing.
(xii) Insurance. Ford Motor
Credit Company, in accordance with its custom-
ary procedures, shall have determined that the
Obligor has obtained or agreed to obtain physi-
cal damage insurance covering the Financed
Vehicle.
(xiii) Title. It is the intention
of the Seller that the transfer and assignment
herein contemplated constitute a sale of the
Receivables from the Seller to the Trust 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 bank-
ruptcy 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 Trustee.
Immediately prior to the transfer and assign-
ment herein contemplated, the Seller had good
and marketable title to each Receivable free
and clear of all Liens, encumbrances, security
interests, and rights of others and, immediate-
ly upon the transfer thereof, the Trustee for
the benefit of the Certificateholders shall
have good and marketable title to each Receiv-
able, free and clear of all Liens, encumbranc-
es, security interests, and rights of others;
and the transfer has been perfected under the
UCC.
(xiv) Valid Assignment. No Receivable
shall have been originated in, or
shall be subject to the laws of, any jurisdic-
tion under which the sale, transfer, and as-
signment of such Receivable under the Agreement
or pursuant to transfers of 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 Trustee a first perfected ownership inter-
est in the Receivables shall have been made.
xvi) Chattel Paper. Each Receivable
constitutes "chattel paper" as defined
in the UCC.
(xvii) No Simple Interest Receivables.
None of the Receivables are Simple
Interest Receivables.
(xviii) One Original. There shall
be only one original executed copy of each
Receivable.
(xix) Agreement. The representa-
tions and warranties in the Agreement shall be
true.
Section 12.2 Repurchase Upon Breach. The
Seller, the Servicer, or the Trustee, as the case may be,
shall inform the other parties to the Agreement and Ford
Motor Credit Company promptly, in writing, upon the
discovery of any breach of the Seller's representations
and warranties pursuant to Section 12.1. Unless the
breach shall have been cured by the last day of the
second Collection Period following the discovery, the
Trustee shall enforce the obligation of the Seller under
the Purchase Agreement, and, if necessary, the Seller
shall enforce the obligation of Ford Motor Credit Company
under the Purchase Agreement, to repurchase any Receiv-
able materially and adversely affected by the breach as
of such last day (or, at the Seller's option, the last
day of the first Collection Period following the discov-
ery). In consideration of the purchase of the Receiv-
able, the Seller shall remit the Purchase Amount, in the
manner specified in Section 14.5. The sole remedy of the
Trustee, the Trust, or the Certificateholders with re-
spect to a breach of the Seller's representations and
warranties pursuant to Section 12.1 shall be to require
the Seller to repurchase Receivables pursuant to this
Section 12.2 or to enforce the obligation of Ford Motor
Credit Company to the Seller to repurchase such Receiv-
ables pursuant to the Purchase Agreement.
Section 12.3 Custody of Receivable Files. To
assure uniform quality in servicing the Receivables and
to reduce administrative costs, the Trustee, upon the
execution and delivery of the Agreement, hereby revocably
appoints the Servicer, and the Servicer hereby accepts
such appointment, to act as the agent of the Trustee as
custodian of the following documents or instruments which
are hereby constructively delivered to the Trustee with
respect to each Receivable:
(i) The original of the Receivable.
(ii) The original credit application
fully executed by the Obligor or a photocopy
thereof.
(iii) The original certificate of
title or such documents that the Servicer or
Ford Motor Credit Company shall keep on file,
in accordance with its customary procedures,
evidencing the security interest of Ford Motor
Credit Company in the Financed Vehicle.
(iv) Any and all other documents
that the Servicer or the Seller shall keep on
file, in accordance with its customary proce-
dures, relating to a Receivable, an Obligor, or
a Financed Vehicle.
The Servicer shall provide an Officer's Certif-
icate to the Trustee confirming that the Servicer has
received on behalf of the Trustee all the documents and
instruments necessary for the Servicer to act as the
agent of the Trustee for the purposes set forth in this
Section, including the documents referred to herein, and
the Trustee is hereby authorized to rely on such
Officer's Certificate.
Section 12.4 Duties of Servicer as Custodian.
(a) Safekeeping. The Servicer shall hold
the Receivable Files on behalf of the Trustee for the use
and benefit of all present and future Certificateholders,
and maintain such accurate and complete accounts, re-
cords, and computer systems pertaining to each Receivable
File as shall enable the Trustee to comply with these
Standard Terms and Conditions of Agreement. In perform-
ing its duties as custodian the Servicer shall act with
reasonable care, using that degree of skill and attention
that the Servicer exercises with respect to the receiv-
able files relating to all comparable automotive receiv-
ables that the Servicer services for itself or others.
In accordance with its customary practices with respect
to its retail installment sale contracts, the Servicer
shall conduct, or cause to be conducted, periodic audits
of the Receivable Files held by it under the Agreement,
and of the related accounts, records, and computer sys-
tems, in such a manner as shall enable the Trustee to
verify the accuracy of the Servicer's record keeping.
The Servicer shall promptly report to the Trustee any
failure on its part to hold the Receivable Files and
maintain its accounts, records, and computer systems as
herein provided and promptly take appropriate action to
remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by
the Trustee of the Receivable Files.
(b) Maintenance of and Access to Records.
The Servicer shall maintain each Receivable File at one
of its offices specified in Schedule B to the Agreement,
or at such other office as shall be specified to the
Trustee by written notice not later than 90 days after
any change in location. The Servicer shall make avail-
able to the Trustee or its duly authorized representa-
tives, attorneys, or auditors a list of locations of the
Receivable Files, the Receivable Files, and the related
accounts, records, and computer systems maintained by the
Servicer at such times as the Trustee shall instruct.
Section 12.5 Instructions; Authority to Act.
All instructions from the Trustee shall be in writing and
signed by a Trust Officer, and the Servicer shall be
deemed to have received proper instructions with respect
to the Receivable Files upon its receipt of such written
instructions.
Section 12.6 Custodian's Indemnification. The
Servicer as custodian shall indemnify the Trustee for any
and all liabilities, obligations, losses, compensatory
damages, payments, costs, or expenses of any kind whatso-
ever that may be imposed on, incurred, or asserted
against the Trustee as the result of any improper act or
omission in any way relating to the maintenance and
custody by the Servicer as custodian of the Receivable
Files; provided, however, that the Servicer shall not be
liable for any portion of any such amount resulting from
the willful misfeasance, bad faith, or negligence of the
Trustee.
Section 12.7 Effective Period and Termination.
The Servicer's appointment as custodian shall become
effective as of the Cutoff Date and shall continue in
full force and effect until terminated pursuant to this
Section 12.7. If Ford Motor Credit Company shall resign
as Servicer in accordance with the provisions of the
Agreement or if all of the rights and obligations of the
Servicer shall have been terminated under Section 19.01,
the appointment of the Servicer as custodian shall be
terminated by the Trustee, or by the Holders of Class A
Certificates evidencing not less than 25% of the Class A
Certificate Balance, in the same manner as the Trustee or
such Holders may terminate the rights and obligations of
the Servicer under Section 19.1. As soon as practicable
after any termination of such appointment, the Servicer
shall deliver the Receivable Files and the related ac-
counts and records maintained by the Servicer to the
Trustee or the Trustee's agent at such place or places as
the Trustee may reasonably designate.
<PAGE>
ARTICLE XIII
Administration and Servicing of Receivables
Section 13.1 Duties of Servicer. The Servicer
shall manage, service, administer, and make collections
on the Receivables with reasonable care, using that
degree of skill and attention that the Servicer exercises
with respect to all comparable receivables that it ser-
vices for itself or others. The Servicer's duties shall
include collection and posting of all payments, respond-
ing to inquiries of Obligors on such Receivables, inves-
tigating delinquencies, sending payment coupons to
Obligors, reporting tax information to Obligors, account-
ing for collections, furnishing monthly and annual state-
ments to the Trustee with respect to distributions, and
making Advances pursuant to Section 14.4. The Servicer
shall follow its customary standards, policies, and
procedures in performing its duties as Servicer. Without
limiting the generality of the foregoing, the Servicer is
authorized and empowered by the Trustee to execute and
deliver, on behalf of itself, the Trust, the Certificate-
holders, or the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or partial
or full release or discharge, and all other comparable
instruments, with respect to such Receivables or to the
Financed Vehicles securing such Receivables. If the
Servicer shall commence a legal proceeding to enforce a
Receivable, the Trustee (in the case of a Receivable
other than a Purchased Receivable) shall thereupon be
deemed to have automatically assigned, solely for the
purpose of collection, such Receivable to the Servicer.
If in any enforcement suit or legal proceeding it shall
be held that the Servicer may not enforce a Receivable on
the ground that it shall not be a real party in interest
or a holder entitled to enforce the Receivable, the
Trustee shall, at the Servicer's expense and direction,
take steps to enforce the Receivable, including bringing
suit in its name or the name of the Certificateholders.
The Trustee shall furnish the Servicer with any powers of
attorney and other documents reasonably necessary or
appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder. The
Servicer, at its expense, shall obtain on behalf of the
Trust all licenses, if any, required by the laws of any
jurisdiction to be held by the Trust in connection with
ownership of the Receivables, and shall make all filings
and pay all fees as may be required in connection there-
with during the term hereof.
Section 13.2 Collection of Receivable Pay-
ments. The Servicer shall make reasonable efforts to
collect all payments called for under the terms and
provisions of such Receivables as and when the same shall
become due and shall follow such collection procedures as
it follows with respect to all comparable receivables
that it services for itself or others. The Servicer may
grant extensions, rebates, or adjustments on a Receiv-
able, which shall not, for the purposes of the Agreement
(other than Section 13.6 hereof), modify the original due
dates and amounts of the Scheduled Payments. The
Servicer may in its discretion waive any late payment
charge or any other fees that may be collected in the
ordinary course of servicing a Receivable.
Section 13.3 Realization Upon Receivables. On
behalf of the Trust, the Servicer shall use reasonable
efforts, consistent with its customary servicing proce-
dures, to repossess or otherwise convert the ownership of
the Financed Vehicle securing any Receivable as to which
the Servicer shall have determined eventual payment in
full is unlikely. The Servicer shall follow such custom-
ary and usual practices and procedures as it shall deem
necessary or advisable in its servicing of comparable
receivables, which may include reasonable efforts to
realize upon any Dealer Recourse and selling the Financed
Vehicle at public or private sale. The foregoing shall
be subject to the provision that, in any case in which
the Financed Vehicle shall have suffered damage, the
Servicer shall not expend funds in connection with the
repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such
repair and/or repossession will increase the Liquidation
Proceeds by an amount greater than the amount of such
expenses.
Section 13.4 [Reserved]
Section 13.5 Maintenance of Security Interests
in Financed Vehicles. The Servicer shall, in accordance
with its customary servicing procedures, take such steps
as are necessary to maintain perfection of the security
interest created by each Receivable in the related Fi-
nanced Vehicle. The Trustee hereby authorizes the
Servicer to take such steps as are necessary to re-per-
fect such security interest on behalf of the Trust in the
event of the relocation of a Financed Vehicle or for any
other reason.
Section 13.6 Covenants of Servicer. The
Servicer shall not release the Financed Vehicle securing
each such Receivable from the security interest granted
by such Receivable in whole or in part except in the
event of payment in full by or on behalf of the Obligor
thereunder or repossession, nor shall the Servicer impair
the rights of the Certificateholders in the Receivables,
nor shall the Servicer change the Annual Percentage Rate
with respect to any Receivable, nor shall the Servicer
modify the number or amount of Scheduled Payments under a
Receivable.
Section 13.7 Purchase of Receivables Upon
Breach. (a) The Servicer or the Trustee shall inform
the other party promptly, in writing, upon the discovery
of any breach pursuant to Section 13.2, 13.5 or 13.6.
Unless the breach shall have been cured by the last day
of the second Collection Period following such discovery
(or, at the Servicer's election, the last day of the
first following Collection Period), the Servicer shall
purchase any Receivable materially and adversely affected
by such breach as determined by the Trustee (which shall
include any Receivable as to which a breach of Section
13.06 has occurred). In consideration of the purchase of
such Receivable, the Servicer shall remit the Purchase
Amount in the manner specified in Section 14.05. For
purposes of this Section 13.7, the Purchase Amount shall
consist in part of a release by the Servicer of all
rights of reimbursement with respect to Outstanding
Advances on the Receivable. The sole remedy of the
Trustee, the Trust, or the Certificateholders with re-
spect to a breach pursuant to Section 13.2, 13.5 or 13.6
shall be to require the Servicer to purchase Receivables
pursuant to this Section 13.7.
(b) In the event that the Obligor with
respect to a Receivable shall have been declared bankrupt
and at such time or thereafter the Servicer's records
relating to such Receivable shall record that the period-
ic payment thereon has been reduced at or since such
declaration and that such Receivable has been extended
beyond September 30, 1999, the Servicer shall pay an
amount equal to the amount of a prepayment which would
cause such a reduction in the amount of the new periodic
payment over the remainder of the original scheduled life
of the Receivable.
Section 13.8 Servicer Fee. The Servicer shall
be entitled to any interest earned on the amounts depos-
ited in the Collection Account and the Payahead Account
during such Collection Period plus all late fees, prepay-
ment charges (including, in the case of a Receivable that
provides for payments according to the "Rule of 78's" and
that is prepaid in full, the difference between the
Principal Balance of such Receivable (plus accrued inter-
est to the date of prepayment) and the principal balance
of such Receivable computed according to the "Rule of
78's"), and other administrative fees and expenses or
similar charges allowed by applicable law with respect to
Receivabs during such Collection Period (the "Supplemen-
tal Servicing Fee"). The Servicer also shall be entitled
to the Servicing Fee, as provided herein.
Section 13.9 Servicer's Certificate. (a) On
or about the tenth day of each calendar month, the
Servicer shall deliver to the Trustee (with
a copy to each of the rating agencies requested
to provide a rating on the Class A Certifi-
cates) a Servicer's Certificate containing all informa-
tion necessary to make the distributions pursuant to
Section 14.6 (including, if required, withdrawals from or
deposits to the Payahead Account and Advances by the
Servicer pursuant to Section 14.4) for the Collection
Period preceding the date of such Servicer's Certificate,
and all information necessary for the Trustee to send
statements to Certificateholders pursuant to Section
14.9. Receivables purchased or to be purchased by the
Servicer or the Seller shall be identified by the
Servicer by the Seller's account number with respect to
such Receivable (as specified in Schedule A of the Agree-
ment).
(b) On or about the fifth (but in no
event later than the tenth) calendar day of
each calendar month, the Servicer shall deliv-
er to the underwriter(s) of the Class A Certificates the
Class A Certificate Factor as of the close of business on
the Distribution Date occurring in that month.
Section 13.10 Annual Statement as to Compli-
ance; Notice of Default. (a) The Servicer shall deliver
to the Trustee and to each of the rating agencies re-
quested by the Seller or an affiliate to provide a rating
on the Class A Certificates which is then rating the
Class A Certificates, on or before April 30 of each year
beginning April 30, 1995, an Officer's Certificate, dated
as of December 31 of the preceding calendar year, stating
that (i) a review of the activities of the Servicer
during the preceding 12-month (or shorter) period and of
its performance under the Agreement has been made under
such officer's supervision and (ii) to the best of such
officer's knowledge, based on such review, the Servicer
has fulfilled all its obligations under the Agreement
throughout such year, or, if there has been a default in
the fulfillment of any such obligation, specifying each
such default known to such officer and the nature and
status thereof. A copy of such certificate and the
report referred to in Section 13.11 may be obtained by
any Certificateholder by a request in writing to the
Trustee addressed to the Corporate Trust Office.
(b) The Servicer shall deliver to
the Trustee and to each of the rating agencies requested
by the Seller or an affiliate to provide a rating on the
Class A Certificates which is then rating the Class A
Certificates, promptly after having obtained knowledge
thereof, but in no event later than 5 Business Days
thereafter, written notice in an Officer's Certificate of
any event which with the giving of notice or lapse of
time, or both, would become an Event of Default under
Section 19.1. The Seller shall deliver to the Trustee
and to each of such rating agencies then rating the Class
A Certificates, promptly after having obtained knowledge
thereof, but in no event later than 5 Business Days
thereafter, written notice in an Officer's Certificate of
any event which with the giving of notice or lapse of
time, or both, would become an Event of Default under
clause (ii) of Section 19.1.
Section 13.11 Annual Independent Certified
Public Accountant's Report. The Servicer shall cause a
firm of independent certified public accountants, who may
also render other services to the Servicer or to the
Seller or to Ford Motor Credit Company, to deliver to the
Trustee and each of the rating agencies then rating the
Class A Certificates on or before April 30 of each year
beginning April 30, 1995 with respect to the prior calen-
dar year a report addressed to the Board of Directors of
the Servicer and to the Trustee, to the effect that such
firm has audited the financial statements of the Servicer
and issued its report thereon and that such audit (1) was
made in accordance with generally accepted auditing
standards, (2) included tests relating to automotive
loans serviced for others in accordance with the require-
ments of the Uniform Single Audit Program for Mortgage
Bankers (the "Program"), to the extent the procedures in
such Program are applicable to the servicing obligations
set forth in the Agreement, and (3) except as described
in the report, disclosed no exceptions or errors in the
records relating to automobile and light truck loans
serviced for others that, in the firm's opinion, para-
graph four of such Program requires such firm to report.
The Report will also indicate that the firm is
independent of the Servicer within the meaning of the
Code of Professional Ethics of the American Institute of
Certified Public Accountants.
Section 13.12 Access to Certain Documentation
and Information Regarding Receivables. The Servicer
shall provide to the Certificateholders access to the
Receivables Files in such cases where the Certificate-
holder shall be required by applicable statutes or regu-
lations to review such documentation. Access shall be
afforded without charge, but only upon reasonable request
and during the normal business hours at the respective
offices of the Servicer. Nothing in this Section shall
affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer
to provide access to information as a result of such
obligation shall not constitute a breach of this Section
13.12.
Section 13.13 Servicer Expenses. The Servicer
shall be required to pay all expenses incurred by it in
connection with its activities hereunder, including fees
and disbursements of independent accountants, taxes
imposed on the Servicer and expenses incurred in connec-
tion with distributions and reports to Certificatehold-
ers.
