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 21, 1995 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 1995-1 Trust (the "1995-1 Trust") pursuant to
the Pooling and Servicing Agreement, dated as of October 1, 1995 (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 1995-1 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 dated as of October 1,
1995 among the Company, National Financial Auto Funding Trust
and Xxxxxx Trust and Savings Bank (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 #000000000 A/C
#1092113 For Further Credit: NAFCO 95-A #1011774 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 not more than once during each calendar year and by
not more than two months in connection with each such extension;
provided, further, Servicer shall in no event extend the maturity date
of an Account beyond August 31, 2001."
5. Notwithstanding Section 4 of Article II, Servicer shall,
as custodian for the 1995-1 Trust, retain possession of the Loan File
for each Assigned Account in accordance with the Custodial Agreement
dated as of October 1, 1995 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
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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. Section 7 of Article V is hereby deleted in its entirety
(solely with respect to the Assigned Accounts).
9. 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 1995-1
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."
10. 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
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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."
11. 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).
12. This Amendment shall become effective upon the assignment
of the Assigned Accounts to the 1995-1 Trust.
13. 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.
14. 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:
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Name:
Title:
NATIONAL AUTO FINANCE COMPANY, L.P.
By: NATIONAL AUTO FINANCE CORPORATION,
its general partner
By:
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Name:
Title:
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