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ASSIGNMENT AGREEMENT
between
BANKERS TRUST COMPANY,
as Trustee of the National Financial
Auto Receivables Master Trust
and
NATIONAL FINANCIAL AUTO FUNDING TRUST
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Dated as of October 1, 1995
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ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of October 1, 1995,
by and between NATIONAL FINANCIAL AUTO FUNDING TRUST, a Delaware
business trust ("Funding Trust") and BANKERS TRUST COMPANY ("Bankers
Trust" or the "Trustee"), not in its individual capacity but solely as
Trustee of the National Financial Auto Receivables Master Trust (the
"Master Trust") under the Pooling and Administration Agreement, dated
as of December 8, 1994 (the "Pooling and Administration Agreement"),
among Funding Trust, as Transferor, National Auto Finance Company L.P.
("NAFCO"), as Administrator, and Bankers Trust, as Trustee.
W I T N E S S E T H:
In consideration of the mutual covenants herein
contained, Funding Trust and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
1.1 Incorporation of Definitions. Capitalized
terms used but not defined herein have the meanings ascribed
to them in the Pooling and Administration Agreement.
1.2 Other Definitions. When used in this
Agreement, the following words and phrases shall have the
following meanings:
Cut-off Date: As defined in Section 2.1.
Closing Date: means November 21, 1995.
Outstanding Principal Balance: As of any date and
with respect to any Receivable, the outstanding principal balance of
such Receivable as of such date, which shall be computed by reducing
the original principal balance of such Receivable by the principal
portion of each payment received and processed by the Servicer on or
before such date.
Purchase Price: As defined in Section 2.1.
Receivable Assets: The assets described in clauses
(i) through (vii), inclusive, of subsection 2.1 hereof.
Related Security: means, with respect to any Receivable,
the interest of the Seller
in (i) the security interest in the Financed Vehicles granted by the
Obligors of the Receivables and any accessions thereto and (ii)
physical damage, credit life, credit disability or other insurance
policies covering Financed Vehicles or Obligors (including any blanket
vendor's single interest insurance policy).
Receivables Schedule: The schedule of Receivables
attached as Schedule 1 hereto, such schedule identifying each
Receivable by name of the Obligor and setting forth as to each
Receivable its Outstanding Principal Balance as of the Cut-off Date,
loan number, interest rate, scheduled monthly payment of principal and
interest, final maturity date and original principal amount.
ARTICLE II
PURCHASE AND SALE
2.1 Purchase. Subject to and on the terms and
conditions set forth herein, the Trustee hereby sells, transfers,
conveys and assigns, on behalf of the Master Trust, without
representation, warranty or recourse, except as specifically set forth
herein (i) the Receivables identified on the Receivables Schedule
attached hereto as Schedule I, (ii) all monies paid or payable
thereunder on or after October 1, 1995 (the "Cut-off Date"), (iii) the
Related Security with respect to each such Receivable, (iv) all
proceeds of the foregoing, including all Collections or Related
Security with respect to such Receivables, or other recoveries applied
to repay or discharge any such Receivable received on or after the
Cut-off Date (including net proceeds of sale or other disposition of
repossessed Financed Vehicles that were the subject of any such
Receivable) or other collateral or property of any Obligor or any
other party directly or indirectly liable for payment of such
Receivables, (v) all of its right, title and interest in the Seller
Transaction Documents, (vi) all Records relating to any of the
foregoing and (vii) any other Trust Assets relating to the Receivables
Assets. Funding Trust agrees to pay to the Trustee on the Closing Date
as the purchase price (the "Purchase Price") for the Receivable Assets
sold hereunder on such date an amount equal to 100% of the aggregate
Outstanding Principal Balance of the Receivables as of the Cut-off
Date in immediately available funds to an account at a bank designated
by the Trustee to Funding Trust.
2.2 Filings. (a) On or prior to the Closing Date,
the Trustee shall have filed in the office of the Secretary of State
of New York a UCC financing statement or statements, appropriate under
the Uniform Commercial Code in effect in New York to reflect the
transfer of the Receivables Assets from the Trustee to Funding Trust
and to protect Funding Trust's interest in the Receivables Assets
against all other Persons, and shall have filed (i) in the office of
the Secretary of State of Delaware and the office of the Secretary of
State of Florida UCC-3 financing statements amending the UCC-1
financing statements filed in such jurisdictions naming Funding Trust
as debtor and the Trustee as secured party and (ii) in the office of
the Secretary of State of Florida UCC-3 financing statements amending
the UCC-1 financing statements filed in such jurisdiction naming NAFCO
as debtor, Funding Trust as secured party and the Trustee
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as assignee, in each case to reflect the transfer of the Receivables
Assets to Funding Trust. During the term of this Agreement, the
Trustee shall not change its name, identity or structure or relocate
its chief executive office or principal place of business without
first giving 60 days prior written notice to Funding Trust and
Financial Security Assurance Inc. (for so long as any policy issued
Financial Security Assurance Inc. is in effect with respect to any
securities issued by Funding Trust or any trust of which Funding Trust
is depositor or transferor; provided, however, that Funding Trust has
no right or power to prohibit a change in the Trustee's name, identity
or structure or, subject to the last sentence of this paragraph, a
relocation of, its chief executive office. If any change in the
Trustee's name, identity or structure or the relocation of its chief
executive office or principal place of business would make any
financing or continuation statement or notice of lien filed in
connection with this Agreement seriously misleading within the meaning
of applicable provisions of the UCC or any title statute, NAFCO, shall
after the effective date of such change, promptly file such amendments
as may be required to preserve and protect Funding Trust's interest in
the Receivables Assets.