ARTICLE XIV
Distributions; Subordination Spread Account;
Statements to Certificateholders
Section 14.1 Accounts. (a) The Servicer
shall establish the Collection Account and the Certifi-
cate Account in the name of the Trustee for the benefit
of the Certificateholders, and shall establish the
Payahead Account in the name of the Trustee on behalf of
the Obligors. The Collection Account and the Payahead
Account shall be segregated trust accounts initially
established with the Trustee and maintained with the
Trustee so long as (i) the deposits of the Trustee have
the Required Deposit Rating or (ii) the Collection Ac-
count and the Payahead Account are maintained in the
Corporate Trust Department of the Trustee; provided,
however, that all amounts held in the Collection Account
and the Payahead Account shall, to the extent permitted
by applicable laws, rules, and regulations, be invested
as directed by the Servicer by the bank or trust company
then maintaining the accounts in interest-bearing time
deposits of such bank or trust company (provided that
such investments shall have the Required Deposit Rating)
that mature not later than the Distribution Date for the
Collection Period to which such amounts relate and any
such time deposits so acquired shall be held until matu-
rity and provided, further that if the Servicer is re-
quired to remit collections daily to the Collection
Account pursuant to Section 14.2 then such remittances,
and any remittances to the Payahead Account, shall be
invested at the written direction of the Servicer as to
specific investments in investments rated A-1+ by Stan-
dard & Poor's Ratings Group and P-1 by Moody's Investors
Service, Inc. or in other investments as may be permitted
by each of such rating agencies, in each case maturing on
the Distribution Date next succeeding the date of invest-
ment. Such written direction shall certify that any such
investment is authorized by this Section. The Certifi-
cate Account shall be a segregated trust account estab-
lished and maintained with the Trustee, and the amounts
in such account shall not be invested. Should the short-
term unsecured debt obligations of the Trustee no longer
have the Required Deposit Rating then, unless the Collec-
tion Account and the Payahead Account are maintained in
the Corporate Trust Department of the Trustee, the
Servicer shall as soon as is reasonably practical, with
the Trustee's assistance as necessary, cause the Collec-
tion Account and the Payahead Account (i) to be moved to
a bank or trust company, the short-term unsecured debt
obligations of which shall have the Required Deposit
Rating or (ii) to be moved to the Corporate Trust Depart-
ment of the Trustee.
(b) Notwithstanding the provisions
of clause (a) above and of the third paragraph of Section
14.6(a), for so long as (i) Ford Motor Credit Company is
the Servicer, (ii) the rating of Ford Motor Credit
Company's short-term unsecured debt is at least P-1 by
Moody's Investors Service, Inc. and is at least A-1 by
Standard & Poor's Ratings Group and (iii) no Event of De-
fault shall have occurred (each, a "Monthly Remittance
Condition"), Payaheads need not be remitted to and depos-
ited in the Payahead Account but instead may be remitted
to and held by the Servicer. So long as such conditions
are met, the Servicer shall not be required to segregate
or otherwise hold separate any Payaheads remitted to the
Servicer as aforesaid but shall be required to remit
Payaheads to the Certificate Account in accordance with
Section 14.6(a)(ii). At any time as such conditions are
not met, the Servicer shall deposit in the Payahead
Account the amount of any Payaheads then held or received
by it. Notwithstanding the foregoing, if a Monthly
Remittance Condition is not satisfied the Servicer may
utilize, with respect to Payaheads, an alternative remit-
tance schedule (which may include the remittance schedule
utilized by the Servicer before the Monthly Remittance
Condition became unsatisfied), if the Servicer provides
to the Trustee written confirmation from each rating
agency which has an outstanding rating on the Class A
Certificates and was requested by the Seller or an affil-
iate to rate the Class A Certificates that such alterna-
tive remittance schedule will not result in the downgrad-
ing or withdrawal by such rating agencies of the ratings
then assigned to the Class A Certificates. The Trustee
shall not be deemed to have knowledge of any event or
circumstance under clause (iii) of the first sentence of
this Section 14.1(b) that would require remittance of the
Payaheads to the Payahead Account unless the Trustee has
received notice of such event or circumstance from the
Seller or the Servicer in an Officer's Certificate or
from the Holders of Class A Certificates evidencing not
less than 25% of the Class A Certificate Balance or
unless a Trustee Officer in the Corporate Trust Office
with knowledge hereof and familiarity herewith has actual
knowledge of such event or circumstance.
Section 14.2 Collections. The Servicer shall
remit daily to the Collection Account (i) all payments by
or on behalf of the Obligors (including Payaheads on the
Receivables but excluding Purchased Receivables) and (ii)
all Liquidation Proceeds, both as collected during the
Collection Period. Ford Motor Credit Company, so long as
it is acting as the Servicer, may make remittances of
collections on a less frequent basis than that specified
in the immediately preceding sentence. It is understood
that such less frequent remittances may be made only on
the specific terms and conditions set forth below in this
Section 14.2 and only for so long as such terms and
conditions are fulfilled. Accordingly, notwithstanding
the provisions of the first sentence of this Section
14.2, the Servicer shall remit collections received
during a Collection Period to the Collection Account in
immediately available funds on the related Distribution
Date but only for so long as each Monthly Remittance
Condition is satisfied. Notwithstanding the foregoing,
if a Monthly Remittance Condition is not satisfied the
Servicer may utilize an alternative remittance schedule
(which may include the remittance schedule utilized by
the Servicer before the Monthly Remittance Condition
became unsatisfied), if the Servicer provides to the
Trustee written confirmation from each rating agency
which has an outstanding rating on the Class A Certifi-
cates and was requested by the Seller or an affiliate to
rate the Class A Certificates that such alternative
remittance schedule will not result in the downgrading or
withdrawal by such rating agencies of the ratings then
assigned to the Class A Certificates. The Trustee shall
not be deemed to have knowledge of any event or circum-
stance under clause (iii) of the definition of Monthly
Remittance Condition that would require daily remittance
by the Servicer to the Collection Account unless the
Trustee has received notice of such event or circumstance
from the Seller or the Servicer in an Officer's Certifi-
cate or from the Holders of Class A Certificates evidenc-
ing not less than 25% of the Class A Certificate Balance
or a Trustee Officer in the Corporate Trust Office with
knowledge hereof or familiarity herewith has actual
knowledge of such event or circumstance. For purposes of
this Article XIV the phrase "payments by or on behalf of
Obligors" shall mean payments made by Persons other than
the Servicer or by other means.
<PAGE>
Section 14.3 Application of Collections. For
the purposes of this Agreement, as of the close of busi-
ness on the last day of each Collection Period, all
collections for the Collection Period with respect to
each Receivable (other than a Purchased Receivable) shall
be applied by the Servicer as follows:
Payments by or on behalf of the Obligor
which are not late fees, prepayment charges, or
other administrative fees and expenses, or
similar charges, applied in accordance with
Section 13.8 shall be applied first to reduce
Outstanding Advances made with respect to such
Receivable, as described in Section 14.4(a)
below. Next, any excess shall be applied to
the Scheduled Payment with respect to such
Receivable. Finally, any remaining excess
(except partial prepayments which cause a re-
duction in the Obligor's periodic payment to
below the Scheduled Payment as of the Cutoff
Date) shall be added to the Payahead Balance,
and shall be applied to prepay the Receivable,
but only if the sum of such excess and the
previous Payahead Balance shall be sufficient
to prepay the Receivable in full. Otherwise,
any remaining excess payments shall constitute
a Payahead, and shall increase the Payahead
Balance.
Section 14.4 Advances. (a) As of the close
of business on the last day of each Collection Period, if
the payments by or on behalf of the Obligor on a Receiv-
able (other than a Purchased Receivable) after applica-
tion under 14.3 shall be less than the Scheduled Payment,
whether as a result of any extension granted to the
Obligor or otherwise, the Payahead Balance, if any, with
respect to such Receivables shall be applied by the
Servicer to the extent of the shortfall, and such
Payahead Balance shall be reduced accordingly. Next,
subject to the following sentence, the Servicer shall
make an Advance of any remaining shortfall. The Servicer
will be obligated to make an Advance in respect of a
Receivable only to the extent that the Servicer, in its
sole discretion, shall determine that the Advance shall
be recoverable from subsequent collections or recoveries
on any Receivable. With respect to each Receivable, the
Advance shall increase Outstanding Advances. Outstanding
Advances shall be reduced by subsequent payments by or on
behalf of the Obligor, collections of Liquidation Pro-
ceeds and payments of the Purchase Amount.
If the Servicer shall determine that
an Outstanding Advance with respect to any Receivable
shall not be recoverable, the Servicer shall be reim-
bursed from any collections made on other Receivables in
the Trust, and Outstanding Advances with respect to such
Receivable shall be reduced accordingly.
(b) In the event that an Obligor
shall prepay a Receivable in full, if the related con-
tract did not require such Obligor to pay a full month's
interest, for the month of prepayment, at the Annual
Percentage Rate, the Servicer shall make an
unreimbursable advance of the amount of such interest.
Section 14.5 Additional Deposits. The
Servicer shall deposit in the Collection Account the
aggregate Advances pursuant to Section 14.4(a) and the
aggregate advances pursuant to Section 14.4(b). To the
extent that the Servicer fails to make an advance pursu-
ant to Section 14.4(b) on the date required, the Class A
Agent shall withdraw such amount from the Subordination
Spread Account and deposit such amount in the Collection
Account. The Servicer and the Seller shall deposit in
the Collection Account the aggregate Purchase Amount with
respect to Purchased Receivables and the Servicer shall
deposit therein all amounts to be paid under Sections
21.2 and 13.7(b). All such deposits with respect to a
Collection Period shall be made, in immediately available
funds, on the Distribution Date related to such Collec-
tion Period.
Section 14.6 Distributions.
(a) On each Distribution Date, the Trustee
shall cause to be made the following transfers and
distributions in the amounts set forth in the Servicer's
Certificate for such Distribution Date:
(i) From the Collection Account
to the Certificate Account, in immediately
available funds, the entire amount then on
deposit in the Collection Account; provided,
however, that in the event that the Servicer is
required to make deposits to the Collection
Account on a daily basis pursuant to Section
14.2, the amount of the funds transferred from
the Collection Account to the Certificate Ac-
count will include only those funds that were
deposited in the Collection Account for the
Collection Period related to such Distribution
Date.
(ii) From the Payahead Account,
or from the Servicer in the event the provi-
sions of Section 14.1(b) above are applicable,
to the Certificate Account, in immediately
available funds, (x) the portion of Payaheads
constituting Scheduled Payments or prepayments
in full, required by Sections 14.3 and 14.4(a),
and (y) the Payahead Balance, if any, relating
to any Purchased Receivable.
(iii) From the Certificate Ac-
count to the Payahead Account, or to the
Servicer in the event the provisions of Sec-
tions 14.1(b) above are applicable, in immedi-
ately available funds, the aggregate Payaheads
required by Section 14.3 for the Collection
Period related to such Distribution Date.
(iv) From the Certificate Ac-
count to the Servicer, in immediately available
funds, repayment of Outstanding Advances pursu-
ant to Section 14.4(a).
(b) Prior to each Distribution Date, the
Servicer shall on each Determination Date calculate the
Total Available Amount, the Available Interest, the
Available Principal, the Class A Distributable Amount and
the Class B Distributable Amount and, based on the Total
Available Amount and the other distributions to be made
on such Distribution Date, determine the amount distrib-
utable to Certificateholders of each Class.
(c) On each Distribution Date, the Trustee
(based on the information contained in the Servicer's
Certificate delivered on the related Determination Date
pursuant to Section 13.09) shall, subject to subsection
(d) hereof, make the following distributions in the
following order of priority:
(i) first, to the Servicer,
from the Available Interest, the Servicer Fee
and all unpaid Servicer Fees from prior Collec-
tion Periods;
(ii) second, to the Class A
Certificateholders:
(A) from the Class A Percentage
of the Available Interest (except as
provided in the proviso to subsection (d)(i)
below) (as such Available Interest has been re-
duced by Servicer Fee payments), an amount
equal to the sum of the Class A Interest Dis-
tributable Amount and any outstanding Class A
Interest Carryover Shortfall as of the close of
the preceding Distribution Date (plus interest
<PAGE>
on such Class A Interest Carryover Shortfall at
the Pass-Through Rate from such preceding Dis-
tribution Date through the current Distribution
Date, to the extent permitted by law);
(B) from the Class A Percentage
of the Available Principal, an amount
equal to the sum of the Class A Principal Dis-
tributable Amount and any outstanding Class A
Principal Carryover Shortfall as of the close
of the preceding Distribution Date;
(iii) third, to the Class B Certificateholders
subject to Section 14.7(d) below:
(A) from the Available
Interest (as such Available Interest has been
reduced by payments pursuant to clauses (i) and
(ii) above), an amount equal to the sum of the
Class B Interest Distributable Amount and any
outstanding Class B Interest Carryover Short-
fall as of the close of the preceding Distribu-
tion Date; and
(B) from the Class B Percentage
of the Available Principal, an amount
equal to the sum of the Class B Principal Dis-
tributable Amount and any outstanding Class B
Principal Carryover Shortfall as of the close
of the preceding Distribution Date;
provided, however, that amounts otherwise distributable
to the Class B Certificateholders shall instead be depos-
ited by the Trustee in the Subordination Spread Account
to the extent provided in Section 14.7(c) hereof to cover
any Subordination Spread Account deficiency resulting
from payments on such Distribution Date from the Subordi-
nation Spread Account pursuant to Section 14.6(d) or
otherwise.
(d) The rights of the Class B Certifi-
cateholders to receive distributions in respect of the
Class B Certificates shall be and hereby are subordinated
to the rights of the Class A Certificateholders to re-
ceive distributions in respect of the Class A Certifi-
cates and the rights of the Servicer to receive the
Servicing Fee (and any accrued and unpaid Servicer Fees
from prior Collection Periods) in the event of delinquen-
cy or defaults on the Receivables. Such subordination
shall be effected as follows, and all payments shall be
effected pursuant to clause (i) below prior to any pay-
ments pursuant to clause (ii):
<PAGE>
(i) If the Class A Percentage
of the Available Interest (as such Available
Interest has been reduced by Servicer Fee pay-
ments) is less than the sum of the Class A
Interest Distributable Amount and any Class A
Interest Carryover Shortfall (including inter-
est on such Shortfall as provided in paragraph
(c)(ii)(A) above) from the preceding Distribu-
tion Date, the Class A Certificateholders shall
be entitled to receive distributions in respect
of such deficiency first, from the Class B
Percentage of the Available Interest; second,
if such amounts are insufficient, from amounts
on deposit in the Subordination Spread Account;
and third, if such amounts are insufficient,
from the Class B Percentage of the Available
Principal; provided, however, that if the
amount required to be advanced by the Servicer
pursuant to Section 14.4(b) for the Collection
Period shall not have been advanced by the
Servicer, the resulting shortfall shall be
allocated pro rata among the Class A Certifi-
cates and the Class B Certificates and any such
shortfall with respect of the Class A Certifi-
cates (and any Class A Carryover Shortfalls
attributable thereto) shall be paid only from
amounts that are or become available in the
Subordination Spread Account after giving ef-
fect to any deposit thereto on such day. Upon
either the written instructions of the Servicer
or the written instructions of the Trustee
(based solely on the information contained in
the Servicer's Certificate delivered on the
related Determination Date pursuant to Section
13.9), the Class A Agent shall release from the
amounts available in the Subordination Spread
Account the amounts required pursuant to Sec-
tion 14.6(c)(ii) above and distribute such
amounts to the Trustee.
(ii) If the Class A Percentage
of the Available Principal is less than the sum
of the Class A Principal Distributable Amount
and any Class A Principal Carryover Shortfall
from the preceding Distribution Date, the Class
A Certificateholders shall be entitled to re-
ceive distributions in respect of such defi-
ciency first, from the Class B Percentage of
the Available Principal; second, if such
amounts are insufficient, from amounts on de-
posit in the Subordination Spread Account; and
third, if such amounts are insufficient, from
the Class B Percentage of the Available Inter-
est. Upon either the written instructions of
the Servicer or the written instructions of the
Trustee (based solely on the information con-
tained in the Servicer's Certificate delivered
on the related Determination Date pursuant to
Section 13.9), the Class A Agent shall release
from the amounts available in the Subordination
Spread Account the amounts required pursuant to
Section 14.6(c)(ii) above and distribute such
amounts to the Trustee.
(e) Subject to Section 21.1 respecting
the final payment upon retirement of each Certificate,
the Servicer shall on each Distribution Date instruct the
Trustee to distribute to each Certificateholder of any
Class of record on the preceding Record Date either by
wire transfer, in immediately available funds to the
account of such holder at a bank or other entity having
appropriate facilities therefor, if such Certificatehold-
er is the Seller or a Clearing Agency and shall have
provided to the Servicer appropriate instructions prior
to such Distribution Date, or, if not, by check mailed to
such Certificateholder (such check to be mailed as soon
as reasonably practicable on or after such Distribution
Date) at the address of such holder appearing in the
Certificate Register, the amounts to be distributed to
such Certificateholder pursuant to such holder's Certifi-
cates.
Section 14.7 Subordination; Subordination
Spread Account; Priority of Distributions.
(a) (i) In order to effectuate the
subordination provided for herein, there shall be estab-
lished and maintained with the Class A Agent a separate
trust account (the "Subordination Spread Account") to
include the money and other property deposited and held
therein pursuant to this subsection 14.7(a)(i) and sub-
section 14.7(a)(ii). On the date of issuance of the
Certificates, the Seller shall deposit the Subordination
Initial Deposit, if any, into the Subordination Spread
Account. The Subordination Spread Account shall not be
part of the Trust. Each of the Class A Certificatehold-
ers, on behalf of itself and its successors and assigns
(including, but not limited to, any future Holder of a
Class A Certificate) hereby appoints Chemical Bank,
acting in its capacity as agent for the purposes of this
Section 14.7 and not as Trustee, with respect to the
Subordination Spread Account and the Subordination Spread
Account Property (the "Class A Agent"), and the Class A
Agent hereby accepts such appointment.
