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EXHIBIT 10.97
CERTIFICATE SALE AGREEMENT
CERTIFICATE AGREEMENT, dated as of March 31, 1999, between NATIONAL
CHARTERED AUTO CORPORATION, a Delaware corporation ("NCAC"), and NATIONAL AUTO
FINANCE COMPANY, INC., a Delaware corporation ("XXXX").
RECITALS
WHEREAS, NCAC desires to sell, and NAFI desires to purchase, the Class
C Certificate owned by, and registered in the name of, NCAC, evidencing 1% of
the beneficial ownership interest in the NATIONAL FINANCIAL AUTO RECEIVABLES
MASTER TRUST (the "Master Trust"), a Delaware business trust formed pursuant to
the Pooling and Administration Agreement, dated as of December 5, 1994, between
National Financial Auto Funding Trust II ("Funding Trust II"), NAFI and Bankers
Trust Company, as trustee (as the same shall have been amended and restated as
of March 26, 1999, the "Pooling Agreement");
NOW THEREFORE, in consideration of the mutual agreements herein
contained, each party agrees as follows:
SECTION 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Pooling
Agreement.
SECTION 2. Sale of Certificate. In consideration of the receipt of the
Purchase Price (as hereinafter defined), NCAC, upon delivery to NAFI of the
Certificate, and execution and delivery to NAFI of the Assignment attached
hereto as Exhibit A (or such other written instrument of transfer in a form
satisfactory to the Transfer Agent and Registrar) duly executed by the
Certificateholder thereof or his attorney-in-fact duly authorized in a writing
delivered to the Transfer Agent and Registrar, endorsed in blank, hereby and
thereby sells, assigns and transfers to NAFI its entire right, title and
interest in the Certificate and the beneficial ownership interest in the Master
Trust evidenced thereby.
SECTION 3. Purchase Price. In consideration of the sale, assignment
and transfer of the Certificate by NCAC to NAFI, NAFI hereby agrees to pay to
NCAC the sum of $25,000.00 (the "Purchase Price"), by wire transfer of
immediately available funds to the following account designated by NCAC:
Bank Name: First Union National Bank
Bank Address: Charlotte, N.C.
Bank ABA Routing Number: 0000-0000-0
For Credit To: National Chartered Auto Corporation
Bank Account Number: 2000000717919
SECTION 4. Representations. (a) Neither NCAC nor any other party acting
on behalf of NCAC has used any means of general solicitation or distribution in
connection with the marketing, sale, transfer or other disposition of the
Certificate or any other certificate or other
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evidence beneficial ownership interest in the Master Trust, or taken any other
action that would require registration of the transfer of the Certificate
pursuant hereto under the Securities Act of 1933, as amended, or any state
securities laws.
(b) Neither NAFI nor any other party acting on behalf of NAFI has
sold, offered to sell, or solicited offers for the purchase of, the Certificate
by means of general solicitation or distribution in connection with the
marketing, sale, transfer or other disposition of the Certificate or any other
certificate or other evidence beneficial ownership interest in the Master Trust,
or taken any other action that would require registration of the transfer of the
Certificate pursuant hereto under the Securities Act of 1933, as amended, or any
state securities laws.
SECTION 5. NCAC hereby irrevocably disclaims and surrenders any
interest in any certificate, note, security or other interest evidencing
beneficial ownership of, or secured by, pools of motor vehicle retail
installment sale contracts owned by NAFI or any affiliate of NAFI, or any trust
or other entity formed by NAFI, including but not limited to National Financial
Auto Funding Trust and Funding Trust II.
SECTION 6. Counterparts. This Agreement may be executed by facsimile
signature and in any number of counterparts and by the different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original, and all of which together shall constitute one and the same
instrument.
SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT
OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, NAFI and NCAC have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
NATIONAL AUTO FINANCE COMPANY, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice Chairman and Chief Executive
Officer
NATIONAL CHARTERED AUTO CORPORATION
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
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Exhibit A
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto National Auto Financial Corporation, Inc. the attached Class C Certificate,
and does hereby irrevocably constitute and appoint ___________, Attorney to
transfer the said certificate on the Certificate Register maintained by the
Trustee.
NATIONAL CHARTERED AUTO CORPORATION
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: President
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
Dated: March _, 1999
