AMENDMENT TO POOLING AND SERVICING AGREEMENTS
THIS AMENDMENT, dated as of September 25, 1997 (the "Amendment") to
the Pooling and Servicing Agreement, dated as October 1, 1995, and the Pooling
and Servicing Agreement, dated as of October 21, 1996 (each, as such agreement
may be amended, supplemented, amended and restated or otherwise modified in
accordance with the terms thereof, a "Pooling Agreement" and together, the
"Pooling Agreements"), each among National Financial Auto Funding Trust
("Funding Trust"), National Auto Finance Company, Inc. ("NAFI"), as successor to
National Auto Finance Company L.P., and Xxxxxx Trust and Savings Bank, as
trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend certain terms of the
Pooling Agreements;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings assigned to them as set forth in the
Pooling Agreements.
SECTION 2. Amendments to the Pooling Agreements. (a) Section 4.04(a)
of each of the Pooling Agreements is hereby amended as follows: (i) the phrase
"clauses (i) through (iii), inclusive, of subsection 4.01(b)", as such phrase
appears in both the first and second sentences of Section 4.04(a) of each
Pooling Agreement, is hereby modified to read "clauses (i) through (iv),
inclusive, of Section 4.01(b)"; and (ii) the reference to "Certificateholders"
that appears in the fourth sentence of such Section 4.04(a) is hereby amended to
read "the Persons referred to in clauses (i) through (iv), inclusive, of Section
4.01(b), as applicable,".
SECTION 3. Effectiveness of Agreement. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any of
the parties to the Pooling Agreements under the Pooling Agreements, nor alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Pooling Agreements, all of which are
hereby ratified and affirmed in all respects by the parties hereto and shall
continue in full force and effect. This Amendment shall apply and be effective
only with respect to the provisions of the Pooling Agreements specifically
referred to herein and any references in the Pooling Agreements to the
provisions of the Pooling Agreements specifically referred to herein shall be to
such provisions as amended by this Amendment.
SECTION 4. Effectiveness of Amendment. This Amendment shall become
effective when counterparts hereof executed and delivered on behalf of each
party hereto shall have been received by the Certificate Insurer and the
Certificate Insurer shall have executed a written consent to this Amendment
pursuant to Section 10.01 of each of the Pooling Agreements.
SECTION 5. Execution in Counterparts. This Amendment may be executed
by the parties hereto in several counterparts and be deemed to be an original
and all of which shall constitute together but one and the same agreement.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
XXXXXX TRUST AND SAVINGS BANK
as trustee
By: _______________________________
Name: _______________________________
Title: _______________________________
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: ______________________________
Name: ______________________________
Title: ______________________ of Chase
Manhattan Bank Delaware, as trustee for
National Financial Auto Funding Trust
NATIONAL AUTO FINANCE COMPANY, INC.
By: ______________________________
Name: ______________________________
Title: ______________________________
Consented and Agreed:
FINANCIAL SECURITY ASSURANCE INC.
By: _________________________________
Name: _________________________________
Title: _________________________________