(ii) In order to provide for the prompt payment
to the Class A Certificateholders and the
Servicer, in accordance with subsections 14.6(c)
and 14.6(d), to give effect to the subordination
provided for herein, and to assure availability of
the amounts maintained in the Subordination Spread
Account:
(A) The Seller, as initial
holder of the Class B Certificates, hereby
sells, conveys, and transfers to the Class A
Agent and its successors and assigns, the Sub-
ordination Initial Deposit and all proceeds
thereof, subject, however, to the limitations
set forth below, and solely for the purpose of
providing for payment of the Class A Distribut-
able Amount provided for in Section 14.6 and
this Section; and
(B) The Seller, as initial
holder of the Class B Certificates, on behalf
of itself and its successors and assigns hereby
sells, conveys, and transfers to the Class A
Agent, all its right, title, and interest in
and to the Subordination Spread Account, sub-
ject, however, to the limitations set forth
below, and all proceeds of the foregoing, in-
cluding, without limitation, all other amounts
and investments held from time to time in the
Subordination Spread Account (whether in the
form of deposit accounts, Physical Property,
book-entry securities, uncertificated securi-
ties, or otherwise) subject, however, to the
limitations set forth below, and solely for the
purpose of providing for payment of the Class A
Distributable Amount provided for in Section
14.06 and this Section;
(all of the foregoing, subject to the limitations set
forth below, the "Subordination Spread Account Proper-
ty"), to have and to hold all the aforesaid property,
rights and privileges unto the Class A Agent, its succes-
sors and assigns, in trust for the uses and purposes, and
subject to the terms and provisions, set forth in this
Section 14.7. The Class A Agent hereby acknowledges such
transfer and accepts the trust hereunder and shall hold
and distribute the Subordination Spread Account Property
in accordance with the terms and provisions of this
Section 14.7.
(i) The trust established pursuant
to this Section 14.7 shall not under any
circumstances be deemed to be part of or other-
wise includable in the Trust.
(b) On each Distribution Date, if the
amount of the Subordination Spread Account (after giving
effect to all payments to be made from such Account
pursuant to Section 14.6(d) on such Date) is less than
the Specified Subordination Spread Account Balance for
such Distribution Date, the Servicer shall instruct the
Trustee, after payment of any amounts required to be
distributed to Class A Certificateholders and the
Servicer, to withhold from amounts otherwise distribut-
able to the Class B Certificateholders and not otherwise
distributed to Class A Certificateholders or the Servicer
and deposit in the Subordination Spread Account all such
amounts, or such lesser amounts as are sufficient to
restore the amount in the Subordination Spread Account to
the Specified Subordination Spread Account Balance. For
purposes of calculating the Class B Certificate Balance,
any amounts so deposited will be deemed to have been paid
to the Class B Certificateholders. Subject to Section
14.7(d), if the amount of the Subordination Spread Ac-
count (after taking into account any withdrawals there-
from pursuant to Section 14.7(e)) is greater than the
Specified Subordination Spread Account Balance for such
Distribution Date, the Class A Agent shall upon the
written instruction of the Servicer release to the Trust-
ee and, the Trustee at the instruction of the Servicer,
shall distribute the amount of the excess to the Class B
Certificateholders on a pro rata basis in accordance with
their ownership of the Class B Certificates. Amounts
properly distributed to the Class B Certificateholders
pursuant to this Section 14.7(c), either directly from
the Certificate Account without deposit in the Subordina-
tion Spread Account or from the Subordination Spread
Account, shall be deemed released from the trust estab-
lished by this Section 14.7, and Class B Certificate-
holders shall in no event thereafter be required to
refund any such distributed amounts.
(c) (i) Amounts held in the Subordination
Spread Account shall be invested in the manner
specified in Section 14.1(a), in accordance with written
instructions from the holders of Class B Certificates
evidencing not less than 51% of the Class B Certificate
Balance or their designee, and such investments shall not
be sold or disposed of prior to their maturity. All such
investments shall be made in the name of the Class A
Agent or its nominee and all income and gain realized
thereon shall be solely for the benefit of the Class B
Certificateholders and shall be payable by the Class A
Agent to the Class B Certificateholders on each Distribu-
tion Date.
(ii) With respect to the Subordination
Spread Account Property, the Class B
Certificateholders and the Class A Agent agree
that:
(A) Any Subordination Spread Account
Property that is held in deposit
accounts shall be held solely in the name of
the Class A Agent at one or more depository
institutions having the Required Deposit Rat-
ing. Each such Deposit Account shall be sub-
ject to the exclusive custody and control of
the Class A Agent, and the Class A Agent shall
have sole signature authority with respect
thereto.
(B) Any Subordination Spread Account
Property that constitutes Physical
Property shall be delivered to the Class A
Agent in accordance with paragraph (a) of the
definition of "Delivery" and shall be held,
pending maturity or disposition, solely by the
Class A Agent or a financial intermediary (as
such term is defined in Section 8-313(4) of the
UCC) acting solely for the Class A Agent.
(C) Any Subordination Spread Account
Property that is a book-entry
security held through the Federal Reserve Sys-
tem pursuant to federal book-entry regulations
shall be delivered in accordance with paragraph
(b) of the definition of "Delivery" and shall
be maintained by the Class A Agent, pending
maturity or disposition, through continued
book-entry registration of such Subordination
Spread Account Property as described in such
paragraph.
(D) Any Subordination Spread Account
Property that is an "uncertificated
security" under Article VIII of
the UCC and that is not governed by clause (C)
above shall be delivered to the Class A Agent
in accordance with paragraph (c) of the defini-
tion of "Delivery" and shall be maintained by
the Class A Agent, pending maturity or disposi-
tion, through continued registration of the
Class A Agent's (or its nominee's) ownership of
such security.
(E) Property of a type which is not
capable of being delivered to the
Class A Agent in accordance with the definition
of "Delivery" shall not constitute Subordina-
tion Spread Account Property.
Effective upon Delivery of any Subordination
Spread Account Property in the form of Physical Property,
book-entry securities, or uncertificated securities, the
Class A Agent shall be deemed to have represented that it
has purchased such Subordination Spread Account Property
for value, in good faith, and without notice of any
adverse claim thereto.
(iii) Investment earnings attributable
to the Subordination Spread Account
Property and proceeds therefrom shall be held
by the Class A Agent for the benefit of the
Class B Certificateholders. Investment earn-
ings attributable to the Subordination Spread
Account Property shall not be available to
satisfy the subordination provisions of this
Agreement and shall not otherwise be subject to
any claims or rights of the Class A Certifi-
cateholders or the Servicer. The Class A Agent
shall cause all investment earnings attribut-
able to the Subordination Spread Account to be
distributed on each Distribution Date to the
Class B Certificateholders. Notwithstanding
the foregoing, the Subordination Spread Account
may contain at any time uninvested cash in an
amount not to exceed the maximum amount insured
by the FDIC without giving rise to any obliga-
tion to withdraw such cash from the Subordina-
tion Spread Account. Realized losses, if any,
on investment of the Subordination Spread Ac-
count Property shall be charged first against
undistributed investment earnings attributable
to the Subordination Spread Account Property
and then against the Subordination Spread Ac-
count Property.
(iv) The Class A Agent
shall not enter into any subordination or
intercreditor agreement with respect to the
Subordination Spread Account Property.
(d) If the Servicer pursuant to Section
14.4 determines on any Determination Date that it is
required to make an Advance and does not do so from its
own funds, the Servicer shall promptly instruct the Class
A Agent in writing to withdraw funds, in an amount speci-
fied by the Servicer, from the Subordination Spread
Account and deposit them in the Certificate Account
maintained with the Trustee to cover any shortfall. Such
payment shall be deemed to have been made by the Servicer
pursuant to Section 14.4 for purposes of making distri-
butions pursuant to this Agreement, but shall not other-
wise satisfy the Servicer's obligation to deliver the
amount of the Advances to the Class A Agent, and the
Servicer shall within two Business Days replace any funds
in the Subordination Spread Account so used.
<PAGE>
(e) Upon termination of this Agreement in
accordance with Section 21.2, any amounts on deposit in
the Subordination Spread Account shall be paid to the
then holders of the Class B Certificates.
Section 14.8 Net Deposits. For so long as (i)
Ford Motor Credit Company shall be the Servicer, (ii) the
Servicer shall be entitled pursuant to Section 14.2 to
remit collections on a monthly rather than daily basis,
and (iii) the Servicer shall be entitled pursuant to
Section 14.1(b) to retain Payaheads rather than deposit
them in the Payahead Account, Ford Motor Credit Company
(in whatever capacity) may make the remittances pursuant
to Sections 14.2 and 14.5 above, net of amounts to be
distributed to Ford Motor Credit Company (in whatever
capacity) pursuant to Section 14.6(c). Nonetheless, the
Servicer shall account for all of the above described
remittances and distributions except for the Supplemental
Servicing Fee in the Servicer's Certificate as if the
amounts were deposited and/or transferred separately.
Section 14.9 Statements to Class A Certifi-
cateholders. On each Distribution Date, the Trustee
shall include with each distribution to each Class A
Certificateholder, a statement (which statement shall
also be provided to each rating agency then rating the
Class A Certificates) based on information in the
Servicer's Certificate furnished pursuant to Section
13.9, setting forth for the Collection Period relating to
such Distribution Date the following information:
(i) the amount of such distri-
bution allocable to principal;
(ii) the amount of such distri-
bution allocable to interest;
(iii) the Pool Balance as of the
close of business on the last day of the pre-
ceding Collection Period;
(iv) the amount of the Servicing
Fee paid to the Servicer with respect to the
related Collection Period and the Class A
Certificateholder's Class A Percentage of the
Servicing Fee and the amount of any unpaid
Servicing Fees and the change in such amount
from that of the prior Distribution Date;
<PAGE>
(v) the amount of the Class A
Principal and Interest Carryover Shortfalls, if
any, on such Distribution Date and the change
in the Class A Principal and Interest Carryover
Shortfalls from the preceding Distribution
Date;
(vi) the Class A Certificate
Factor and Class B Certificate Balance as of
such Distribution Date;
(vii) the amount otherwise dis-
tributable to the Class B Certificateholders
that is distributed to Class A Certificatehold-
ers on such Distribution Date;
(viii) the balance of the Subordi-
nation Spread Account on such Distribution
Date, after giving effect to distributions made
on such Distribution Date and the change in
such balance from the preceding Distribution
Date;
(ix) the aggregate Payahead
Balance and the change in such balance from the
preceding Distribution Date; and
(x) the amount of Advances on
such Distribution Date.
Each amount set forth pursuant to subclauses (i), (ii),
(iv) or (v) above shall be expressed as a dollar amount
per $1,000 of original principal balance of a Class A
Certificate.
Within the prescribed period of time for tax
reporting purposes after the end of each calendar year
during the term of the Agreement, the Trustee shall mail,
to each Person who at any time during such calendar year
shall have been a holder of a Class A Certificate, a
statement containing the sum of the amounts set forth in
clauses (i), (ii), (iv) and (v) and such other informa-
tion, if any, as the Servicer determines is necessary to
ascertain the Class A Certificateholder's share of the
gross income and deductions of the Trust (exclusive of
the Supplemental Servicing Fee), for such calendar year
or, in the event such Person shall have been a holder of
a Class A Certificate during a portion of such calendar
year, for the applicable portion of such year, for the
purposes of such Certificateholder's preparation of
federal income tax returns.
<PAGE>
ARTICLE XV
[Intentionally Omitted]
ARTICLE XVI
The Certificates
Section 16.1 The Certificates. The Class A
Certificates shall be issued in denominations of $1,000;
the Class B Certificates shall be issued in denominations
of $100,000 or in any amount in excess thereof each in
fully registered form and integral multiples thereof;
provided, however, that one Class A Certificate and one
Class B Certificate may be issued in a denomination equal
to the residual amount (the "Residual Certificate"). The
Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of the chairman of the
board, vice chairman of the board, any vice president, or
any authorized Trust Officer of the Trustee under the
Trustee's seal imprinted thereon and attested on behalf
of the Trust by the manual or facsimile signature of the
Secretary, any Assistant Secretary or any Trust Officer
of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be valid and bind-
ing obligations of the Trust, notwithstanding that such
individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of
such Certificates or did not hold such offices at the
date of such Certificates.
Section 16.2 Authentication of Certificates.
The Trustee shall cause the Certificates to be executed
on behalf of the Trust, authenticated, and delivered to
or upon the written order of the Seller, signed by its
chairman of the board, its president, or any vice presi-
dent, without further corporate action by the Seller, in
authorized denominations, pursuant to the Agreement. No
Certificate shall entitle its holder to any benefit under
the Agreement, or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in
Exhibit A or Exhibit B hereto executed by the Trustee by
manual signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been
duly authenticated and delivered hereunder. All Certifi-
cates shall be dated the date of their authentication.
<PAGE>
Section 16.3 Registration of Transfer and
Exchange of Certificates. The Certificate Registrar
shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 16.7, a Certificate Regis-
ter in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and ex-
changes of Certificates as herein provided. The Trustee
shall be the initial Certificate Registrar.
The Class B Certificates shall initially be
retained by the Seller. No transfer of a Class B Certif-
icate shall be made unless the registration requirements
of the Securities Act of 1933, as amended, and any appli-
cable State securities laws are complied with, or such
transfer is exempt from the registration requirements
under said Act and laws. In the event that a transfer is
to be made in reliance upon an exemption from said Act or
laws, the Class B Certificateholder desiring to effect
such transfer and such Certificateholder's prospective
transferee must each certify in writing to the Seller and
the Trustee the facts surrounding such transfer and
provide both the Seller and the Trustee with a written
Opinion of Counsel in form and substance satisfactory to
the Seller and the Trustee that such transfer may be made
pursuant to an exemption from said Act or laws, which
Opinion of Counsel shall not be an expense of the Seller
or the Trustee. Neither the Seller nor the Trustee is
under an obligation to register the Class B Certificates
under said Act or any other securities law.
No transfer of a Class B Certificate shall be
made unless the Class B Certificateholder desiring to
effect such transfer shall have given each rating agency
requested by the Seller or an affiliate to rate the Class
A Certificates and which then has an outstanding rating
thereon, the Seller and the Trustee prior written notice
of such proposed transfer, and such rating agencies shall
have notified such Class B Certificateholder, the Seller
and the Trustee, in writing, that such proposed transfer
will not result in the qualification, downgrading or
withdrawal of the rating then assigned to the Class A
Certificates by such rating agencies.
In addition to the restrictions on transfer of
Class B Certificates set forth in the two immediately
preceding paragraphs, no transfer of a Class B Certifi-
cate shall be made unless prior to such transfer the
Holder of such Class B Certificate delivers to the Seller
and the Trustee either a ruling of the Internal Revenue
Service or an Opinion of Counsel, which shall be indepen-
dent outside counsel, satisfactory to the Trustee and
each rating agency requested by the Seller or an affili-
ate to rate the Class A Certificates and which has an
outstanding rating thereon in either case to the effect
that the proposed transfer (x) will not result in the
arrangement contemplated by this Agreement being treated
as an association taxable as a corporation under either
(I) the Code, as from time to time in force or (II) the
tax laws of the State of New York and (y) will not have
any adverse effect on the Federal income taxation of the
Trust or the Class A Certificateholders. The Class B
Certificate shall not be transferred separately from the
right to receive all amounts in the Subordination Spread
Account, unless the ruling of the Internal Revenue Ser-
vice or the Opinion of Counsel referred to in the preced-
ing sentence would permit such transfer.
Upon surrender for registration of transfer of
any Certificate at the Corporate Trust Office, the Trust-
ee shall execute, authenticate, and deliver, in the name
of the designated transferee or transferees, one or more
new Certificates in authorized denominations of a like
aggregate amount dated the date of authentication by the
Trustee. At the option of a Holder, Certificates may be
exchanged for other Certificates of authorized denomina-
tions of a like aggregate amount upon surrender of the
Certificates to be exchanged at the Corporate Trust
Office.
Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied
by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly execut-
ed by the holder or his attorney duly authorized in
writing. Each Certificate surrendered for registration
of transfer and exchange shall be cancelled and subse-
quently disposed of by the Trustee.
No service charge shall be made for any regis-
tration of transfer or exchange of Certificates, but the
Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
Section 16.4 Mutilated, Destroyed, Lost, or
Stolen Certificates. If (a) any mutilated Certificate
shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss, or theft of any
Certificate and (b) there shall be delivered to the
Certificate Registrar and the Trustee such security or
indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such Certif-
icate shall have been acquired by a bona fide purchaser,
the Trustee on behalf of the Trust shall execute and the
Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost, or
stolen Certificate, a new Certificate of like tenor and
denomination. In connection with the issuance of any new
Certificate under this Section 16.4, the Trustee and the
Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any dupli-
cate Certificate issued pursuant to this Section 16.4
shall constitute conclusive evidence of ownership in the
Trust, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any
time.
Section 16.5 Persons Deemed Owners. The
Trustee or the Certificate Registrar may treat the Person
in whose name any Certificate shall be registered as the
owner of such Certificate for the purpose of receiving
distributions pursuant to Section 14.6 and for all other
purposes whatsoever, and neither the Trustee nor the
Certificate Registrar shall be bound by any notice to the
contrary.
Section 16.6 Access to List of Certificate-
holders' Names and Addresses. The Trustee shall furnish
or cause to be furnished to the Servicer, within 15 days
after receipt by the Trustee of a request therefor from
the Servicer in writing, a list, in such form as the
Servicer may reasonably require, of the names and ad-
dresses of the Certificateholders as of the most recent
Record Date. If three or more Certificateholders, or one
or more Holders of Class A Certificates aggregating not
less than 25% of the Class A Certificate Balance, apply
in writing to the Trustee, and such application states
that the applicants desire to communicate with other
Certificateholders of such Class with respect to their
rights under the Agreement or under the Certificates and
such application shall be accompanied by a copy of the
communication that such applicants propose to transmit,
then the Trustee shall, within five Business Days after
the receipt for such application, request from the Clear-
ing Agency and make available to such Certificateholders
access during normal business hours to the current list
of Certificateholders. Each Holder, by receiving and
holding a Certificate, shall be deemed to have agreed to
hold neither the Servicer nor the Trustee accountable by
reason of the disclosure of its name and address, regard-
less of the source from which such information was de-
rived.
Section 16.7 Maintenance of Office or Agency.
The Trustee shall maintain in the Borough of Manhattan,
The City of New York, an office or offices or agency or
agencies where Certificates may be surrendered for regis-
tration of transfer or exchange and where notices and
demands to or upon the Trustee in respect of the Certifi-
cates and the Agreement may be served. The Trustee
initially designates the Corporate Trust Office as speci-
fied in the Agreement as its office for such purposes.
The Trustee shall give prompt written notice to the
Servicer and to Certificateholders of any change in the
location of the Certificate Register or any such office
or agency.
