ARTICLE I DEFINITIONS

   1
                                                                  EXHIBIT 10.101

                                                                  EXECUTION COPY


                  AGREEMENT FOR MONITORING AND BACKUP SERVICING

         THIS AGREEMENT FOR MONITORING AND BACKUP SERVICING, dated as of March
31, 1999 (as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms hereof, this
"Agreement"), among National Auto Finance Company, Inc. ("NAFI" or the
"Servicer," formerly National Auto Finance Company L.P.), CSC Logic/MSA LLP
d/b/a Loan Servicing Enterprise, a Texas limited liability partnership ("LSE",
or the "Backup Servicer"), and FINANCIAL SECURITY ASSURANCE INC., a monoline
insurance company incorporated under the laws of the State of New York, as
certificate insurer or insurer, as applicable ("Insurer" or "FSA").


                               W I T N E S S E T H

         WHEREAS, the parties enter into this Agreement with respect to and in
connection with the Pooling and Servicing Agreement, dated as of October 1,
1995, and the Pooling and Servicing Agreement, dated as of October 21, 1996,
each among National Financial Auto Funding Trust ("Funding Trust"), NAFI, and
▇▇▇▇▇▇ Trust and Savings Bank, as Trustee ("▇▇▇▇▇▇") (such agreements, the
"Pooling and Servicing Agreements"), and the Sale and Servicing Agreement, dated
as of June 29, 1997, among Funding Trust, NAFI, ▇▇▇▇▇▇ and the National Auto
Finance 1997-1 Trust, and the Sale and Servicing Agreement, dated as of December
15, 1997, among Funding Trust, NAFI, Harris, as Trust Collateral Agent and
Backup Servicer, and the National Auto Finance 1998-1 Trust (such agreements,
the "Sale and Servicing Agreements") (each Pooling and Servicing Agreement and
Sale and Servicing Agreement, as such agreement has been amended as of the date
hereof and as may be further amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms thereof, a
"Servicing Agreement" and together, the "Servicing Agreements"); and

         WHEREAS, ▇▇▇▇▇▇ serves as backup servicer under each of the Sale and
Servicing Agreements (in such capacities, the "S&SA Backup Servicer") and as
standby servicer under each of the Pooling and Servicing Agreements (in such
capacities, the "P&SA Standby Servicer"); and

         WHEREAS, the parties to this Agreement desire to appoint LSE as backup
servicer with respect to each of the Trusts created pursuant to each Pooling and
Servicing Agreement, the National Auto Finance 1997-1 Trust and the National
Auto Finance 1998-1 Trust (collectively, the "Trusts"); and

        WHEREAS, LSE desires to be appointed as backup servicer in accordance
with the terms hereof; and






   2


         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the adequacy and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.01 Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings assigned to them as set forth in the
Servicing Agreements. Wherever used in this Agreement, the following words and
phrases shall have the following meanings:

         "Backup Servicer" or "LSE" means CSC Logic/MSA LLP d/b/a Loan Servicing
Enterprise, a Texas registered limited liability partnership, in its capacity as
backup servicer hereunder.

         "Collection Records" means all manually prepared or computer generated
records related to collection efforts or payment histories with respect to the
Receivables.

         "Controlling Party" means the Insurer, so long as no Insurer Default
shall have occurred and be continuing and, in the event an Insurer Default shall
have occurred and be continuing, the Trustee or Trust Collateral Agent, as
applicable.

         "Distribution Date" means with respect to each Due Period, the twenty
first day of the following calendar month, or if such day is not a Business Day,
the immediately following Business Day.

         "Draw Date" means with respect to any Distribution Date, the fourth
Business Day immediately preceding such Distribution Date.

         "Due Period" means with respect to any Distribution Date, the period
from and including the first day of the calendar month preceding the month in
which such Distribution Date occurs to and including the last day of the
calendar month preceding the month of such Distribution Date.

         "Independent Accountants" means a firm of nationally recognized
independent certified public accountants.

         "Insurer" means Financial Security Assurance Inc., a monoline insurance
company incorporated under the laws of the State of New York, or any successor
or assign thereto.

         "Insurer Default" means an Insurer Default (as defined in the Sale and
Servicing Agreements) or a Certificate Insurer Default (as defined in the
Pooling and Servicing Agreements), as the context may require.





                                       2
   3

         "Monthly Records" means all records and data maintained by the Servicer
with respect to the Receivables, including the following with respect to each
Receivable: the account number; the originating Dealer; Obligor name; Obligor
address; Obligor home phone number; Obligor business phone number; the name,
address and telephone number of the co-borrower, if any; original Principal
Balance; original term; Annual Percentage Rate; current Principal Balance;
current remaining term; origination date; first payment date; a field
identifying each contract as either a simple interest or Rule-of-78's contract;
final scheduled payment date; next payment due date; date of most recent
payment; new/used classification; collateral description, including vehicle
identification, make, model and year; days currently delinquent; number of
contract extensions to date; amount of Scheduled Payment (as defined in the Sale
and Servicing Agreements); current Insurance Policy (as defined in the Sale and
Servicing Agreements); expiration date; and past due late charges.

