SUPPLEMENT TO AMENDED AND RESTATED SERVICING AGREEMENT
THIS SUPPLEMENT (this "Supplement") of the Amended and Restated Servicing
Agreement dated as of December 5, 1994, as amended as of October 1, 1995 (the
"Servicing Agreement"), between WORLD OMNI FINANCIAL CORP. ("WOFC"), as servicer
and NATIONAL AUTO FINANCE COMPANY L.P. ("NAFCO") is made as of November 13, 1996
by and between OMNI FINANCIAL SERVICES OF AMERICA, INC. as assignee of WOFC (the
"Servicer" or "OFSA") and NAFCO.
RECITALS
A. National Financial Auto Funding Trust ("Auto Funding"), a Delaware
business trust, 100% of the beneficial ownership interest in which is held by
NAFCO or affiliates of NAFCO, intends to assign the accounts designated in
Schedule 1 hereto (the "Assigned Accounts") to National Auto Finance 1996-1
Trust (the "1996-1 Trust") pursuant to the Pooling and Servicing Agreement,
dated as of October 21, 1996 (the "Pooling and Servicing Agreement"), by and
among Auto Funding, NAFCO and Xxxxxx Trust and Savings Bank, as trustee (the
"Trustee").
B. NAFCO and OFSA have agreed to further amend the Servicing Agreement as
set forth below to provide for the servicing of the Assigned Accounts following
assignment of the Assigned Accounts by Auto Funding to the 1996-1 Trust.
C. Capitalized terms used but not defined herein shall have the same
meanings ascribed thereto in the Servicing Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, NAFCO and OFSA, as
assignee of WOFC hereby amend and supplement the Servicing Agreement solely with
respect to the Assigned Accounts, as follows:
1. The Preamble is hereby deleted in its entirety and the following
inserted in lieu thereof:
This Amended and Restated Servicing Agreement is hereby made
effective as of the 5th day of December 1994 by and between World
Omni Financial Corp. (the "Servicer" or "WOFC") and National Auto
Finance Company L.P. (the "Company" or "NAFCO").
2. Section 6 of Article I is hereby deleted and the following inserted in
lieu thereof:
6. Company Account. The Collection Account designated in the Pooling
and Servicing Agreement into which are deposited amounts received by the
Servicer on behalf of the Company which may include deduction of certain
amounts due the Servicer
pursuant to Article II, paragraph 5 of this Agreement. The wiring address
for such account is Xxxxxx Trust and Savings Bank ABA #_____________ A/C
#______________ For Further Credit: NAFCO 96-A #______________ Attention:
X. Xxxxxxxxxx - Ext. 2647.
3. The second sentence of Section 1 of Article II is hereby deleted and
following inserted in lieu thereof: "The Servicer shall service and administer
the Accounts by employing procedures (including collection procedures) and a
degree of care consistent with prudent industry standards and as are customarily
employed by servicers in servicing and administering motor vehicle retail
installment sales contracts comparable to the Accounts."
4. The following is hereby inserted at the end of the second sentence of
Section 3 of Article II the following: "provided, however, that Servicer shall
be permitted to extend the then current maturity date of an Account provided
that (i) a period of at least six months takes place between each such
extension, and (ii) each such extension is not more than two months; provided,
further, Servicer shall in no event extend the maturity date of an Account
beyond August 31, 2002."
5. Notwithstanding Section 4 of Article II, Servicer shall, as custodian
for the 1996-1 Trust, retain possession of the Loan File for each Assigned
Account in accordance with the Custodial Agreement dated as of November 13, 1996
by and between OFSA, as custodian and NAFCO; provided, however, that this
Section 5 of this Amendment shall not be construed to amend or modify the
obligation of the Servicer to service or continue to service any Account; and
provided, further, that NAFCO will indemnify and hold Servicer harmless against
any liability of Servicer for not returning the Loan File with respect to an
Assigned Account to NAFCO in accordance with such Section 4 to the extent
Servicer retained such Loan File in accordance with its obligations as
Custodian.
6. The fourth sentence of Section 7 of Article II is hereby deleted and
the following inserted in lieu thereof: "Servicer shall have no obligation to
determine whether the actual motor vehicle title is received in those states
which permit the Borrower, rather than the lienholder, to have possession of the
actual motor vehicle title."
7. The first sentence of Section 2 of Article III is hereby deleted and
the following inserted in lieu thereof: "Company shall pay monthly on the
twenty-first day of each month or, if such date is not a Business Day, the next
succeeding Business Day, the Servicing Fees as well as any other expenses or
charges due the Servicer pursuant to this Agreement; provided that, to the
extent such amounts are not paid by the Company on such twenty-first day (for
any reason other than errors of transmission), Servicer may withdraw and apply
the amount of such Servicing Fees owed but not paid from the $5000 reserve
account maintained for such purpose."
8. Article III is hereby amended by adding the following Section after
Section 4: "5. The Company shall provide Servicer with written notice of any
transfer of an Account to the 1996-1 Trust five calendar days prior to any such
transfer."
9. Section 7 of Article V is hereby deleted in its entirety (solely with
respect to the Assigned Accounts).
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10. Subsection (b) of Section 14 of Article X is hereby deleted and the
following inserted in lieu thereof: "(b) the Company shall, at the request of
the Servicer, execute and deliver or cause to be executed and delivered such
further instruments (including any powers of attorney or similar instruments
from Auto Funding or 1996-1 Trust) and take or cause to be taken such further
actions as Servicer may reasonably deem necessary to carry out the terms and
provisions of this Agreement."
11. Article VIII, is hereby amended by inserting the following language at
the end of Section 1 thereof:
"g. If (i)(A) the Company fails to remit timely to the Servicer the
Servicing Fees in accordance with Section 2 of Article III and such failure to
pay continues for a period of three Business Days and (B) there are insufficient
funds in the Reserve Account to cover payment of any Servicing Fees owed and not
paid or (ii) the Company does not receive first priority payment of
distributions in accordance with Section 4.01 of the Pooling and Servicing
Agreement."
12. This Amendment amends the Amended and Restated Servicing Agreement and
supersedes the Amended and Restated Servicing Agreement solely with respect to
the Assigned Accounts and the subject matter hereof. This amendment is not
intended to amend or modify, and shall not be construed to amend or modify in
any respect, the servicing by the Servicer pursuant to the Amended and Restated
Servicing Agreement of Accounts other than the Assigned Accounts, and the
provisions of the Amended and Restated Servicing Agreement, as such provisions
appear in the Amended and Restated Servicing Agreement dated as of December 5,
1994, as amended as of October 1, 1995, shall remain in full force and effect
with respect to all Accounts (including, except as amended hereby, the Assigned
Accounts).
13. This Amendment shall become effective upon the assignment of the
Assigned Accounts to the 1996-1 Trust.
14. Except as the terms and provisions of the Amended and Restated
Servicing Agreement shall have been amended and superseded hereby, the Amended
and Restated Servicing Agreement shall remain in full force and effect.
15. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this amendment
as of the date first provided above.
OMNI FINANCIAL SERVICES OF AMERICA, INC.
By:_____________________________________
Name:
Title:
NATIONAL AUTO FINANCE COMPANY, L.P.
By: NATIONAL AUTO FINANCE CORPORATION,
its general partner
By:_____________________________________
Name:
Title:
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