Section 16.8 Book-Entry Certificates. The
Class A Certificates, upon original issuance, (except for
the Residual Certificate) will be issued in the form of
typewritten Certificates representing the Book-Entry
Certificates, to be delivered to The Depository Trust
Company, the initial Clearing Agency, by, or on behalf
of, the Seller. The Class A Certificates delivered to
The Depository Trust Company shall initially be regis-
tered on the Certificate Register in the name of CEDE &
Co., the nominee of the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the
Class A Certificates, except as provided in Section
16.10. Unless and until definitive, fully registered
Class A Certificates (the "Definitive Certificates") have
been issued to Certificate Owners pursuant to Section
16.10:
(i) the provisions of this
Section 16.8 shall be in full force and effect;
(ii) the Seller, the Servicer,
the Certificate Registrar, and the Trustee may
deal with the Clearing Agency for all purposes
(including the making of distributions on the
Class A Certificates) as the authorized repre-
sentative of the Certificate Owners;
(iii) to the extent that the
provisions of this Section 16.8 conflict with
any other provisions of this Agreement, the
provisions of this Section 16.8 shall control;
(iv) the rights of Certificate
Owners shall be exercised only through the
Clearing Agency and shall be limited to those
established by law and agreements between such
Certificate Owners and the Clearing Agency
and/or the Clearing Agency Participants. Pur-
suant to the Depository Agreement, unless and
until Definitive Certificates are issued pursu-
ant to Section 16.10, the initial Clearing
Agency will make book-entry transfers among the
<PAGE>
Clearing Agency Participants and receive and
transmit distributions of principal and inter-
est on the Class A Certificates to such Clear-
ing Agency Participants; and
(v) whenever this Agreement
requires or permits actions to be taken based
upon instructions or directions of Holders of
Class A Certificates evidencing a specified
percentage of the Class A Certificate Balance
the Clearing Agency shall be deemed to repre-
sent such percentage only to the extent that it
has received instructions to such effect from
Certificate Owners and/or Clearing Agency Par-
ticipants owning or representing, respectively,
such required percentage of the beneficial
interest in Class A Certificates and has deliv-
ered such instructions to the Trustee.
Section 16.9 Notices to Clearing Agency.
Whenever notice or other communication to the Class A
Certificateholders is required under this Agreement,
other than to the Holder of the Residual Certificate,
unless and until Definitive Certificates shall have been
issued to Certificate Owners pursuant to Section 16.10,
the Trustee and the Servicer shall give all such notices
and communications specified herein to be given to Hold-
ers of the Class A Certificates to the Clearing Agency.
Section 16.10 Definitive Certificates. If
(i)(A) the Seller advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly
discharge its responsibilities under the Depository
Agreement, and (B) the Trustee or the Seller is unable to
locate a qualified successor, (ii) the Seller at its
option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing
Agency, or (iii) after the occurrence of an Event of
Default, Certificate Owners representing beneficial
interests aggregating not less than 51% of the Class A
Certificate Balance advise the Trustee and the Clearing
Agency through the Clearing Agency Participants in writ-
ing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of
the Certificate Owners, then the Trustee shall notify the
Clearing Agency and request that the Clearing Agency
notify all Certificate Owners of the occurrence of any
such event and of the availability of Definitive Certifi-
cates to Certificate Owners requesting the same and that
the Record Date for any Distribution Date subsequent to
the issuance of Definitive Certificates will be the last
day of the Collection Period immediately preceding the
month in which such Distribution Date occurs. Prior to
the issuance of Definitive Certificates, the Trustee
shall provide written notice to Goldman, Sachs & Co.,
CS First Boston Corporation, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J.P. Morgan Securities Inc. and
Salomon Brothers Inc that, upon the issuance of Defini-
tive Certificates, the Record Date for any Distribution
Date will be the last day of the Collection Period imme-
diately preceding the month in which such Distribution
Date occurs. Upon surrender to the Trustee of the Class
A Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for
registration, the Trustee shall issue the Definitive
Certificates and deliver such Definitive Certificates in
accordance with the instructions of the Clearing Agency.
Neither the Seller, the Certificate Registrar nor the
Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the
issuance of Definitive Certificates, the Trustee shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder. The Trustee shall not be
liable if the Trustee or the Seller is unable to locate a
qualified successor Clearing Agency.
<PAGE>
ARTICLE XVII
The Seller
Section 17.1 Representations of Seller. The
Seller makes the following representations on which the
Trustee relied in accepting the Receivables in trust and
executing and authenticating the Certificates. The
representations speak as of the execution and delivery of
the Agreement and shall survive the sale of the Receiv-
ables to the Trustee and, if applicable, any subsequent
assignment or transfer pursuant to Article XV:
(i) Organization and Good
Standing. The Seller shall have been duly
organized and shall be validly existing as a
corporation in good standing under the laws of
the State of Delaware, with power and authority
to own its properties and to conduct its busi-
ness as such properties shall be currently
owned and such business is presently conducted,
and had at all relevant times, and shall have,
power, authority, and legal right to acquire
and own the Receivables.
(ii) Due Qualification. The
Seller shall be duly qualified to do business
as a foreign corporation in good standing, and
shall have 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 qualifica-
tions.
(iii) Power and Authority. The
Seller shall have the power and authority to
execute and deliver the Agreement and to carry
out its terms. The Seller shall have full
power and authority to sell and assign the
property to be sold and assigned to and depos-
ited with the Trustee as part of the Trust and
shall have duly authorized such sale and as-
signment to the Trustee by all necessary corpo-
rate action; and the execution, delivery, and
performance of the Agreement shall have been
duly authorized by the Seller by all necessary
corporate action.
(iv) Valid Sale; Binding Obliga-
tions. The Agreement shall evidence a valid
sale, transfer, and assignment of the Receiv-
ables, enforceable against creditors of and
purchasers from the Seller; and a legal, valid
and binding obligation of the Seller enforce-
able in accordance with its terms.
(v) No Violation. The consummation
of the transactions contemplated by the
Agreement and the fulfillment of the terms
hereof shall not conflict with, result in any
breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse
of time) a default under, the articles of in-
corporation or by-laws of the Seller, or any
indenture, agreement, or other instrument to
which the Seller is a party or by which it
shall be bound; nor result in the creation or
imposition of any Lien upon any of its proper-
ties pursuant to the terms of any such inden-
ture, agreement, or other instrument; nor vio-
late any law or, to the best of the Seller's
knowledge, any order, rule, or regulation ap-
plicable to the Seller of any court or of any
federal or state regulatory body, administra-
tive agency, or other governmental instrumen-
tality having jurisdiction over the Seller or
its properties.
(vi) No Proceedings. To the
Seller's best knowledge, there are no proceed-
ings or investigations pending, or threatened,
before any court, regulatory body, administra-
tive agency, or other governmental instrumen-
tality having jurisdiction over the Seller or
its properties: A) asserting the invalidity of
the Agreement or the Certificates; B) seeking
to prevent the issuance of the Certificates or
the consummation of any of the transactions
contemplated by the Agreement; C) seeking any
determination or ruling that might materially
and adversely affect the performance by the
Seller of its obligations under, or the validi-
ty or enforceability of, the Agreement or the
Certificates; or D) relating to the Seller and
which might adversely affect the federal income
tax attributes of the Certificates.
Section 17.2 Liability of Seller; Indemnities.
The Seller shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by
the Seller under the Agreement.
(i) The Seller shall indemnify,
defend, and hold harmless the Trustee and the
Trust from and against any taxes that may at
any time be asserted against the Trustee or the
Trust with respect to, and as of the date of,
the sale of the Receivables to the Trust or the
issuance and original sale of the Certificates,
including any sales, gross receipts, general
corporation, tangible personal property, privi-
lege, or license taxes (but, in the case of the
Trust, not including any taxes asserted with
respect to ownership of the Receivables or
federal or other income taxes arising out of
the transactions contemplated by the Agreement)
and costs and expenses in defending against the
same.
(ii) The Seller shall indemnify,
defend, and hold harmless the Trustee from and
against any loss, liability, or expense in-
curred by reason of (a) the Seller's willful
misfeasance, bad faith, or negligence (other
than errors in judgment) in the performance of
its duties under the Agreement, or by reason of
reckless disregard of its obligations and du-
ties under the Agreement and (b) the Seller's
violation of federal or state securities laws
in connection with the registration or the sale
of the Certificates.
Indemnification under this Section 17.2 shall
survive the termination of this Agreement and shall
include, without limitation, reasonable fees and expenses
of counsel and expenses of litigation. If the Seller
shall have made any indemnity payment to the Trustee
pursuant to this Section and the Trustee thereafter shall
collect any of such amounts from others, the Trustee
shall repay such amounts to the Seller, without interest.
Section 17.3 Merger or Consolidation of, or
Assumption of the Obligations of, Seller. Any Person (i)
into which the Seller may be merged or consolidated, (ii)
resulting from any merger, conversion, or consolidation
to which the Seller shall be a party, (iii) succeeding to
the business of the Seller, or (iv) more than 50% of the
voting stock of which is owned directly or indirectly by
Ford Motor Company, which Person in any of the foregoing
cases executes an agreement of assumption to perform
every obligation of the Seller under this Agreement, will
be the successor to the Seller under this Agreement
without the execution or filing of any document or any
further act on the part of any of the parties to this
Agreement; provided, however, that (x) the Seller shall
have delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel each stating that such consoli-
dation, merger, or succession and such agreement or
assumption comply with this Section 17.3 and that all
conditions precedent, if any, provided for in the Agree-
ment relating to such transaction have been complied with
and (y) the Seller shall have delivered to the Trustee an
Opinion of Counsel either (A) stating that, in the opin-
ion of such Counsel, all financing statements and contin-
uation statements and amendments thereto have been exe-
cuted and filed that are necessary fully to preserve and
protect the interest of the Trustee in the Receivables,
and reciting the details of such filings, or (B) stating
that, in the opinion of such Counsel, no such action
shall be necessary to preserve and protect such interest.
The Seller shall provide notice of any merger, consolida-
tion, or succession pursuant to this Section 17.3 to each
rating agency then providing a rating for the Certifi-
cates. Notwithstanding anything herein to the contrary,
the execution of the foregoing agreement or assumption
and compliance with clauses (x) or (y) above shall be
conditions to the consummation of the transactions re-
ferred to in clauses (i), (ii), or (iii) above.
Section 17.4 Limitation on Liability of Seller
and Others. The Seller and any director or officer or
employee or agent of the Seller may rely in good faith on
the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Seller
shall not be under any obligation to appear in, prose-
cute, or defend any legal action that shall not be inci-
dental to its obligations under the Agreement, and that
in its opinion may involve it in any expense or liabili-
ty.
Section 17.5 Seller May Own Certificates. The
Seller and any Person controlling, controlled by, or
under common control with the Seller may in its individu-
al or any other capacity become the owner or pledgee of
Certificates with the same rights as it would have if it
were not the Seller or an affiliate thereof, except as
otherwise provided in the definition of "Certificatehold-
er" specified in Section 11.1 and except as otherwise
specifically provided herein. Certificates so owned by
or pledged to the Seller or such controlling or commonly
controlled Person shall have an equal and proportionate
benefit under the provisions of the Agreement, without
preference, priority, or distinction as among all of the
Certificates.
<PAGE>
ARTICLE XVIII
The Servicer
Section 18.1 Representations of Servicer. The
Servicer makes the following representations on which the
Trustee relies in accepting the Receivables in trust and
executing and authenticating the Certificates. The
representations speak as of the execution and delivery of
the Agreement and shall survive the sale of the Receiv-
ables to the Trustee and, if applicable, any subsequent
assignment or transfer pursuant to Article XV:
(i) Organization and Good
Standing. The Servicer shall have been duly
organized and shall be validly existing as a
corporation in good standing under the laws of
the state of its incorporation, with power and
authority to own its properties and to conduct
its business as such properties shall be cur-
rently owned and such business is presently
conducted, and had at all relevant times, and
shall have, power, authority, and legal right
to acquire, own, sell, and service the Receiv-
ables and to hold the Receivable Files as cus-
todian on behalf of the Trustee;
(ii) Due Qualification. The
Servicer shall be duly qualified to do business
as a foreign corporation in good standing, and
shall have obtained all necessary licenses and
approvals in all jurisdictions in which the
ownership or lease of property or the conduct
of its business (including the servicing of the
Receivables as required by the Agreement) shall
require such qualifications;
(iii) Power and Authority. The
Servicer shall have the power and authority to
execute and deliver the Agreement and to carry
out its terms; and the execution, delivery, and
performance of the Agreement shall have been
duly authorized by the Servicer by all neces-
sary corporate action;
(iv) Binding Obligation. The
Agreement shall constitute a legal, valid, and
binding obligation of the Servicer enforceable
in accordance with its terms;
(v) No Violation. The consummation
of the transactions contemplated by the
Agreement and the fulfillment of the terms
hereof shall not conflict with, result in any
breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse
of time) a default under, the articles of in-
corporation or by-laws of the Servicer, or any
indenture, agreement, or other instrument to
which the Servicer is a party or by which it
shall be bound; nor result in the creation or
imposition of any Lien upon any of its proper-
ties pursuant to the terms of any such inden-
ture, agreement, or other instrument (other
than the Agreement); nor violate any law or, to
the best of the Servicer's knowledge, any or-
der, rule, or regulation applicable to the
Servicer of any court or of any federal or
state regulatory body, administrative agency,
or other governmental instrumentality having
jurisdiction over the Servicer or its proper-
ties; and
(vi) No Proceedings. There are
no proceedings or investigations pending, or,
to the Servicer's best knowledge, threatened,
before any court, regulatory body, administra-
tive agency, or other governmental instrumen-
tality having jurisdiction over the Servicer or
its properties: A) asserting the invalidity of
the Agreement or the Certificates, B) seeking
to prevent the issuance of the Certificates or
the consummation of any of the transactions
contemplated by the Agreement, C) seeking any
determination or ruling that might materially
and adversely affect the performance by the
Servicer of its obligations under, or the va-
lidity or enforceability of, the Agreement or
the Certificates, or D) relating to the
Servicer and which might adversely affect the
federal income tax attributes of the Certifi-
cates.
Section 18.2 Indemnities of Servicer. The
Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by
the Servicer under the Agreement.
(i) The Servicer shall defend,
indemnify, and hold harmless the Trustee, the
Trust, and the Certificateholders 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 Servicer or any affiliate
thereof of a Financed Vehicle.
(ii) The Servicer shall indemnify,
defend, and hold harmless the Trustee and
the Trust from and against any taxes that may
at any time be asserted against the Trustee or
the Trust with respect to the transactions
contemplated herein, including, without limita-
tion, any sales, gross receipts, general corpo-
ration, tangible personal property, privilege,
or license taxes (but, in the case of the
Trust, not including any taxes asserted with
respect to, and as of the date of, the sale of
the Receivables to the Trust or the issuance
and original sale of the Certificates, or as-
serted with respect to ownership of the Receiv-
ables, or federal or other income taxes arising
out of the transactions contemplated by the
Agreement) and costs and expenses in defending
against the same.
(iii) The Servicer shall indemnify,
defend, and hold harmless the Trustee, the
Trust, and the Certificateholders 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 Trustee, the Trust, or the Certificatehold-
ers through, the negligence, willful misfea-
sance, or bad faith of the Servicer in the
performance of its duties under the Agreement
or by reason of reckless disregard of its obli-
gations and duties under the Agreement.
(iv) The Servicer shall indemnify,
defend, and hold harmless the Trustee 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 trusts and duties herein
contained, except to the extent that such cost,
expense, loss, claim, damage, or liability:
(a) shall be due to the willful misfeasance,
bad faith, or negligence (except for errors in
judgment) of the Trustee; (b) relates to any
tax other than the taxes with respect to which
either the Seller or the Servicer shall be
required to indemnify the Trustee; (c) shall
arise from Trustee's breach of any of its rep-
resentations or warranties set forth in Section
20.14; (d) shall be one as to which the Seller
is required to indemnify the Trustee; or (e)
shall arise out of or be incurred in connection
with the performance by the Trustee of the
duties of successor Servicer hereunder.
In addition to the foregoing indemnities, if
the Trustee is entitled to indemnification by the Seller
pursuant to Section 17.2 and the Seller is unable for any
reason to provide such indemnification to the Trustee,
then the Servicer shall be liable for any indemnification
that the Trustee is entitled to under Section 17.2.
For purposes of this Section, in the event of
the termination of the rights and obligations of Ford
Motor Credit Company (or any successor thereto pursuant
to Section 18.3) as Servicer pursuant to Section 19.1, or
a resignation by such Servicer pursuant to this Agree-
ment, such Servicer shall be deemed to be the Servicer
pending appointment of a successor Servicer (other than
the Trustee) pursuant to Section 19.2.
Indemnification under this Section 18.2 by Ford
Motor Credit Company (or any successor thereto pursuant
to Section 18.3) as Servicer, with respect to the period
such Person was (or was deemed to be) the Servicer, shall
survive the termination of such Person as Servicer or a
resignation by such Person as Servicer as well as the
termination of this Agreement and shall include reason-
able fees and expenses of counsel and expenses of litiga-
tion. If the Servicer shall have made any indemnity
payments pursuant to this Section and the recipient
thereafter collects any of such amounts from others, the
recipient shall promptly repay such amounts to the
Servicer, without interest.
Section 18.3 Merger or Consolidation of, or
Assumption of the Obligations of, Servicer. Any Person
(i) into which the Servicer may be merged or consolidat-
ed, (ii) resulting from any merger, conversion, or con-
solidation to which the Servicer shall be a party, or
(iii) succeeding to the business of the Servicer, or so
long as Ford Motor Credit Company acts as Servicer, any
corporation more than 50% of the voting stock of which is
owned directly or indirectly by Ford Motor Company, which
corporation in any of the foregoing cases executes an
agreement of assumption to perform every obligation of
the Servicer under this Agreement, will be the successor
to the Servicer under this Agreement without the execu-
tion or filing of any paper or any further act on the
part of any of the parties to this Agreement; provided,
however, that (x) the Servicer shall have delivered to
the Trustee an Officer's Certificate and an Opinion of
Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with
this Section 18.3 and that all conditions precedent
provided for in the Agreement relating to such transac-
tion have been complied with and (y) the Servicer shall
have delivered to the Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such Counsel,
all financing statements and continuation statements and
amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of
the Trustee in the Receivables, and reciting the details
of such filings, or (B) stating that, in the opinion of
such Counsel, no such action shall be necessary to pre-
serve and protect such interest. The Servicer shall
provide notice of any merger, consolidation or succession
pursuant to this Section 18.3 to each rating agency then
providing a rating for the Certificates. Notwithstanding
anything herein to the contrary, the execution of the
foregoing agreement or assumption and compliance with
clauses (x) or (y) above shall be conditions to the
consummation of the transactions referred to in clauses
(i), (ii), or (iii) above.
Section 18.4 Limitation on Liability of
Servicer and Others. Neither the Servicer nor any of the
directors or officers or employees or agents of the
Servicer shall be under any liability to the Trust or the
Certificateholders, except as provided under the Agree-
ment, for any action taken or for refraining from the
taking of any action pursuant to the Agreement or for
errors in judgment; provided, however, that this provi-
sion shall not protect the Servicer or any such person
against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the perfor-
mance of duties or by reason of reckless disregard of
obligations and duties under the Agreement, or by reason
of negligence in the performance of its duties under the
Agreement (except for errors in judgment). The Servicer
and any director, officer or employee or agent of the
Servicer may rely in good faith on any Opinion of Counsel
or on any Officer's Certificate or certificate of audi-
tors believed to be genuine and to have been signed by
the proper party in respect of any matters arising under
this Agreement.
Except as provided in the Agreement, the
Servicer shall not be under any obligation to appear in,
prosecute, or defend any legal action that shall not be
incidental to its duties to service the Receivables in
accordance with the Agreement, and that in its opinion
may involve it in any expense or liability; provided,
however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect
of the Agreement and the rights and duties of the parties
to the Agreement and the interests of the Certificate-
holders under the Agreement. In such event, the legal
expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs, and liabil-
ities of the Servicer.
Section 18.5 Delegation of Duties. So long as
Ford Motor Credit Company acts as Servicer, the Servicer
may at any time without notice or consent delegate sub-
stantially all its duties under this Agreement to any
corporation more than 50% of the voting stock of which is
owned, directly or indirectly, by Ford Motor Company.
The Servicer may at any time perform specific duties as
servicer under the Agreement through sub-contractors;
provided that no such delegation or subcontracting shall
relieve the Servicer of its responsibilities with respect
to such duties as to which the Servicer shall remain
primarily responsible with respect thereto.
<PAGE>
ARTICLE XIX
Default
Section 19.1 Events of Default. If any one of
the following events ("Events of Default") shall occur
and be continuing:
(i) Any failure by the Servicer
to deliver to the Trustee for distribution to
Certificateholders or deposit in the Subordina-
tion Spread Account any proceeds or payment
required to be so delivered under the terms of
the Certificates and the Agreement that shall
continue unremedied for a period of three Busi-
ness Days after written notice of such failure
is received by the Servicer from the Trustee or
after discovery of such failure by an officer
of the Servicer; or
(ii) Failure on the part of the
Servicer or the Seller duly to observe or to
perform in any material respect any other cove-
nants or agreements of the Servicer or the
Seller (as the case may be) set forth in the
Certificates or in the Agreement, which failure
shall (a) materially and adversely affect the
rights of Certificateholders and (b) continue
unremedied for a period of 90 days after the
date on which written notice of such failure,
requiring the same to be remedied, shall have
been given (1) to the Servicer or the Seller
(as the case may be), by the Trustee, or (2) to
the Servicer or the Seller (as the case may
be), and to the Trustee by the Holders of Class
A Certificates evidencing not less than 25% of
the Class A Certificate Balance; or
(iii) The entry of a decree or
order by a court or agency or supervisory au-
thority having jurisdiction in the premises for
the appointment of a conservator, receiver, or
liquidator for the Servicer in any insolvency,
readjustment of debt, marshalling of assets and
liabilities, or similar proceedings, or for the
winding up or liquidation of its respective
affairs, and the continuance of any such decree
or order unstayed and in effect for a period of
90 consecutive days; or
(iv) The consent by the Servicer
to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities,
or similar proceedings of or relating to the
Servicer of or relating to substantially all of
its property; or the Servicer shall admit in
writing its inability to pay its debts general-
ly as they become due, file a petition to take
advantage of any applicable insolvency or reor-
ganization statute, make an assignment for the
benefit of its creditors, or voluntarily sus-
pend payment of its obligations;
then, and in each and every case, so long as an Event of
Default shall not have been remedied, either the Trustee,
or the Holders of the Class A Certificates evidencing not
less than 51% of the Class A Certificate Balance, by
notice then given in writing to the Servicer (and to the
Trustee if given by the Certificateholders) (with a copy
to each rating agency requested to provide a rating on
the Certificates) may terminate all of the rights and
obligations of the Servicer under the Agreement. On or
after the receipt by the Servicer of such written notice,
all authority and power of the Servicer under the Agree-
ment, whether with respect to the Certificates or the
Receivables or otherwise, shall, without further action,
pass to and be vested in the Trustee or such successor
Servicer as may be appointed under Section 19.2; and,
without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the prede-
cessor Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appro-
priate to effect the purposes of such notice of termina-
tion, whether to complete the transfer and endorsement of
the Receivables and related documents, or otherwise.
The predecessor Servicer shall cooperate with
the successor Servicer and the Trustee in effecting the
termination of the responsibilities and rights of the
predecessor Servicer under the Agreement, including the
transfer to the successor Servicer for administration by
it of all cash amounts that shall at the time be held by
the predecessor Servicer for deposit, or shall thereafter
be received with respect to a Receivable and the delivery
of the Receivable Files, and the related accounts and re-
cords maintained by the Servicer. All reasonable costs
and expenses (including attorneys' fees) incurred in
connection with transferring the Receivable Files to the
successor Servicer and amending the Agreement to reflect
such succession as Servicer pursuant to this Section 19.1
shall be paid by the predecessor Servicer upon presenta-
tion of reasonable documentation of such costs and ex-
penses.
<PAGE>
Section 19.2 Appointment of Successor.
(a) Upon the Servicer's receipt of notice of termination
pursuant to Section 19.1 or the Servicer's resignation in
accordance with the terms of the Agreement, the predeces-
sor Servicer shall continue to perform its functions as
Servicer under the Agreement, in the case of termination,
only until the date specified in such termination notice
or, if no such date is specified in a notice of termina-
tion, until receipt of such notice and, in the case of
resignation, until the later of (x) the date 45 days from
the delivery to the Trustee of written notice of such
resignation (or written confirmation of such notice) in
accordance with the terms of the Agreement and (y) the
date upon which the predecessor Servicer shall become un-
able to act as Servicer, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the
event of the Servicer's resignation or termination here-
under, the Trustee shall appoint a successor Servicer,
and the successor Servicer shall accept its appointment
by a written assumption in form acceptable to the Trust-
ee. In the event that a successor Servicer has not been
appointed at the time when the predecessor Servicer has
ceased to act as Servicer in accordance with this Section
19.2, the Trustee without further action shall automati-
cally be appointed the successor Servicer. Notwith-
standing the above, the Trustee shall, if it shall be le-
gally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established insti-
tution, having a net worth of not less than $100,000,000
and whose regular business shall include the servicing of
automotive receivables, as the successor to the Servicer
under the Agreement.
(b) Upon appointment, the successor
Servicer shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the
responsibilities, duties, and liabilities arising there-
after relating thereto placed on the predecessor
Servicer, and shall be entitled to the Servicer Fees and
all of the rights granted to the predecessor Servicer, by
the terms and provisions of the Agreement.
(c) In connection with such appointment,
the Trustee may make such arrangements for the compensa-
tion of such successor Servicer out of payments on Re-
ceivables as it and such successor Servicer shall agree;
provided, however, that no such compensation shall be in
excess of that permitted the predecessor Servicer under
the Agreement. The Trustee and such successor Servicer
shall take such action, consistent with the Agreement, as
shall be necessary to effectuate any such succession.
Section 19.3 Repayment of Advances. If the
identity of the Servicer shall change, the predecessor
Servicer shall be entitled to receive to the extent of
available funds reimbursement for Outstanding Advances
pursuant to Section 14.3 and 14.4, in the manner speci-
fied in Section 14.6, with respect to all Advances made
by the predecessor Servicer.
Section 19.4 Notification to Certificatehold-
ers. Upon any termination of, or appointment of a suc-
cessor to, the Servicer pursuant to this Article XIX, the
Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appear-
ing in the Certificate Register and to each of the rating
agencies then rating the Certificates.
Section 19.5 Waiver of Past Defaults. The
Holders of Class A Certificates evidencing not less than
51% of the Class A Certificate Balance may, on behalf of
all Holders of Certificates, waive any default by the
Servicer in the performance of its obligations hereunder
and its consequences, except a default in making any
required deposits to or payments from the Collection
Account or the Certificate Account in accordance with the
Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied
for every purpose of the Agreement. No such waiver shall
extend to any subsequent or other default or impair any
right consequent thereon.
<PAGE>
ARTICLE XX
The Trustee
Section 20.1 Duties of Trustee. The Trustee,
both prior to the occurrence of an Event of Default and
after an Event of Default shall have been cured or
waived, shall undertake to perform such duties as are
specifically set forth in the Agreement. If an Event of
Default shall have occurred and shall not have been cured
or waived and, in the case of an Event of Default de-
scribed in Section 19.1, the Trustee has received notice
of such Event of Default pursuant to Section 13.10(b),
the Trustee shall exercise such of the rights and powers
vested in it by the Agreement, and shall use the same
degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in
the conduct of his own affairs; provided, however, that
if the Trustee shall assume the duties of the Servicer
pursuant to Section 19.2, the Trustee in performing such
duties shall use the degree of skill and attention cus-
tomarily exercised by a servicer with respect to automo-
bile receivables that it services for itself or others.
The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents,
orders, or other instruments furnished to the Trustee
that shall be specifically required to be furnished
pursuant to any provision of the Agreement, shall examine
them to determine whether they conform to the require-
ments of the Agreement.
The Trustee shall take and maintain custody of
the Schedule of Receivables included as an exhibit to the
Agreement and shall retain all Servicer's Certificates
identifying Receivables that become Purchased Receiv-
ables.
No provision of the Agreement shall be con-
strued to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act (other
than errors in judgment), or its own bad faith; provided,
however, that:
(i) Prior to the occurrence of
an Event of Default, and after the curing or
waiving of all such Events of Default that may
have occurred, the duties and obligations of
the Trustee shall be determined solely by the
express provisions of the Agreement, the Trust-
ee shall not be liable except for the perfor-
mance of such duties and obligations as shall
be specifically set forth in the Agreement, no
implied covenants or obligations shall be read
into the Agreement against the Trustee and, in
the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely on
the truth of the statements and the correctness
of the opinions expressed upon any certificates
or opinions furnished to the Trustee and con-
forming to the requirements of the Agreement;
(ii) The Trustee shall not be
liable for an error of judgment made in good
faith by a Trustee Officer, unless it shall be
proved that the Trustee shall have been negli-
gent in ascertaining the pertinent facts;
(iii) The Trustee shall not be
liable with respect to any action taken, suf-
fered, or omitted to be taken in good faith in
accordance with the Agreement or at the direc-
tion of the Holders of Class A Certificates
evidencing not less than 25% of the Class A
Certificate Balance relating to the time, meth-
od, and place of conducting any proceeding for
any remedy available to the Trustee, or exer-
cising any trust or power conferred upon the
Trustee, under the Agreement;
(iv) The Trustee shall not be
charged with knowledge of any failure by the
Servicer to comply with the obligations of the
Servicer referred to in Section 19.1, or of any
failure by the Seller to comply with the obli-
gations of the Seller referred to in Section
19.1, unless a Trustee Officer assigned to the
Trustee's Corporate Trust Department obtains
actual knowledge of such failure (it being
understood that knowledge of the Servicer or
the Servicer as custodian, in its capacity as
agent for the Trustee, is not attributable to
the Trustee) or the Trustee receives written
notice of such failure from the Servicer or the
Seller, as the case may be, or the Holders of
Class A Certificates evidencing not less than
25% of the Class A Certificate Balance; and
(v) Without limiting the gener-
ality of this Section or Section 20.4, the
Trustee shall have no duty (i) to see to any
recording, filing, or depositing of the Agree-
ment, any agreement referred to therein, or any
financing statement or continuation statement
evidencing a security interest in the Receiv-
ables or the Financed Vehicles, or to see to
the maintenance of any such recording, filing,
or depositing or to any rerecording, refiling
or redepositing of any thereof, (ii) to see to
any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or dis-
charge of any tax, assessment, or other govern-
mental charge or any Lien or encumbrance of any
kind owing with respect to, assessed or levied
against, any part of the Trust, (iv) to confirm
or verify the contents of any reports or cer-
tificates of the Servicer delivered to the
Trustee pursuant to the Agreement believed by
the Trustee to be genuine and to have been
signed or presented by the proper party or
parties, or (v) to inspect the Financed Vehi-
cles at any time or ascertain or inquire as to
the performance or observance of any of the
Seller's or the Servicer's representations,
warranties, or covenants or the Servicer's
duties and obligations as Servicer and as cus-
todian of the Receivable Files under the Agree-
ment.
The Trustee shall not be required to expend or
risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if there
shall be reasonable ground for believing that the repay-
ment of such funds or adequate indemnity against such
risk or liability shall not be reasonably assured to it,
and none of the provisions contained in the Agreement
shall in any event require the Trustee to perform, or be
responsible for the manner of performance of, any of the
obligations of the Servicer under the Agreement except
during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties,
powers, and privileges of, the Servicer in accordance
with the terms of the Agreement.
Section 20.2 Trustee's Certificate. Upon request
of the Seller or Servicer, on or as soon as practicable
after each Distribution Date on which Receivables
shall be assigned to the Seller or the Servicer, as
applicable, pursuant to Section 20.3, the Trustee shall
execute a Trustee's Certificate (in the form of Exhibit
D-1 or D-2, as applicable), based on the information con-
tained in the Servicer's Certificate for the related
Collection Period, amounts deposited to the Certificate
Account and notices received pursuant to the Agreement,
identifying the Receivables repurchased by the Seller
pursuant to Section 12.2 or purchased by the Servicer
pursuant to Section 13.7 or 21.2 during such Collection
Period, and shall deliver such Trustee's Certificate,
accompanied by a copy of the Servicer's Certificate for
such Collection Period to the Seller or the Servicer, as
the case may be. The Trustee's Certificate submitted
with respect to such Distribution Date shall operate, as
of such Distribution Date, as an assignment, without
recourse, representation, or warranty, to the Seller or
the Servicer, as the case may be, of all the Trustee's
right, title, and interest in and to such repurchased
Receivable, and all security and documents relating
thereto, such assignment being an assignment outright and
not for security.
Section 20.3 Trustee's Assignment of Purchased
Receivables. With respect to all Receivables repurchased
by the Seller pursuant to Section 12.2 or purchased by
the Servicer pursuant to Section 13.7 or 21.2, the Trust-
ee shall by a Trustee's Certificate (in the form of
Exhibit D-1 or D-2, as applicable) assign, without re-
course, representation, or warranty, to the Seller or the
Servicer (as the case may be) all the Trustee's right,
title, and interest in and to such Receivables, and all
security and documents relating thereto.
Section 20.4 Certain Matters Affecting Trustee.
Except as otherwise provided in Section 20.1:
(i) The Trustee may rely and
shall be protected in acting or refraining from
acting upon any resolution, Officer's Certifi-
cate, Servicer's Certificate, certificate of
auditors, or any other certificate, statement,
instrument, opinion, report, notice, request,
consent, order, appraisal, bond, or other paper
or document believed by it to be genuine and to
have been signed or presented by the proper
party or parties.
(ii) The Trustee may consult
with counsel and any Opinion of Counsel shall
be full and complete authorization and protec-
tion in respect of any action taken or suffered
or omitted by it under the Agreement in good
faith and in accordance with such Opinion of
Counsel.
(iii) The Trustee shall be under
no obligation to exercise any of the rights or
powers vested in it by the Agreement, or to
institute, conduct, or defend any litigation
under the Agreement or in relation to the
Agreement, at the request, order, or direction
of any of the Certificateholders pursuant to
the provisions of the Agreement, unless such
Certificateholders shall have offered to the
Trustee reasonable security or indemnity
against the costs, expenses, and liabilities
that may be incurred therein or thereby; noth-
ing contained in the Agreement, however, shall
relieve the Trustee of the obligations, upon
the occurrence of an Event of Default (that
shall not have been cured or waived), to exer-
cise such of the rights and powers vested in it
by the Agreement, and to use the same degree of
care and skill in their exercise as a prudent
man would exercise or use under the circum-
stances in the conduct of his own affairs.
(iv) The Trustee shall not be
liable for any action taken, suffered or omit-
ted by it in good faith and reasonably believed
by it to be authorized or within the discretion
or rights or powers conferred upon it by the
Agreement.
(v) Prior to the occurrence of
an Event of Default and after the curing or
waiving of all Events of Default that may have
occurred, the Trustee shall not be bound to
make any investigation into the facts of mat-
ters stated in any resolution, certificate,
statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, or
other paper or document, unless requested in
writing so to do by Holders of Class A Certif-
icates evidencing not less than 25% of the -
Class A Certificate Balance; provided, however,
that if the payment within a reasonable time to
the Trustee of the costs, expenses, or liabili-
ties likely to be incurred by it in the making
of such investigation shall be, in the opinion
of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the
terms of the Agreement, the Trustee may require
reasonable indemnity against such cost, ex-
pense, or liability as a condition to so pro-
ceeding. The reasonable expense of every such
examination shall be paid by the Servicer or,
if paid by the Trustee, shall be reimbursed by
the Servicer upon demand. Nothing in this
clause (v) shall affect the obligation of the
Servicer to observe any applicable law prohib-
iting disclosure of information regarding the
Obligors.
(vi) The Trustee may execute any
of the trusts or powers hereunder or perform
any duties under the Agreement either directly
or by or through agents or attorneys or a cus-
todian. The Trustee shall not be responsible
for any misconduct or negligence of any such
agent or custodian appointed with due care by
it hereunder or of the Servicer in its capacity
as Servicer or custodian.
(vii) Subsequent to the sale of
the Receivables by the Seller to the Trustee,
the Trustee shall have no duty of independent
inquiry, except as may be required by Section
20.1, and the Trustee may rely upon the repre-
sentations and warranties and covenants of the
Seller and the Servicer contained in the Agree-
ment with respect to the Receivables and the
Receivable Files.
Section 20.5 Trustee Not Liable for Certifi-
cates or Receivables. The recitals contained herein and
in the Certificates (other than the certificate of au-
thentication on the Certificates) shall be taken as the
statements of the Seller or the Servicer, as the case may
be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee shall make no represen-
tations as to the validity or sufficiency of the Agree-
ment or of the Certificates (other than the certificate
of authentication on the Certificates), or of any Receiv-
able or related document. The Trustee shall at no time
have any responsibility or liability for or with respect
to the legality, validity, and enforceability of any
security interest in any Financed Vehicle or any Receiv-
able, or the perfection and priority of such a security
interest or the maintenance of any such perfection and
priority, or for or with respect to the efficacy of the
Trust or its ability to generate the payments to be
distributed to Certificateholders under the Agreement,
including, without limitation: the existence, condition,
location, and ownership of any Financed Vehicle; the
review of any Receivable File therefor; the existence and
enforceability of any physical damage insurance thereon;
the existence and contents of any Receivable or any
Receivable File or any computer or other record thereof;
the validity of the assignment of any Receivable to the
Trust or of any intervening assignment; the completeness
of any Receivable or any Receivable File; the performance
or enforcement of any Receivable; the compliance by the
Seller or the Servicer with any warranty or representa-
tion made under the Agreement or in any related document
and the accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other discov-
ery of any noncompliance therewith or any breach thereof;
any investment of monies by the Servicer or any loss
resulting therefrom (it being understood that the Trustee
shall remain responsible for any Trust property that it
may hold); the acts or omissions of the Seller, the
Servicer, or any Obligor; an action of the Servicer taken
in the name of the Trustee; or any action by the Trustee
taken at the instruction of the Servicer; provided,
however, that the foregoing shall not relieve the Trustee
of its obligation to perform its duties under the Agree-
ment. Except with respect to a claim based on the fail-
ure of the Trustee to perform its duties under the Agree-
ment or based on the Trustee's negligence or willful
misconduct, no recourse shall be had for any claim based
on any provision of the Agreement, the Certificates, or
any Receivable or assignment thereof against the Trustee
in its individual capacity, the Trustee shall not have
any personal obligation, liability, or duty whatsoever to
any Certificateholder or any other Person with respect to
any such claim, and any such claim shall be asserted
solely against the Trust or any indemnitor who shall
furnish indemnity as provided in the Agreement. The
Trustee shall not be accountable for the use or applica-
tion by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or applica-
tion of any funds paid to the Servicer in respect of the
Receivables. Any obligation of the Trustee to give any
notice or statement to any rating agency hereunder shall
constitute only a best efforts obligation and such notice
or statement shall be so provided only as a matter of
courtesy and accommodation, the Trustee having no liabil-
ity to any rating agency or any other Person for any
failure to so provide such notice or statement. The
Trustee may rely on the accuracy of such certification
until it receives from the Seller an Officer's Certifi-
cate superseding such certification.
Section 20.6 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates and may deal
with the Seller and the Servicer in banking transactions
with the same rights as it would have if it were not
Trustee.
Section 20.7 Trustee's Fees and Expenses. The
Servicer shall pay to the Trustee, and the Trustee shall
be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by it in the execution of the trusts
created by the Agreement and in the exercise and perfor-
mance of any of the Trustee's powers and duties under the
Agreement, and the Servicer, shall pay or reimburse the
Trustee upon its request for all reasonable expenses,
disbursements, and advances (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ)
incurred or made by the Trustee in accordance with any
provisions of the Agreement except any such expense,
disbursement, or advance as may be attributable to its
willful misfeasance, negligence, or bad faith, and the
Servicer shall indemnify the Trustee for, and hold it
harmless against any loss, liability, or expense incurred
without willful misfeasance, negligence, or bad faith on
its part, arising out of or in connection with the accep-
tance or administration of the Trust, including the costs
and expenses of defending itself against any claim or
liability in connection with the exercise or performance
of any of its powers or duties under the Agreement.
Additionally, the Seller, pursuant to Section 17.2, and
the Servicer, pursuant to Section 18.2, respectively,
shall indemnify the Trustee with respect to certain
matters, and Certificateholders, pursuant to Section
20.04 shall, upon the circumstances therein set forth,
indemnify the Trustee under certain circumstances. The
provisions of this Section 20.7 shall survive the termi-
nation of this Agreement.
Section 20.8 Indemnity of Trustee and Class A
Agent. The Trustee shall be indemnified by the Servicer
and held harmless against any loss, liability, fee,
disbursement, or expense (including any compensation or
expense referred to in Section 20.7) arising out of or
incurred in connection with the acceptance or performance
of the trusts and duties contained in the Agreement to
the extent that (i) the Trustee shall not be entitled to
indemnity for such loss, liability, fee, disbursement, or
expense by the Seller pursuant to Section 17.2 or Section
20.7, the Servicer pursuant to Section 18.2, or the
Certificateholders pursuant to Section 20.4; (ii) such
loss, liability, fee, disbursement, or expense shall not
have been incurred by reason of the Trustee's willful
misfeasance, bad faith, or negligence (except for errors
in judgment); and (iii) such loss, liability, fee, dis-
bursement, or expense shall not have been incurred by
reason of the Trustee's breach of its representations and
warranties pursuant to Section 20.14. The Class A Agent
shall be indemnified by the Servicer and held harmless
against any loss, liability, fee, disbursement, or ex-
pense arising out of or incurred in connection with the
acceptance or performance of its duties contained in the
Agreement except to the extent that such loss, liability,
fee, disbursement, or expense shall have been incurred by
reason of the Class A Agent's willful misfeasance or
gross negligence; provided, however, that notwithstanding
the foregoing, the Class A Agent shall be entitled to
indemnification pursuant to this Section 20.8 with re-
spect to any actions of the Class A Agent taken in accor-
dance with the written instructions of the Servicer or of
the Trustee pursuant to Sections 14.7(d)(i) or
14.7(d)(ii).
<PAGE>
Section 20.9 Eligibility Requirements for
Trustee. The Trustee under the Agreement shall at all
times be a corporation having an office in the same state
as the location of the Corporate Trust Office as speci-
fied in the Agreement; organized and doing business under
the laws of such state or the United States of America;
authorized under such laws to exercise corporate trust
powers; and having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examina-
tion by federal or state authorities. If such corpora-
tion shall publish reports of condition at least annual-
ly, pursuant to law or to the requirements of the afore-
said supervising or examining authority, then for the
purpose of this Section 20.9, the combined capital and
surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most
recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 20.9, the Trustee
shall resign immediately in the manner and with the
effect specified in Section 20.10.
Section 20.10 Resignation or Removal of Trustee.
The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice
thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a suc-
cessor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the re-
signing Trustee and one copy to the successor Trustee.
If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the
appointment of a successor Trustee.
If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section
20.9 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the trustee or of
its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation, or liquidation, then the Servicer may
remove the Trustee. If it shall remove the Trustee under
the authority of the immediately preceding sentence, the
Servicer shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed
and one copy to the successor Trustee and shall promptly
pay all fees owed to the outgoing Trustee.
Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the
provisions of this Section 20.10 shall not become effec-
tive until acceptance of appointment by the successor
Trustee pursuant to Section 20.11 and payment of all fees
and expenses owed and any other amounts due hereunder to
the outgoing Trustee. The Servicer shall provide notice
of such resignation or removal of the Trustee to each of
the rating agencies then rating the Certificates.
Section 20.11 Successor Trustee. Any Successor
Trustee appointed pursuant to Section 20.10 shall
execute, acknowledge, and deliver to the Servicer and to
its predecessor Trustee an instrument accepting such
appointment under the Agreement, and thereupon the resig-
nation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further
act, deed, or conveyance, shall become fully vested with
all the rights, powers, duties, and obligations of its
predecessor under the Agreement, with like effect as if
originally named as Trustee. The predecessor Trustee
shall upon payment of its fees and expenses and any other
amounts due it hereunder deliver to the successor Trustee
all documents and statements and monies held by it under
the Agreement; and the Servicer and the predecessor
Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties, and obligations.
No successor Trustee shall accept appointment
as provided in this Section 20.11 unless at the time of
such acceptance such successor Trustee shall be eligible
pursuant to Section 20.9.
Upon acceptance of appointment by a successor
Trustee pursuant to this Section 20.11, the Servicer
shall mail notice of the successor of such Trustee under
the Agreement to all Holders of Certificates at their ad-
dresses as shown in the Certificate Register. If the
Servicer shall fail to mail such notice within 10 days
after acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be
mailed at the expense of the Servicer.
Section 20.12 Merger or Consolidation of
Trustee. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion,
or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 20.9,
without the execution or filing of any instrument or any
further act on the part of any of the parties hereto;
anything herein to the contrary notwithstanding.
Section 20.13 Appointment of Co-Trustee or
Separate Trustee. Notwithstanding any other provisions
of the Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any
part of the Trust or any Financed Vehicle may at the time
be located, the Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee, jointly with the Trust-
ee, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person, in
such capacity and for the benefit of the Certificatehold-
ers, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section 20.13,
such powers, duties, obligations, rights, and trusts as
the Servicer and the Trustee may consider necessary or
desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a
request so to do, or in the case an Event of Default
shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-
trustee or separate trustee under the Agreement shall be
required to meet the terms of eligibility as a successor
trustee pursuant to Section 20.9 and no notice of a
successor trustee pursuant to Section 20.11 and no notice
to Certificateholders of the appointment of any co-trust-
ee or separate trustee shall be required pursuant to
Section 20.11.
Each separate trustee and co-trustee shall, to
the extent permitted by law, be appointed and act subject
to the following provisions and conditions:
(i) All rights, powers, duties,
and obligations conferred or imposed upon the
Trustee shall be conferred upon and exercised
or performed by the Trustee and such separate
trustee or co-trustee jointly (it being under-
stood that such separate trustee or co-trustee
is not authorized to act separately without the
Trustee joining in such act), except to the
extent that under any law of any jurisdiction
in which any particular act or acts are to be
performed (whether as Trustee under the Agree-
ment or as successor to the Servicer under the
Agreement), the Trustee shall be incompetent or
unqualified to perform such act or acts, in
which event such rights, powers, duties, and
obligations (including the holding of title to
the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;
(ii) No trustee under the Agree-
ment shall be personally liable by reason of
any act or omission of any other trustee under
the Agreement;
(iii) The Servicer and the Trustee
acting jointly may at any time accept the
resignation of or remove any separate trustee
or co-trustee; and
(iv) All duties owed hereunder
to the Trustee by the Servicer shall be deemed
to be owed to each separate trustee and
co-trustee.
Any notice, request, or other writing given to
the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effective-
ly as if given to each of them. Every instrument ap-
pointing any separate trustee or co-trustee shall refer
to the Agreement and the conditions of this Article XX.
Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of the
Agreement, specifically including every provision of the
Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee.
Each such instrument shall be filed with the Trustee and
a copy thereof given to the Servicer.
Any separate trustee or co-trustee may at any
time appoint the Trustee, its agent or attorney-in-fact
with full power and authority, to the extent not prohib-
ited by law, to do any lawful act under or in respect of
the Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapa-
ble of acting, resign, or be removed, all of its estates,
properties, rights, remedies, and trusts shall vest in
and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor
trustee.
Section 20.14 Representations and Warranties
of Trustee. The Trustee shall make the following repre-
sentations and warranties on which the Seller and Certif-
icateholders shall rely:
<PAGE>
(i) The Trustee is a New York
corporation duly organized, validly existing,
and in good standing under the laws of the
State of New York.
(ii) The Trustee has full corpo-
rate power, authority, and legal right to exe-
cute, deliver, and perform the Agreement, and
shall have taken all necessary action to autho-
rize the execution, delivery, and performance
by it of the Agreement.
(iii) The Agreement shall have
been duly executed and delivered by the Trust-
ee.
Section 20.15 Tax Returns. The Servicer shall
prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and shall remit such
returns to the Trustee for signature at least five days
before such returns are due to be filed. The Trustee,
upon request, will furnish the Servicer with all such
information known to the Trustee as may be reasonably
required in connection with the preparation of all tax
returns of the Trust, and shall, upon request, execute
such returns.
Section 20.16 Trustee May Enforce Claims
Without Possession of Certificates. All rights of action
and claims under this Agreement or the Certificates may
be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production
thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in
its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compen-
sation, expenses, disbursements, and advances of the
Trustee, its agents and counsel, be for the ratable
benefit of the Certificateholders in respect of which
such judgment has been obtained.
Section 20.17 Suits for Enforcement. If an
Event of Default shall occur and be continuing, the
Trustee, in its discretion may, subject to the provisions
of Section 20.01, proceed to protect and enforce its
rights and the rights of the Certificateholders under
this Agreement by a suit, action, or proceeding in equity
or at law or otherwise, whether for the specific perfor-
mance of any covenant or agreement contained in this
Agreement or in aid of the execution of any power granted
in this Agreement or for the enforcement of any other
legal, equitable, or other remedy as the Trustee, being
<PAGE>
advised by counsel, shall deem most effectual to protect
and enforce any of the rights of the Trustee or the
Certificateholders.
Section 20.18 Rights of Certificateholders to
Direct Trustee. Holders of Class A Certificates evidenc-
ing not less than 51% of the Class A Certificate Balance
shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy avail-
able to the Trustee, or exercising any trust or power
conferred on the Trustee; provided, however, that, sub-
ject to Section 20.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee being
advised by counsel determines that the action so directed
may not lawfully be taken, or if the Trustee in good
faith shall, by a Trustee Officer, determine that the
proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights
of Certificateholders not parties to such direction; and
provided further that nothing in this Agreement shall
impair the right of the Trustee to take any action deemed
proper by the Trustee and which is not inconsistent with
such direction by the Certificateholders.
<PAGE>
ARTICLE XXI
Termination
Section 21.1 Termination of the Trust. The
respective obligations and responsibilities of the Sell-
er, the Servicer, and the Trustee created hereby and the
Trust created by the Agreement shall terminate upon (i)
the purchase as of the last day of any Collection Period
by the Servicer at its option, pursuant to Section 21.2,
of the corpus of the Trust and the subsequent distribu-
tion to Certificateholders pursuant to Section 14.6 of
the amount required to be deposited pursuant to Section
21.2 or (ii) the payment to Certificateholders of all
amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as
part of the Trust; provided, however, that in no event
shall the trust created by the Agreement continue beyond
the expiration of 21 years from the death of the last
survivor of the descendants of Hurley David Smith, cur-
rently residing in Clarkston, Michigan, living on the
date of the Agreement. The Servicer shall promptly
notify the Trustee of any prospective termination pursu-
ant to this Section 21.1.
Notice of any termination, specifying the
Distribution Date upon which the Certificateholders may
surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be
given promptly by the Trustee by letter to Certificate-
holders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the
specified Distribution Date stating (A) the Distribution
Date upon which final payment of the Certificates shall
be made upon presentation and surrender of the Certifi-
cates at the office of the Trustee therein designated,
(B) the amount of any such final payment, and (C) if
applicable, that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certifi-
cates at the office of the Trustee therein specified.
The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such
notice is given to Certificateholders. Upon presentation
and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to
Section 14.6.
In the event that all of the Certificateholders
shall not surrender their Certificates for cancellation
within six months after the date specified in the above-
mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within
one year after the second notice all the Certificates
shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certifi-
cates, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to the
Agreement. Any funds remaining in the Trust after ex-
haustion of such remedies shall be distributed by the
Trustee to the Edison Institute, Dearborn, Michigan.
Section 21.2 Optional Purchase of All Receivables.
On the last day of any Collection Period as of
which the Pool Factor shall be less than the Optional
Purchase Percentage, the Servicer shall have the option
to purchase the corpus of the Trust. To exercise such
option, the Servicer shall deposit pursuant to Section
14.5 in the Collection Account an amount equal to the
aggregate Purchase Amount for the Receivables, plus the
appraised value of any other property held by the Trust,
such value to be determined by an appraiser mutually
agreed upon by the Servicer and the Trustee, and shall
succeed to all interests in and to the Trust.
<PAGE>
ARTICLE XXII
Miscellaneous Provisions
Section 22.1 Amendment. The Agreement may be
amended by the Seller, the Servicer, the Trustee and the
Class A Agent, without the consent of any of the Certifi-
cateholders, to cure any ambiguity, to correct or supple-
ment any provisions in the Agreement, or to add any other
provisions with respect to matters or questions arising
under the Agreement that shall not be inconsistent with
the provisions of the Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder. The Agreement also
may be amended by the Seller, the Servicer, the Trustee
and the Class A Agent, without the consent of any of the
Certificateholders, to provide for the transfer of the
Class B Certificates; provided, however, that the condi-
tions specified in the third and fourth paragraphs of
Section 16.3 shall be satisfied prior to such transfer;
provided, further, that such amendment shall not change
the timing of or the amount of any distributions that the
Class A Certificateholders are entitled to receive here-
under.
The Agreement may also be amended from time to
time by the Seller, the Servicer, the Trustee and the
Class A Agent with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a
Class (which consent of any Holder of a Certificate given
pursuant to this Section or pursuant to any other provi-
sion of this Agreement shall be conclusive and binding on
such Holder and on all future Holders of such Certificate
and of any Certificate issued upon the transfer thereof
or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificate),
evidencing not less than 51% of the Class A Certificate
Balance and Class B Certificate Balance, respectively,
for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the
Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no
such amendment shall (a) increase or reduce in any manner
the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions
that shall be required to be made on any Certificate or
change the Pass Through Rate or the Specified Subordinat-
ed Spread Account Balance or (b) reduce the aforesaid
percentage required to consent to any such amendment,
without the consent of the Holders of all Certificates
then outstanding.
Prior to the execution of any such amendment or
consent, the Servicer will provide and the Trustee shall
distribute written notification of the substance of such
amendment or consent to each of the rating agencies then
rating the Certificates.
Promptly after the execution of any such amend-
ment or consent, the Trustee shall furnish written noti-
fication of the substance of such amendment or consent to
each Certificateholder.
It shall not be necessary for the consent of
Certificateholders pursuant to this Section 22.1 to
approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining
such consents (and any other consents of Certificatehold-
ers provided for in this Agreement) and of evidencing the
authorization of the execution thereof by Certificate-
holders shall be subject to such reasonable requirements
as the Trustee may prescribe, including the establishment
of record dates pursuant to paragraph number 2 of the
Depository Agreement.
Prior to the execution of any amendment to the
Agreement, the Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execu-
tion of such amendment is authorized or permitted by the
Agreement and the Opinion of Counsel referred to in
Section 22.2(i)(1). The Trustee may, but shall not be
obligated to, enter into any such amendment which affects
the Trustee's own rights, duties or immunities under the
Agreement or otherwise.