(b) On or prior to the Closing Date, the Trustee
shall deliver to Funding Trust or such other Person as Funding Trust
shall direct cash equal to all payments received on such Receivables
on or after the Cut-off Date and on or before two Business days prior
to the Closing Date. Within two Business Days after the Closing Date,
the Trustee shall deliver to Funding Trust or such other Person as
Funding Trust shall direct all other payments received on such
Receivables on or after the Cut-off Date and on or before the Closing
Date.
2.3 No Recourse. The sale and purchase of Receivables
and the other Receivables Assets under this Agreement shall be without
recourse to the Trustee or the Master Trust.
2.4 True Sales. The Trustee and Funding Trust intend
that the transactions contemplated hereby be true sales of Receivables
and other Receivables Assets by the Trustee to Funding Trust providing
Funding Trust with the full benefits of ownership of the Receivables
and other Receivables Assets free and clear of any liens, and neither
the Trustee nor Funding Trust intends the transactions contemplated
hereby to be, or for an purpose to be characterized as, a loan from
Funding Trust to the Trustee. The Trustee shall reflect sales of the
Receivables Assets hereunder on the books and records maintained by
the Trustee with respect to the Master Trust as sales of assets, and
shall treat such sales as sales for all purposes.
2.5 Receipt of Payments after Closing Date. Funding
Trust shall be entitled to all payments received or receivable with
respect to any Receivable sold and conveyed by the Trustee to Funding
Trust hereunder that are received on and after the Cut-off Date. If
the Trustee receives any payment on a Receivable belonging to Funding
Trust, the Trustee promptly shall turn such payment over to Xxxxxx
Trust and Savings Bank ("Xxxxxx Trust"), as trustee under the Pooling
and Servicing Agreement, dated as of October 1, 1995 (the "Pooling and
Servicing Agreement"), among Funding Trust, NAFCO and Xxxxxx Trust.
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ARTICLE III
MISCELLANEOUS
3.1 Notices. All notices, demands and requests that
may be given or that are required to be given hereunder shall be sent
by United States certified mail, postage prepaid, return receipt
requested, to the parties at their respective addresses as follows:
If to the Trustee:
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust and Agency Group -
Structured Finance
If to Funding Trust:
National Financial Auto Funding Trust
c/o The Chase Manhattan Bank (USA),
as Trustee
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Administration Procedure
If to Financial Security Inc.:
Financial Security Assurance Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: NAFCO Auto Finance 1995-1 Trust,
6.36% Automobile
Loan Asset Backed Certificates
3.2 Choice of Law. This Agreement shall be construed
in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
3.3 Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed
to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
3.4 Assignment. This Agreement may not be assigned
by the Trustee or Funding Trust except as contemplated by this
Section; provided, however, that simultaneously with the execution and
delivery of this Agreement, Funding Trust shall assign all of its
right,
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title and interest hereunder to Xxxxxx Trust and Savings Bank ("Xxxxxx
Trust"), as trustee under the Pooling and Servicing, dated as of
October 1, 1995 (the "Pooling Agreement"), among Funding Trust, as
transferor, NAFCO, as Master Servicer, and Xxxxxx Trust, and the
Certificateholders (as defined in the Pooling Agreement, the
"Certificateholders") and the Certificate Insurer (as defined in the
Pooling Agreement, the "Certificate Insurer") as provided in Section
2.01 of the Pooling Agreement, to which the Trustee hereby expressly
consents.
3.5 Third-Party Beneficiaries. This Agreement will
inure to the benefit of and be binding upon the parties hereto and
Xxxxxx Trust for the benefit of the Certificateholders and the
Certificate Insurer, which shall be considered to be third-party
beneficiaries of this Agreement and shall be entitled to rely upon and
directly enforce the provisions of this Agreement. Except as otherwise
provided in this Agreement, no other Person will have any right or
obligation hereunder. The Certificate Insurer may disclaim any of its
rights and powers under this Agreement upon delivery of a written note
to the Trustee and Funding Trust.
3.6 No Petition. The Trustee hereby agrees not to
cause the filing of a petition in bankruptcy against Funding Trust
until one year and one day after the maturity of any securities issued
pursuant to the Pooling and Servicing Agreement.
3.7 Further Assurances. It is the Trustee's
intention to convey its entire rights, title and interest in the
Receivables Assets or other assets related thereto acquired from
Funding Trust pursuant to the Pooling and Administration Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first written above.
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: THE CHASE MANHATTAN BANK (USA)
not in its individual capacity but solely as
Owner Trustee of the National Financial
Auto Funding Trust
By: /s/ XXXX X. XXXX
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Name: XXXX X. XXXX
Title: SECOND VICE PRESIDENT
NATIONAL FINANCIAL AUTO RECEIVABLES
MASTER TRUST
By: BANKERS TRUST COMPANY, not in its
individual capacity but solely as Trustee of
National Financial Auto Receivables Master
Trust
By: /s/
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Name:
Title:
