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EXHIBIT 10.95
CONSENT AND AMENDMENT
THIS CONSENT AND AMENDMENT is made as of March , 1999 (this "Agreement"),
between NATIONAL FINANCIAL AUTO FUNDING TRUST II (as successor to National
Financial Auto Funding Trust, f/k/a/ NAFCO Funding Trust), a Delaware business
trust ("Funding Trust"), NATIONAL AUTO FINANCE COMPANY, INC., a Delaware
corporation ("NAFI"), FIRST UNION NATIONAL BANK ("FUNB"), and BANKERS TRUST
COMPANY, as Trustee of the National Financial Auto Receivables Master Trust (the
"Trustee"), pursuant to Section 6.10 of the Pooling and Administration
Agreement, dated as of December 8, 1994, among Funding Trust, NAFI and the
Trustee, as supplemented by the Series 1994-R, Class B Supplement (the
"Supplement", as amended and, together with the Pooling and Administration
Agreement, as amended, and as so supplemented, the "Pooling Agreement") and
Section 13.01(b) of the Pooling Agreement.
In consideration of the mutual agreements herein contained, each partly
agrees as follows for the benefit of the other parties and the Class B
Certificateholders to the extent provided herein:
1. On and after March, 1999, the Stated Amount of the Class B Certificates
under the Pooling Agreement shall equal $85,000,000 (eighty five million
dollars).
2. Funding Trust, as holder of 99% of the Class C Certificates, and FUNB,
as holder of 100% of the Class B Certificates, hereby waive the conditions to
effectiveness of this Consent set forth in Section 6.10(a)(i) and Section
13.01 of the Pooling Agreement.
3. NAFI, by its execution of this Agreement, hereby directs Chase Manhattan
Bank Delaware, as Owner Trustee of Funding Trust, to execute and deliver this
Agreement on behalf of Funding Trust.
4. NAFI and FUNB, as Certificateholders of National Financial Auto
Receivables Master Trust, by their execution of this Agreement, hereby direct
Bankers Trust Company, as Trustee of National Financial Auto Receivables Master
Trust, to execute and deliver this Agreement.
5. The definition of "Class B Principal Distributable Amount" is hereby
amended to read as follows:
"Class B Principal Distributable Amount" means, with respect to
any Distribution Date, the lesser of (a) the outstanding
principal balance of the Class B Certificates as of such
Distribution Date (prior to giving effect to any distributions in
reduction of the outstanding principal amount of the Class B
Certificates made on such Distribution Date) and (b)(i) in the
case of any Distribution Date that occurs prior to the
Liquidation Commencement Date, the greater of (1) the product of
(A) the Overcollateralization Deficit and (B) the Class B
Percentage and (2) the product of (A) the Class B Percentage and
(B) the Certificate Amortized Pool Balance for such Distribution
Date, and (ii) in the case of any
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Distribution Date that occurs on or after the Liquidation
Commencement Date, an amount equal to all remaining amounts in
the Certificate Account after application of clauses (i) through
(vi) inclusive of Section 4.03(a).
6. Capitalized terms used but not defined herein shall have the respective
meanings assigned to such terms in the Pooling Agreement.
7. This Agreement may be executed by facsimile signatures and in two or
more counterparts with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Funding Trust, FUNB, NAFI and the Trustee have caused
this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.
Agreed and Consented to by: Agreed and Consented to by:
FIRST UNION NATIONAL BANK NATIONAL FINANCIAL AUTO FUNDING
TRUST II (as successor to National Financial
Auto Funding Trust, f/k/a/ NAFCO Funding
Trust)
By: CHASE MANHATTAN BANK DELAWARE
(as successor to Chase Manhattan Bank
By: /s/ EXECUTED BY AUTHORIZED OFFICER USA, N.A.), not in its individual capacity
--------------------------------------- but solely as Owner Trustee of National
Name: Executed by Authorized Officer Financial Auto Funding Trust II
Title:
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Trust Officer
Agreed and Consented to by: Agreed and Consented to by:
NATIONAL AUTO FINANCE COMPANY, INC. BANKERS TRUST COMPANY, not in its
individual capacity but solely as Trustee of
National Financial Auto Receivables Master
Trust
By: /s/ XXXXX X. XXXXX By: /s/ EXECUTED BY AUTHORIZED OFFICER
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Name: Xxxxx X. Xxxxx Name: Executed by Authorized Officer
Title: Vice Chairman and Chief Executive Title:
Officer