Section 22.2 Protection of Title to Trust.
(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
Certificateholders and the Trustee in the Receivables and
in the proceeds thereof. The Seller shall deliver (or
cause to be delivered) to the Trustee file-stamped copies
of, or filing receipts for, any document filed as provid-
ed above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer
shall change its name, identity, or corporate structure
in any manner that would, could, or might make any fi-
nancing statement or continuation statement filed by the
Seller in accordance with paragraph (a) above seriously
misleading within the meaning of Section 9-402(7) of the
UCC, unless it shall have given the Trustee at least five
days' prior written notice thereof and shall have prompt-
ly filed appropriate amendments to all previously filed
financing statements or continuation statements.
(c) The Seller and the Servicer shall
give the Trustee at least 60 days' prior written notice
of any relocation of its principal executive office if,
as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement
or of any new financing statement and shall promptly file
any such amendment. The Servicer shall at all times
maintain each office from which it shall service Receiv-
ables, and its principal executive office, within the
United States of America.
(d) The Servicer shall maintain accounts
and records as to each Receivable accurately and in
sufficient detail to permit (i) 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) and (ii) reconciliation between payments
or recoveries on (or with respect to) each Receivable and
the amounts from time to time deposited in the Certifi-
cate Account and Payahead Account in respect of such
Receivable.
(e) The Servicer shall maintain its
computer systems so that, from and after the time of sale
under the Agreement of the Receivables to the Trust, the
Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate
clearly the interest of the particular grantor trust in
such Receivable and that such Receivable is owned by the
Trust. Indication of the Trust's ownership of a Receiv-
able shall be deleted from or modified on the Servicer's
computer systems when, and only when, the Receivable
shall have been paid in full or repurchased.
(f) If at any time the Seller or the
Servicer 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 Servicer shall give to such pro-
spective purchaser, lender, or other transferee computer
tapes, records, or print-outs (including any restored
from back-up archives) that, if they shall refer in any
manner whatsoever to any Receivable, shall indicate
clearly that such Receivable has been sold and is owned
by the Trust.
(g) The Servicer shall permit the Trustee
and its agents at any time during normal business hours
to inspect, audit, and make copies of and abstracts from
the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall
furnish to the Trustee, within twenty Business Days, a
list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receiv-
ables and to each of the Servicer's Certificates fur-
nished before such request indicating removal of Receiv-
ables from the Trust.
(i) The Servicer shall deliver to the
Trustee:
(1) promptly after the
execution and delivery of the Agreement and of
each amendment thereto, an Opinion of Counsel
either (A) stating that, in the opinion of such
Counsel, all financing statements and continua-
tion statements have been executed and filed
that are necessary fully to preserve and pro-
tect the interest of the Trustee in the Receiv-
ables, and reciting the details of such filings
or referring to prior Opinions of Counsel in
which such details are given, or (B) stating
that, in the opinion of such Counsel, no such
action shall be necessary to preserve and pro-
tect such interest; and
(2) within 90 days after
the beginning of each calendar year beginning
with the first calendar year beginning more
than three months after the Cutoff Date, an
Opinion of Counsel, dated as of a date during
such 90-day period, either (A) stating that, in
the opinion of such Counsel, all financing
statements and continuation statements have
been executed and filed that are necessary
fully to preserve and protect the interest of
the Trustee in the Receivables, and reciting
the details of such filings or referring to
prior Opinions of Counsel in which such details
are given, or (B) stating that, in the opinion
of such Counsel, no such action shall be neces-
sary to preserve and protect such interest.
Each Opinion of Counsel referred to in clause
(i)(1) or (i)(2) above shall specify any action necessary
(as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.
(j) The Seller shall, to the extent
required by applicable law, cause the Certificates to be
registered with the Securities and Exchange Commission
pursuant to Section 12(b) or Section 12(g) of the Securi-
ties Exchange Act of 1934 within the time periods speci-
fied in such sections.
(k) For the purpose of facilitating the
execution of the Agreement and for other purposes, the
Agreement may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute
but one and the same instrument.
Section 22.3 Limitation on Rights of Certifi-
cateholders. The death or incapacity of any Certificate-
holder shall not operate to terminate the Agreement or
the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court
for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations, and liabilities of the
parties to the Agreement or any of them.
No Certificateholder shall have any right to
vote (except as provided in Section 22.1 or 19.5) or in
any manner otherwise control the operation and management
of the Trust, or the obligations of the parties to the
Agreement, nor shall anything in the Agreement set forth,
or contained in the terms of the Certificates, be con-
strued so as to constitute the Certificateholders from
time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to
any third person by reason of any action taken pursuant
to any provision of the Agreement.
No Certificateholder shall have any right by
virtue or by availing itself of any provisions of the
Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to the
Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the
continuance thereof, and unless also (i) the default
arises from the Seller's or the Servicer's failure to
remit payments when due hereunder, or (ii) the Holders of
Class A Certificates evidencing not less than 25% of the
Class A Certificate Balance shall have made written
request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee under the Agree-
ment and shall have offered to the Trustee such reason-
able indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or
thereby, and the Trustee, for 30 days after its receipt
of such notice, request, and offer of indemnity, shall
have neglected or refused to institute any such action,
suit or proceeding and during such 30-day period no
request or waiver inconsistent with such written request
has been given to the Trustee pursuant to this Section or
Section 19.5; no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or
by availing itself or themselves of any provisions of the
Agreement to affect, disturb, or prejudice the rights of
the Holders of any other of the Certificates, or to
obtain or seek to obtain priority over or preference to
any other such Holder, or to enforce any right, under the
Agreement except in the manner provided in the Agreement
and for the equal, ratable, and common benefit of all
Certificateholders. For the protection and enforcement
of the provisions of this Section 22.3, each Certifi-
cateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.
Section 22.4 GOVERNING LAW. THE AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REME-
DIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETER-
MINED IN ACCORDANCE WITH SUCH LAWS.
Section 22.5 Notices. All demands, notices,
and communications upon or to the Seller, the Servicer,
the Trustee, or any rating agency under the Agreement
shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be
deemed to have been duly given upon receipt (a) in the
case of the Seller or the Servicer, to the agent for
service as specified in the Agreement, or at such other
address as shall be designated by the Seller or the
Servicer in a written notice to the Trustee, (b) in the
case of the Trustee, at the Corporate Trust Office, (c)
in the case of Moody's Investors Service, Inc., at the
following address: Moody's Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New
York 10007, and (d) in the case of Standard & Poor's
Ratings Group, at the following address: Standard &
Poor's Ratings Group, 25 Broadway, 20th Floor, New York,
New York 10004, Attention: Asset Backed Surveillance
Department. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first
class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice
so mailed within the time prescribed in the Agreement
shall be conclusively presumed to have been duly given,
whether or not the Certificateholder shall receive such
notice.
Section 22.6 Severability of Provisions. If
any one or more of the covenants, agreements, provisions,
or terms of the Agreement shall be for any reason whatso-
ever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the
remaining covenants, agreements, provisions, or terms of
the Agreement and shall in no way affect the validity or
enforceability of the other provisions of the Agreement
or of the Certificates or the rights of the Holders
thereof.
Section 22.7 Assignment. Notwithstanding
anything to the contrary contained herein, except as
provided in Sections 17.3 and 18.3 and as provided in the
provisions of the Agreement concerning the resignation of
the Servicer, the Agreement may not be assigned by the
Seller or the Servicer without the prior written consent
of the Trustee and the Holders of Class A Certificates
evidencing not less than 66-2/3% of the Class A Certifi-
cate Balance.
Section 22.8 Certificates Nonassessable and
Fully Paid. Certificateholders shall not be personally
liable for obligations of the Trust. The interests
represented by the Certificates shall be nonassessable
for any losses or expenses of the Trust or for any reason
whatsoever, and, upon authentication thereof by the
Trustee pursuant to Section 16.2 or Section 16.3, Cer-
tificates shall be deemed fully paid.
Section 22.9 Further Assurances. The Seller
and the Servicer agree to do and perform, from time to
time, any and all acts and to execute any and all further
instruments required or reasonably requested by the
Trustee more fully to effect the purposes of this Agree-
ment, including, without limitation, the execution of any
financing statements or continuation statements relating
to the Receivables for filing under the provisions of the
Uniform Commercial Code of any applicable jurisdiction.
Section 22.10 No Waiver; Cumulative Remedies.
No failure to exercise and no delay in exercising, on the
part of the Trustee or the Certificateholders, any right,
remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder pre-
clude any other or further exercise thereof or the exer-
cise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges therein provided
are cumulative and not exhaustive of any rights, reme-
dies, powers and privileges provided by law.
Section 22.11 Third-Party Beneficiaries. This
Agreement will inure to the benefit of and be binding
upon the parties hereto, the Certificateholders, and
their respective successors and permitted assigns.
Except as otherwise provided in this Article XIII, no
other person will have any right or obligation hereunder.
Section 22.12 Actions by Certificateholders.
(a) Wherever in this Agreement a provision is made
that an action may be taken or a notice, demand, or instruc-
tion given by Certificateholders, such action, notice, or
instruction may be taken or given by any Certificatehold-
er, unless such provision requires a specific percentage
of Certificateholders.
(b) Any request, demand, authorization,
direction, notice, consent, waiver, or other act by a
Certificateholder shall bind such Certificateholder and
every subsequent holder of such Certificate issued upon
the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done
or omitted to be done by the Trustee or the Servicer in
reliance thereon, whether or not notation of such action
is made upon such Certificate.
* * * *
<PAGE>
TABLE OF CONTENTS
ARTICLES I-X
RESERVED
ARTICLE XI
Definitions
Section Page
11.1 Definitions . . . . . . . . . . . . . . . XI-1
11.2 Usage of Terms. . . . . . . . . . . . . . XI-17
11.3 Cutoff Date and Record Date . . . . . . . XI-17
11.4 References. . . . . . . . . . . . . . . . XI-17
11.5 Compliance Certificates and Opinions. . . XI-17
ARTICLE XII
The Receivables
12.1 Representations and Warranties of Seller .XII-1
12.2 Repurchase Upon Breach. . . . . . . . . . XII-5
12.3 Custody of Receivable Files . . . . . . . XII-6
12.4 Duties of Servicer as Custodian . . . . . XII-6
12.5 Instructions; Authority to Act. . . . . . XII-7
12.6 Custodian's Indemnification . . . . . . . XII-7
12.7 Effective Period and Termination. . . . . XII-8
ARTICLE XIII
Administration and Servicing of Receivables
13.1 Duties of Servicer. . . . . . . . . . . XIII-1
13.2 Collection of Receivable Payments . . . XIII-2
13.3 Realization Upon Receivables. . . . . . XIII-2
13.4 [Reserved]. . . . . . . . . . . . . . . XIII-2
13.5 Maintenance of Security Interests
in Financed Vehicles. . . . . . . . . . XIII-2
13.6 Covenants of Servicer . . . . . . . . . XIII-3
13.7 Purchase of Receivables Upon Breach . . XIII-3
13.8 Servicer Fee. . . . . . . . . . . . . . XIII-4
13.9 Servicer's Certificate. . . . . . . . . XIII-4
13.10 Annual Statement as to Compliance;
Notice of Default . . . . . . . . . . XIII-5
13.11 Annual Independent Certified Public
Accountant's Report . . . . . . . . . XIII-5
13.12 Access to Certain Documentation and
Information Regarding Receivables . . XIII-6
13.13 Servicer Expenses . . . . . . . . . . . XIII-6
ARTICLE XIV
Distributions; Subordination Spread Account;
Statements to Certificateholders
14.1 Accounts. . . . . . . . . . . . . . . . . XIV-1
14.2 Collections . . . . . . . . . . . . . . . XIV-3
14.3 Application of Collections. . . . . . . . XIV-4
14.4 Advances. . . . . . . . . . . . . . . . . XIV-4
14.5 Additional Deposits . . . . . . . . . . . XIV-5
14.6 Distributions . . . . . . . . . . . . . . XIV-5
14.7 Subordination; Subordination Spread
Account; Priority of Distributions. . .XIV-10
14.8 Net Deposits. . . . . . . . . . . . . . .XIV-15
14.9 Statements to Class A Certificate-
holders . . . . . . . . . . . . . . . .XIV-16
ARTICLE XV
[Intentionally Omitted]
ARTICLE XVI
The Certificates
16.1 The Certificates. . . . . . . . . . . . . XVI-1
16.2 Authentication of Certificates. . . . . . XVI-1
16.3 Registration of Transfer and Ex-
change of Certificates. . . . . . . . . XVI-2
16.4 Mutilated, Destroyed, Lost, or
Stolen Certificates . . . . . . . . . . XVI-4
16.5 Persons Deemed Owners . . . . . . . . . . XVI-4
16.6 Access to List of Certificate-
holders' Names and Addresses. . . . . . XVI-4
16.7 Maintenance of Office or Agency . . . . . XVI-5
16.8 Book-Entry Certificates . . . . . . . . . XVI-5
16.9 Notices to Clearing Agency. . . . . . . . XVI-7
16.10 Definitive Certificates . . . . . . . . . XVI-7
<PAGE>
ARTICLE XVII
The Seller
17.1 Representations of Seller . . . . . . . XVII-1
17.2 Liability of Seller; Indemnities. . . . XVII-3
17.3 Merger or Consolidation of, or
Assumption of the Obligations
of, Seller. . . . . . . . . . . . . . XVII-4
17.4 Limitation on Liability of Seller
and Others. . . . . . . . . . . . . . XVII-4
17.5 Seller May Own Certificates . . . . . . XVII-5
ARTICLE XVIII
The Servicer
18.1 Representations of Servicer . . . . . . XVIII-1
18.2 Indemnities of Servicer . . . . . . . . XVIII-3
18.3 Merger or Consolidation of, or
Assumption of the Obligations of,
Servicer. . . . . . . . . . . . . . . XVIII-5
18.4 Limitation on Liability of Servicer
and Others. . . . . . . . . . . . . . XVIII-6
18.5 Delegation of Duties. . . . . . . . . . XVIII-6
ARTICLE XIX
Default
19.1 Events of Default . . . . . . . . . . . . XIX-1
19.2 Appointment of Successor. . . . . . . . . XIX-3
19.3 Repayment of Advances . . . . . . . . . . XIX-4
19.4 Notification to Certificateholders. . . . XIX-4
19.5 Waiver of Past Defaults . . . . . . . . . XIX-4
<PAGE>
ARTICLE XX
The Trustee
20.1 Duties of Trustee . . . . . . . . . . . . XX-1
20.2 Trustee's Certificate . . . . . . . . . . XX-4
20.3 Trustee's Assignment of Purchased
Receivables . . . . . . . . . . . . . . XX-4
20.4 Certain Matters Affecting Trustee . . . . XX-4
20.5 Trustee Not Liable for Certificates
or Receivables. . . . . . . . . . . . . XX-7
20.6 Trustee May Own Certificates. . . . . . . XX-8
20.7 Trustee's Fees and Expenses . . . . . . . XX-8
20.8 Indemnity of Trustee and Class A Agent. . XX-9
20.9 Eligibility Requirements for Trustee. . . XX-10
20.10 Resignation or Removal of Trustee . . . . XX-10
20.11 Successor Trustee . . . . . . . . . . . . XX-11
20.12 Merger or Consolidation of Trustee. . . . XX-12
20.13 Appointment of Co-Trustee or
Separate Trustee. . . . . . . . . . . . XX-12
20.14 Representations and Warranties of
Trustee . . . . . . . . . . . . . . . . . XX-14
20.15 Tax Returns . . . . . . . . . . . . . . . XX-15
20.16 Trustee May Enforce Claims Without
Possession of Certificates. . . . . . . XX-15
20.17 Suits for Enforcement . . . . . . . . . . XX-15
20.18 Rights of Certificateholders to
Direct Trustee. . . . . . . . . . . . . XX-15
ARTICLE XXI
Termination
21.1 Termination of the Trust. . . . . . . . . XXI-1
21.2 Optional Purchase of All Receivables. . . XXI-2
ARTICLE XXII
Miscellaneous Provisions
22.1 Amendment . . . . . . . . . . . . . . . .XXII-1
22.2 Protection of Title to Trust. . . . . . .XXII-2
22.3 Limitation on Rights of Certifi-
cateholders . . . . . . . . . . . . . .XXII-5
22.4 Governing Law . . . . . . . . . . . . . .XXII-7
22.5 Notices . . . . . . . . . . . . . . . . .XXII-7
22.6 Severability of Provisions. . . . . . . .XXII-7
22.7 Assignment. . . . . . . . . . . . . . . .XXII-8
22.8 Certificates Nonassessable and
Fully Paid. . . . . . . . . . . . . . .XXII-8
22.9 Further Assurances. . . . . . . . . . . .XXII-8
22.10 No Waiver; Cumulative Remedies. . . . . .XXII-8
22.11 Third-Party Beneficiaries . . . . . . . .XXII-8
22.12 Actions by Certificateholders . . . . . .XXII-9
EXHIBITS
Exhibit A - Form of Class A Certificate
Exhibit B - Form of Class B Certificate
Exhibit C - Form of Depository Agreement
Exhibit D-1 - Form of Trustee's Certificate
(assignment to Seller)
Exhibit D-2 - Form of Trustee's Certificate
(assignment To Servicer)
<PAGE>
FORD CREDIT AUTO RECEIVABLES CORPORATION
SELLER
FORD MOTOR CREDIT COMPANY
SERVICER
Standard Terms and Conditions of Agreement
Dated as of November 1, 1994
<PAGE>
EXHIBIT A
[FORM OF CLASS A CERTIFICATE -- SEE REVERSE FOR CERTAIN
DEFINITIONS]
[The following legend to be inserted if this Certificate is
issued to CEDE & Co.:]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESEN-
TATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITO-
RY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FORD CREDIT 1994-B GRANTOR TRUST
7.30% ASSET BACKED CERTIFICATE
evidencing a fractional undivided interest in the Trust,
as defined below, the property of which includes a pool
of retail installment sale contracts secured by new and
used automobiles and light trucks and sold to the Trust
by Ford Credit Auto Receivables Corporation.
(This Certificate does not represent an interest in or
obligation of Ford Credit Auto Receivables Corporation
or Ford Motor Credit Company or any of their respective
affiliates thereof, except to the extent described be-
low.)
