1
EXHIBIT 4.5
__________________________________________
FORD CREDIT AUTO INTERMEDIARY TRUST ____-_
ASSET BACKED CERTIFICATES
_____________________________________
FORD CREDIT AUTO RECEIVABLES TWO L.P.
Seller
FORD MOTOR CREDIT COMPANY
Servicer
______
Trustee and Class A Agent
_________________
INTERMEDIARY POOLING AND SERVICING AGREEMENT
Dated as of ______ __, ____
_________________
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TABLE OF CONTENTS
Page
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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. . . . . . . . . . . . . . . . . 4
ARTICLE VI Special Definitions and Terms. . . . . . . . . . . . . . . . . 4
ARTICLE VII Additional Representations
and Warranties of the Seller. . . . . . . . . . . . . . . . . 7
ARTICLE VIII Ford Motor Credit Company Not
to Resign as Servicer . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IX Agent for Service . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE X Additional Covenants of the Seller. . . . . . . . . . . . . . . 9
Schedule A -- List of Receivables
Schedule B -- Location of Receivables
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This Intermediary Pooling and Servicing Agreement, dated as of ______
__,____, is made with respect to the formation of the Ford Credit Auto
Intermediary Trust ____-_, among FORD CREDIT AUTO RECEIVABLES TWO L.P., a
Delaware limited partnership, as Seller ("Seller"), FORD MOTOR CREDIT COMPANY,
a Delaware corporation, as Servicer ("Servicer"), and ______, a ______
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 Auto Intermediary
Trust ____-_. For all purposes of this Agreement and any certificate or other
document made or delivered pursuant hereto, each reference to "Ford Credit Auto
Grantor Trust ____-__" shall be deemed to be replaced with a reference to "Ford
Credit Auto Intermediary 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, assign, 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 pursuant to the Receivables and any other
interest of the Issuer in the Financed Vehicles; (iii) rights to receive
proceeds with respect to the Receivables from claims on any physical damage,
credit life, credit disability, or other insurance policies covering Financed
Vehicles or Obligors; (iv) Dealer Recourse; (v) all of the Seller's rights to
the Receivable Files; (vi) the
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Certificate Distribution Account and the Collection Account and all amounts,
securities, investments and other property deposited in or credited to either
of the foregoing and all proceeds thereof; (vii) all of the Seller's rights
under the Pooling and Servicing Agreement; (viii) all of the Seller's rights
under the Purchase Agreement, including the right of the Seller to cause Ford
Credit to repurchase Receivables from the Seller; (ix) payments and proceeds
with respect to the Receivables held by the Servicer; (x) all property
(including the right to receive Liquidation Proceeds) securing a Receivable
(other than a Receivable repurchased by the Servicer or purchased by the
Seller); (xi) 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 (xii) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing.
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.
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5
ARTICLE V
Section 5.1 Incorporation of Standard Terms and Conditions of Agreement.
This Pooling and Servicing Agreement does hereby incorporate by reference the
Standard Terms and Conditions of Agreement for Ford Credit Auto Grantor Trusts
dated as of ______ __, ____ ("Standard Terms and Conditions of Agreement"), in
the form attached hereto.
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 ___%.
The "Class B Percentage" means ___%.
The "Corporate Trust Office" at the date hereof is located at
______
______
______
The "Cutoff Date" shall be ______ __, ____.
The first "Distribution Date" shall be ______ __, ____.
The "Optional Purchase Percentage" shall be 10%.
The "Original Pool Balance" is $______.
The "Pass-Through Rate" is ___% per annum.
The "Purchase Agreement" is the agreement dated as of ______ __, ____,
relating to the purchase by the Seller from Ford Motor Credit Company of the
Receivables.
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The "Required Deposit Rating" shall be a rating on (i) short-term
unsecured debt obligations of P-1 by ▇▇▇▇▇'▇ Investors Service, Inc. and (ii)
short-term unsecured debt obligations of A-1+ by Standard & Poor's Corporation;
and any requirement that short-term unsecured debt obligations have the
"Required Deposit Rating" shall mean that such short-term unsecured debt
obligations 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 $______; except that in the event that on
any Distribution 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 Receivables charged off in the period
or prior periods) to the Pool Balance as of the first day of each such
Collection Period exceeds ___% or (ii) the 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 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 ___%, 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 ____ 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 $______ or less
than $______. On any Distribution Date on which the aggregate balance of the
Class A Certificates is $______ 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 $______.
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The "Subordination Initial Deposit" is $______.
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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 ___% of the
aggregate Principal Balance of the Receivables, constituting ___%
of the number of Receivables, as of the Cutoff Date, represent
vehicles financed at new vehicle rates, and the remainder of the
Receivables represent vehicles financed at used vehicle rates;
(ii) Origination. Each Receivable shall have an origination
date on or after ______ __, ____;
(iii) Maturity of Receivables. Each Receivable shall have an
original maturity of not greater than [sixty (60) months];
(iv) Minimum Annual Percentage Rate. Each Receivable shall
have an Annual Percentage Rate equal to or greater than ___%;
(v) Scheduled Payments. Each Receivable shall have a first
Scheduled Payment due on or prior to ______ __, ____ and no
Receivable shall have a payment that is more than [thirty (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 extended on any Receivable on or before the Cutoff
Date;
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[(viii) No Receivables Originated in Alabama or Pennsylvania.
No Receivable shall have been originated in Alabama or
Pennsylvania;] and
(ix) Rating Agencies. The rating agencies rating the
Certificates are ▇▇▇▇▇'▇ Investors Service, Inc. and Standard &
Poor's Ratings Group.
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 communication 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 responsibilities 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 ▇.▇. ▇▇▇▇▇▇▇▇, Esq., Ford Motor Credit Company, The
American Road, Dearborn, Michigan 48121.
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ARTICLE X
Section 10.1 Additional Covenants of the Seller.
(a) The Seller agrees with each nationally recognized rating agency
which has been requested by the Seller or an affiliate to rate the
Class A Certificates 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 written
confirmation from such rating agency that such issuance will not result in the
qualification, downgrading or withdrawal of the then current rating assigned to
the Class A Certificates. The Seller shall provide a copy of any such written
confirmation to the Trustee.
(b) The Seller shall not, without first receiving written confirmation
from 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 that the then current rating assigned to the Class A
Certificates will not result in the qualification, downgrading or withdrawal of
such rating, and, upon the Seller's receipt of such written confirmation from
each such rating agency, the Trustee shall, without any exercise of its own
discretion, 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 Section 2.3 of the Seller's Limited Partnership Agreement;
(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
Limited Partnership Agreement) and (B) any indebtedness to Ford
Motor Credit Company or any affiliate thereof incurred in
connection with the acquisition of receivables or certificates
issued by trusts established by Ford Motor
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Credit Company or Ford Credit Auto Receivables Corporation or any
affiliate thereof;
(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 entirety 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 General Partner's Certificate of
Incorporation; and
(B) immediately after giving effect to the transaction, no default
or event of default has occurred and is continuing under any indebtedness
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 General Partner, 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 limited partnership or a substantial
part of its property, or make any assignment for the benefit of
creditors, or admit in writing its inability to pay its debts generally
as they become due, or take limited partnership action in furtherance of
any such action.
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IN WITNESS WHEREOF, the Seller, the Servicer, and the Trustee have caused
this Pooling and Servicing Agreement to be duly executed by their respective
officers as of the day and year first above written.
FORD CREDIT AUTO
RECEIVABLES TWO L.P.
By: FORD CREDIT AUTO
RECEIVABLES TWO, INC.,
as General Partner
[SEAL]
ATTEST: By:
_______________________
TITLE:
___________________________
TITLE:
FORD MOTOR CREDIT COMPANY
[SEAL]
ATTEST: By: ________________________
TITLE:
___________________________
TITLE:
______, as Trustee
ATTEST: By: ________________________
TITLE:
___________________________
TITLE: Trust Officer
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______, as Class A Agent
Pursuant to Section 14.7
hereof
ATTEST: By: _________________________
TITLE:
___________________________
TITLE: Trust Officer
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SCHEDULE A
LIST OF RECEIVABLES
DELIVERED TO TRUSTEE
AT CLOSING
15
SCHEDULE B
LOCATION OF RECEIVABLES
Indianapolis
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Detroit-North
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago-North
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ohio South
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Detroit/West
One ParkLane Blvd.
Suite ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago South
The Office of Waterfall ▇▇▇▇ I
Suite ▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Grand Rapids
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago - East
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
16
Akron
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Louisville
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Milwaukee
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chicago West
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
Suite 280
Hoffman Estates, IL 60195-2008
Saginaw
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
Suite 200
Saginaw, MI 48605
Findlay
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-1447
Cleveland
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-2581
Philadelphia
Bay Colony Executive Park
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Jersey South
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇. Laurel, NJ 08054
Baltimore-West
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
B-2
17
Long Island
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Washington, D.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
Suite 150
Rockville, MD 20850-3293
New Haven
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
Floor #▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Norfolk
Greenbrier Pointe
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Suite 350
Chesapeake, VA 23320
New Jersey North
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-1069
Pittsburgh
▇▇▇▇▇▇ Plaza ▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Richmond
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Syracuse
5788 Widewaters Pkwy.
DeWitt, NY 13214
Westchester
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
B-3
18
Mobile
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Birmingham
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Orlando
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ Bldg.
Maitland, FL 32751
Memphis
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlanta - North
North Park Town Center
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. N.E.
Bldg. ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Greensboro
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
Suite 220
Greensboro, NC 27407
Charlotte
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jacksonville
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Jackson
Highland Village Center
▇▇▇▇ ▇-▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B-4
19
Columbia
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Miami
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dothan
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-1180
Nashville
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Raleigh
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tampa
Lincoln Pointe, Suite 800
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▇▇▇▇▇▇▇ Park Office Center
Suite 201A
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Lubbock
Suite 200
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Dallas
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B-5
20
Austin
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Suite 320
Austin, TX 78744
Fort Worth
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Suite 400, Center Park Tower
Bedford, TX 76022
Beaumont
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Houston-West
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Harlingen
1916 East ▇▇▇▇▇▇▇▇
Harlingen, TX 78550
Corpus Christi
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Little Rock
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Amarillo
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▇▇▇▇▇ ▇▇▇ ▇▇▇▇. D
Amarillo, TX 79102
El Paso
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B-6
21
Albuquerque
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Houston-North
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Suite ▇▇▇
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San Antonio
1600 N.E. Loop ▇▇▇
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Tulsa
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Minneapolis
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Wichita
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St. Louis
4227 Earth City Exp.
Suite 100
Earth City, MO 63045
Jefferson City
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Kansas City
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B-7
22
Des Moines
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Omaha
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Davenport
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▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇. Bldg.
Bettendorf, IA 52722
Denver
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Fargo
▇▇▇▇ ▇▇▇▇ ▇▇▇. South
Suite ▇▇▇
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Springfield
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Waterloo
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San Bernadino
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Salt Lake City
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B-8
23
Honolulu
1585 Kapiolani Blvd.
Suite 922, Ala Moano Pacific Center
Honolulu, HI 96814
Spokane
North ▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-2148
Grand Junction
744 Horizon Ct.
Suite 330
Grand Junction, CO 81506
San Francisco
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Portland
10220 ▇.▇. ▇▇▇▇▇▇▇▇▇ Rd.
Suite 415
Portland, OR 97223-5506
Sacramento
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San Diego
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Phoenix
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
San ▇▇▇▇
1900 ▇▇▇▇▇▇▇▇ Blvd.
Suite 400
Milpitas, CA 95035
B-9
24
Seattle
13555 S.E. ▇▇▇▇ ▇▇▇▇▇▇
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Orange
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Anchorage
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Appleton
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South Bend
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Columbus
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-0792
Henderson
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Lansing
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1408 North Michigan
▇▇▇▇▇▇▇▇, IL 62441
New Jersey-Central
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B-10
25
Huntington
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Buffalo
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Manchester
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Harrisburg
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Boston South
Southboro Place, 2nd Floor
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Boston North
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Portland
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Albany
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Roanoke
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
Roanoke, VA 24019
Falls Church
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B-11
26
Bristol
Landmark Center - Suite A
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Chattanooga
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Decatur
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Fayetteville
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Athens
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Knoxville
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Macon
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Pensacola
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Savannah
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B-12
27
Tyler
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Oklahoma City
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Baltimore-East
▇▇▇▇▇▇▇▇ Corporate Center One
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Billings
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cheyenne
6234 Yellowstone
Cheyenne, WY 82009
Cape Girardeau
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Atlanta -South
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
Suite 300
Atlanta, GA 30349
Pasadena
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
Suite 400
Pasadena, CA 91109
Colorado Springs
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B-13
28
South Bay
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▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ventura
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Las Vegas
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Eugene
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tupelo
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Charleston
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Western Carolina
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
B-14
29
New Orleans
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇.
Suite 3000
Metairie, LA 70002
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Office Park
Suite ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Shreveport
South Pointe Centre, Suite ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B-15