NUMBER R-1 CUSIP 34527PAA5
$-------------
THIS CERTIFIES THAT ------------ is the registered
owner of a --------------------------- dollar nonassessable,
fully-paid, fractional undivided interest in the Ford Credit
1994-B Grantor Trust (the "Trust") formed by Ford Credit Auto
Receivables Corporation, a Delaware corporation (the "Sell-
er"). The Trust was created pursuant to a Pooling and Ser-
vicing Agreement dated as of November 1, 1994 (the "Agreement"),
among the Seller, the Ford Motor Credit Company, as Servicer
(the "Servicer"), and Chemical Bank, as Trustee (the "Trust-
ee") and as Class A Agent, a summary of certain of the perti-
nent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement.
This Certificate is one of the duly authorized Certificates
designated as "7.30% Asset Backed Certificates, Class A"
(herein called the "Class A Certificates"). Also issued
under the Agreement are Certificates designated as "7.30%
Asset Backed Certificates, Class B" (the "Class B Certifi-
cates"). The Class B Certificates and the Class A Certifi-
cates are hereinafter collectively called the "Certificates."
The aggregate undivided interest in the Trust evidenced by
all Class A Certificates is 93.5%. This Class A Certificate is
issued under and is subject to the terms, provisions, and
conditions of the Agreement, to which Agreement the holder of
this Class A Certificate by virtue of the acceptance hereof
assents and by which such holder is bound. The property of
the Trust includes (as more fully described in the Agreement)
a pool of retail installment sale contracts for new and used
automobiles and light trucks (the "Receivables"), certain
monies due thereunder on or after November 1, 1994, security
interests in the vehicles financed thereby, certain bank
accounts and the proceeds thereof, property (including the
right to receive Liquidation Proceeds) securing the Receiv-
ables and held by the Trustee, proceeds from claims on physi-
cal damage, credit life and disability insurance policies
covering vehicles financed thereby and the obligors thereun-
der, certain other items financed by the obligors, certain
interests of the Seller in Dealer Recourse, all right, title
and interest of the Seller in and to the Purchase Agreement
and any and all proceeds of the foregoing.
Under the Agreement, there will be distributed on the
15th day of each month or, if such 15th day is not a Business
Day, the next Business Day (the "Distribution Date"), com-
mencing on December 15, 1994 to the person in whose name this
Class A Certificate is registered at either the close of
business on the fourteenth day of the current calendar month
or, after the issuance of Definitive Certificates pursuant to
the Agreement, the last day of the Collection Period immedi-
ately preceding the month in which such Distribution Date
occurs (the "Record Date"), such Class A Certificateholder's
fractional undivided interest in the lesser of (a) the sum of
the Class A Distributable Amount and any outstanding Class A
Interest Carryover Shortfall (plus interest on such Class A
Interest Carryover Shortfall at the Pass-Through Rate from
such preceding Distribution Date through the current Distri-
bution Date, to the extent permitted by law and, with respect
to the Class A Interest Distributable Amount only, to the
extent provided in the Agreement) and any Class A Principal
Carryover Shortfall and (b) the sum of (i) the Total Avail-
able Amount (but with respect to the Class A Interest Dis-
tributable Amount only to the extent provided in the Agree-
ment) and (ii) amounts available in the Subordination Spread
Account.
The holder of this Class A Certificate by virtue of
the acceptance hereof assents to the appointment, pursuant to
Section 14.7 of the Agreement, of Chemical Bank acting solely
as agent, and not as Trustee, for such holder with respect to
the Subordination Spread Account and the Subordination Spread
Account Property.
Distributions on this Class A Certificate will be made
by the Trustee by check or money order mailed to the Class A
Certificateholder of record in the Certificate Register
without the presentation or surrender of this Class A Certif-
icate or the making of any notation hereon except that with
respect to Class A Certificates registered in the name of
Cede & Co., the nominee for the Clearing Agency, distribu-
tions will be made in the form of immediately available
funds. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this
Class A Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A Certificate at the
office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York. The
Record Date otherwise applicable to such distribution shall
not be applicable.
Reference is hereby made to the further provisions of
this Class A Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon shall
have been executed by an authorized officer of the Trustee,
by manual signature, this Class A Certificate shall not
entitle the holder hereof to any benefit under the Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust
and not in its individual capacity has caused this Class A
Certificate to be duly executed.
FORD CREDIT 1994-B GRANTOR TRUST
By: CHEMICAL BANK, as Trustee
By:
----------------------------
Name:
Title:
DATED:
[SEAL]
ATTEST:
- -------------------------
TRUST OFFICER
This is one of the Class A Certificates referred to
in the within-mentioned Agreement.
CHEMICAL BANK, as Trustee
By:
------------------------
Authorized Officer
<PAGE>
[Reverse of Certificate]
The Certificates do not represent an obligation
of, or an interest in, the Seller, the Servicer, the
Trustee or any affiliate of any of them. The Certifi-
cates are limited in right of payment to certain collec-
tions and recoveries respecting the Receivables, all as
more specifically set forth in the Agreement. A copy of
the Agreement may be examined during normal business
hours at the principal office of the Seller, and at such
other places, if any, designated by the Seller, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modifica-
tion of the rights and obligations of the Seller and the
rights of the Certificateholders under the Agreement at
any time by the Seller and the Trustee with the consent
of the Holders of Class A Certificates and Class B Cer-
tificates, each voting as a Class, evidencing not less
than 51% of the Class A Certificate Balance and Class B
Certificate Balance, respectively. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and on all future Holders of this
Certificate and of any Certificate issued upon the trans-
fer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to cer-
tain limitations set forth therein, the transfer of this
Certificate is registrable in the Certificate Registrar
upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the
Trustee in its capacity as Certificate Registrar, or by
any successor Certificate Registrar, in the Borough of
Manhattan, The City of New York, accompanied by a written
instrument of transfer in form satisfactory to the Trust-
ee and the Certificate Registrar duly executed by the
holder hereof or such holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same aggregate
interest in the Trust will be issued to the designated
transferee.
The Class A Certificates are issuable only as
registered Certificates without coupons in denominations
of $1,000 and integral multiples thereof; however, one
Certificate may be issued in a denomination equal to the
residual amount. As provided in the Agreement and sub-
ject to certain limitations therein set forth, Certifi-
cates are exchangeable for new Certificates of authorized
denominations evidencing the same aggregate denomination,
as requested by the holder surrendering the same. No
service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment
of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.
The Trustee, the Certificate Registrar, and any
agent of the Trustee or the Certificate Registrar may
treat the person in whose name this Class A Certificate
is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any
such agent shall be affected by any notice to the con-
trary.
The obligations and responsibilities created by
the Agreement and the Trust created thereby shall termi-
nate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as
part of the Trust. The Servicer of the Receivables may
at its option purchase the corpus of the Trust at a price
specified in the Agreement, and such purchase of the
Receivables and other property of the Trust will effect
early retirement of the Certificates; however, such right
of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less
than 10% of the original aggregate principal balance of
the Receivables.
The recitals contained herein (other than the
certificate of authentication herein) shall be taken as
the statements of the Seller or the Servicer, as the case
may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representa-
tions as to the validity or sufficiency of this Certifi-
cate (other than the certificate of authentication here-
in), or of any Receivable or related document.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or typewrite name and address, including
postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing
Attorney
to transfer said Certificate on the books of the Certifi-
cate Registrar, with full power of substitution in the
premises.
Dated:
--------------------------*
Signature Guaranteed
--------------------------*
* NOTICE: The signature to this assignment must corre-
spond with the name as it appears upon the face of the
within Certificate in every particular, without alter-
ation, enlargement or any change whatever. Such signa-
ture must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.
EXHIBIT B
[FORM OF CLASS A CERTIFICATE -- SEE REVERSE FOR CERTAIN
DEFINITIONS]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR SOLD UNLESS PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFAC-
TION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE
AGREEMENT. EACH HOLDER OF THIS CERTIFICATE ACKNOWLEDGES
AND AGREES THAT IT HAS ASSIGNED, SOLD, CONVEYED AND
TRANSFERRED ALL ITS RIGHT, TITLE AND INTEREST IN AND TO
THE SUBORDINATION SPREAD ACCOUNT AND THE SUBORDINATION
SPREAD ACCOUNT PROPERTY IN ACCORDANCE WITH SECTION 14.7
OF THE AGREEMENT.
Ford Credit 1994-B Grantor Trust
7.30% ASSET BACKED CERTIFICATE
CLASS B
evidencing a fractional undivided interest in the
Trust, as defined below, the property of which in-
cludes a pool of retail installment sale contracts
secured by new and used automobiles and light trucks
and sold to the Trust by Ford Credit Auto Receiv-
ables Corporation.
(This Certificate does not represent an interest in
or obligation of Ford Credit Auto Receivables Corpo-
ration or Ford Motor Credit Company or any of their
respective affiliates thereof, except to the extent
described below.)
NUMBER
R-1
$76,375,177.59
THIS CERTIFIES THAT Ford Credit Auto Receivables
Corporation is the registered owner of a SEVENTY-SIX
MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND ONE HUNDRED
AND SEVENTY-SEVEN dollar and FIFTY-NINE cent nonassessable,
fully-paid, fractional undivided interest in the Ford
Credit 1994-B Grantor Trust (the "Trust") formed by Ford
Credit Auto Receivables Corporation, a Delaware corpora-
tion (the "Seller"). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of November 1, 1994
(the "Agreement"), among the Seller, the Ford Motor
Credit Company, as Servicer (the "Servicer"), and Chemi-
cal Bank, as Trustee (the "Trustee") and as Class A
Agent, a summary of certain of the pertinent provisions
of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates
designated as "7.30% Asset Backed Certificates, Class B"
(herein called the "Class B Certificates"). Also issued
under the Agreement are Certificates designated as "7.30%
Asset Backed Certificates, Class A" (the "Class A Certif-
icates"). The Class B Certificates and the Class A Cer-
tificates are hereinafter collectively called the "Cer-
tificates." The aggregate undivided interest in the
Trust evidenced by all Class B Certificates is 6.5%. This
Class B Certificate is issued under and is subject to the
terms, provisions, and conditions of the Agreement, to
which Agreement the holder of this Class B Certificate by
virtue of the acceptance hereof assents and by which such
holder is bound. The property of the Trust includes (as
more fully described in the Agreement) a pool of retail
installment sale contracts for new and used automobiles
and light trucks (the "Receivables"), certain monies due
thereunder on or after November 1, 1994, security interests
in the vehicles financed thereby, certain bank accounts and
the proceeds thereof, property (including the right to
receive Liquidation Proceeds) securing the Receivables,
proceeds from claims on physical damage, credit life and
disability insurance policies covering vehicles financed
thereby and the obligors thereunder, certain other items
financed by the obligors, certain interests of the Seller
in Dealer Recourse, all right, title and interest of the
Seller in and to the Purchase Agreement and any and all
proceeds of the foregoing. The rights of the holders of
the Class B Certificates are subordinated to the rights
of the holders of the Class A Certificates, as set forth
in the Agreement.
Under the Agreement, there will be distributed on
the 15th day of each month or, if such 15th day is not a
Business Day, the next Business Day (the "Distribution
Date"), commencing on December 15, 1994, to the person in
whose name this Class B Certificate is registered at
either the close of business on the fourteenth day of the
current calendar month or, after the issuance of Defini-
tive Certificates pursuant to the Agreement, the last day
of the Collection Period immediately preceding the month
in which such Distribution Date occurs (the "Record
Date"), such Class B Certificateholder's fractional
undivided interest in the lesser of (a) the sum of the
Class B Distributable Amount and any outstanding Class B
Interest Carryover Shortfall and any Class B Principal
Carryover Shortfall and (b) the sum of (i) the Total
Available Amount and (ii) amounts available in the Subor-
dination Spread Account in excess of the Specified Subor-
dinated Spread Account Balance for the next succeeding
Distribution Date, in each case after giving effect to
(A) the amounts required to be distributed to the holders
of Class A Certificates pursuant to the subordination of
the rights of the holders of Class B Certificates and (B)
the amounts required to be deposited in the Subordination
Spread Account and to pay the Servicing Fee (including any
unpaid Servicing Fees with respect to prior Collection
Periods) payable to the Servicer on such Distribution
Date.
Each holder of this Class B Certificate acknowledges
and agrees that its rights to receive distributions in
respect of this Class B Certificate are subordinated to
the rights of the Class A Certificateholders to receive
distributions in respect of the Class A Certificates and
the rights of the Servicer to receive the Servicing Fee
(and any unpaid Servicing Fees from prior Collection
Periods) in the event of delinquency or defaults on the
Receivables. Each holder of this Class B Certificate ac-
knowledges and agrees that, in order to give effect to
the subordination provisions provided in the Agreement,
it has assigned, sold, conveyed and transferred all its
right, title and interest in and to the Subordination
Spread Account on the terms and conditions set forth in
the Agreement.
Distributions on this Class B Certificate will be
made by the Trustee by wire transfer, check or money
order mailed to the Class B Certificateholder of record
in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of
any notation hereon. Except as otherwise provided in the
Agreement and notwithstanding the above, the final dis-
tribution on this Class B Certificate will be made after
due notice by the Trustee of the pendency of such distri-
bution and only upon presentation and surrender of this
Class B Certificate at the office or agency maintained
for that purpose by the Trustee in the Borough of Manhat-
tan, The City of New York.
Reference is hereby made to the further provisions
of this Class B Certificate set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon
shall have been executed by an authorized officer of the
Trustee, by manual signature, this Class B Certificate
shall not entitle the holder hereof to any benefit under
the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee on behalf of the
Trust and not in its individual capacity has caused this
Class B Certificate to be duly executed.
FORD CREDIT 1994-B GRANTOR TRUST
CHEMICAL BANK, as Trustee
DATED: By:---------------------------
Name:
Title:
[SEAL]
ATTEST:
---------------------
Trust Officer
This is one of the Class B Certificates referred to
in the within-mentioned Agreement.
CHEMICAL BANK, as Trustee
By: ---------------------------
Authorized Officer
<PAGE>
[Reverse of Certificate]
The Certificates do not represent an obligation of, or an
interest in, the Seller, the Servicer, the Trustee or any
affiliate of any of them. The Certificates are limited in right
of payment to certain collections and recoveries respecting the
Receivables, all as more specifically set forth in the Agreement.
A copy of the Agreement may be examined during normal business
hours at the principal office of the Seller, and at such other
places, if any, designated by the Seller, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Seller and the rights of the
Certificateholders under the Agreement at any time by the Seller
and the Trustee with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a Class,
evidencing not less than 51% of the Class A Certificate Balance
and Class B Certificate Balance, respectively. Any such consent
by the Holder of this Certificate shall be conclusive and binding
on such Holder and on all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Certificate
Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder
hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee.
The Class B Certificates are issuable only as registered
Certificates without coupons in denominations of $100,000 and
integral multiples thereof; however, one Certificate may be
issued in a denomination equal to the residual amount. As
provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same
aggregate denomination, as requested by the holder surrendering
<PAGE>
the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.
The Trustee, the Certificate Registrar, and any agent of
the Trustee or the Certificate Registrar may treat the person in
whose name this Class B Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Certificate
Registrar, nor any such agent shall be affected by any notice to
the contrary.
The obligations and responsibilities created by the
Agreement and the Trust created thereby shall terminate upon the
payment to Certificateholders of all amounts required to be paid
to them pursuant to the Agreement and the disposition of all
property held as part of the Trust. The Servicer of the
Receivables may at its option purchase the corpus of the Trust at
a price specified in the Agreement, and such purchase of the
Receivables and other property of the Trust will effect early
retirement of the Certificates; however, such right of purchase
is exercisable only as of the last day of any Collection Period
as of which the Pool Balance is less than 10% of the original
aggregate principal balance of the Receivables.
The recitals contained herein (other than the certificate
of authentication herein) shall be taken as the statements of the
Seller or the Servicer, as the case may be, and the Trustee
assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or
sufficiency of this Certificate (other than the certificate of
authentication herein), or of any Receivable or related document.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or typewrite name and address, including
postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing
Attorney
to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
------------------------------*
Signature Guaranteed
------------------------------*
* NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Certificate in every particular, without alteration, enlargement
or any change whatever. Such signature must be guaranteed by a
member firm of the New York Stock Exchange or a commercial bank
or trust company.
<PAGE>
EXHIBIT D-1
Trustee's Certificate
pursuant to Section 20.3
of the Pooling and Servicing
Agreement
Chemical Bank, as trustee (the "Trustee") of
the Ford Credit 1994-B Grantor Trust created pursuant to
the Pooling and Servicing Agreement (including the Stan-
dard Terms and Conditions of Agreement incorporated by
reference therein, the "Pooling and Servicing Agreement")
dated as of November 1, 1994, among Ford Credit Auto Receiv-
ables Corporation, as Seller (the "Seller"), Ford Motor
Credit Company, as Servicer and the Trustee, does hereby
sell, transfer, assign, and otherwise convey to the
Seller, without recourse, representation, or warranty,
all of the Trustee's right, title, and interest in and to
all of the Receivables (as defined in the Pooling and
Servicing Agreement) identified in the attached
Servicer's Certificate as "Purchased Receivables," which
are to be repurchased by the Seller pursuant to Section
12.2 and all security and documents relating thereto.
IN WITNESS WHEREOF I have hereunto set my hand
this -----day of ----------, 19--.
--------------------------
<PAGE>
EXHIBIT D-2
Trustee's Certificate
pursuant to Section 20.3
of the Pooling and Servicing
Agreement
Chemical Bank, as trustee (the "Trustee") of
the Ford Credit 1994-B Grantor Trust created pursuant to
the Pooling and Servicing Agreement (including the Stan-
dard Terms and Conditions of Agreement incorporated by
reference therein, the "Pooling and Servicing Agreement")
dated as of November 1, 1994, among Ford Credit Auto Receiv-
ables Corporation, as Seller, Ford Motor Credit Company,
as Servicer (the "Servicer") and the Trustee, does hereby
sell, transfer, assign, and otherwise convey to the
Servicer, without recourse, representation, or warranty,
all of the Trustee's right, title, and interest in and to
all of the Receivables (as defined in the Pooling and
Servicing Agreement) identified in the attached
Servicer's Certificate as "Purchased Receivables," which
are to be purchased by the Servicer pursuant to Section
13.7 or 21.2, and all security and documents relating
thereto.
IN WITNESS WHEREOF I have hereunto set my hand
this ---- day of ----------, 19--.
-------------------------