         "P&SA Standby Servicer" means ▇▇▇▇▇▇ Trust and Savings Bank in its
capacity as the standby servicer under the Pooling and Servicing Agreements.

         "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

         "Policy" means a Note Policy (as defined in the Sale and Servicing
Agreements) or a Certificate Policy (as defined in the Pooling and Servicing
Agreements), as the context may require.

         "Principal Balance" means Principal Balance (as defined in the Sale and
Servicing Agreements) or Outstanding Principal Balance (as defined in the
Pooling and Servicing Agreements), as the context may require.

         "Receivable" means a Receivable (as defined in the Sale and Servicing
Agreements) or a Contract (as defined in the Pooling and Servicing Agreements),
as the context may require.

         "S&SA Backup Servicer" means ▇▇▇▇▇▇ Trust and Savings Bank in its
capacity as the backup servicer under the Sale and Servicing Agreements.

         "Servicer" means National Auto Finance Company, Inc., a Delaware
corporation with its corporate headquarters in Jacksonville, Florida.

         "Servicer Termination Event" means a Servicer Termination Event (as
defined in the Sale and Servicing Agreements) or Servicer Default (as defined in
the Pooling and Servicing Agreements), as the context may require.

         "Servicer's Certificate" means the monthly certificate or report
delivered by the Servicer with respect to the Receivables on or prior to each
Reporting Date substantially




                                       3
   4


in the form attached as Exhibit B to the Sale and Servicing Agreements and
Exhibit 3.17 to the Pooling and Servicing Agreements.

         "Servicing Transfer Date" means the agreed upon date on which the
Backup Servicer assumes all rights, responsibilities, and duties of the
Servicer.

         "Servicing Transfer Notification" shall have the meaning set forth in
Section 3.01 of this Agreement.

         "Spread Account Amounts" means those amounts on deposit in each of the
Spread Accounts established in accordance with each of the Servicing Agreements.

         "Transaction Documents" shall have the meaning assigned to it in the
respective Servicing Agreements.

         "Trust" shall have the meaning set forth in the respective Servicing
Agreements.

         "Trustee" or "Trust Collateral Agent" means ▇▇▇▇▇▇ Trust and Savings
Bank in its capacity as Trustee or Trust Collateral Agent, as applicable, under
the Servicing Agreements.

                                   ARTICLE II

                             OVERSIGHT OF SERVICING

         SECTION 2.01 Requirements of Servicer and Backup Servicer; Monthly
Tape.

             (a) On or before the fourth Business Day, but in no event later
than the fifth calendar day, of each month, commencing in April 1999, the
Servicer will deliver to each of the Trustee, the Insurer (upon request) and the
Backup Servicer a computer tape or a diskette (or any other electronic
transmission acceptable to each of the Trustee, the Insurer (if requested by the
Insurer) and the Backup Servicer) in a format acceptable to each of the Trustee,
the Backup Servicer and the Insurer (if requested by the Insurer) containing the
information with respect to the Receivables as of the preceding Determination
Date (the "Monthly File") necessary for preparation of the Servicer's
Certificate relating to the immediately succeeding Reporting Date and necessary
to determine the application of the collections as provided in the applicable
Servicing Agreement. The Backup Servicer shall use the information contained in
the Monthly File to verify the Servicer's Certificate delivered by the Servicer
pursuant to each of the Servicing Agreements, and commencing in April 1999, the
Backup Servicer shall notify the Servicer of any discrepancies within three
Business Days of receipt by the Backup Servicer of such Servicer's Certificate.
In the event that the Backup Servicer reports any discrepancies, the Servicer
and the Backup Servicer shall attempt to reconcile any material discrepancies
prior to the related Distribution Date; provided, however, that in the absence
of a reconciliation prior to the related Draw Date, the Backup Servicer shall
certify to the







                                       4
   5


Controlling Party and the Trustee on such Draw Date that such discrepancies
remain unreconciled. In the absence of a reconciliation prior to the related
Distribution Date, the applicable Servicer's Certificate shall control for the
purpose of calculations and distributions with respect to such related
Distribution Date. In the event that the Backup Servicer and the Servicer are
unable to reconcile discrepancies with respect to a Servicer's Certificate by
the related Distribution Date, the Servicer shall cause the Independent
Accountants, at the Servicer's expense, to audit such Servicer's Certificate
and, prior to the Distribution Date for the month following the month in which
such Servicer's Certificate was delivered, reconcile the discrepancies. The
effect, if any, of such reconciliation shall be reflected in the Servicer's
Certificate next succeeding the Servicer's Certificate with respect to which
such discrepancies were noted. In addition, upon the occurrence of a Servicer
Termination Event the Servicer shall, if so requested by the Controlling Party
or the Backup Servicer, deliver to the Controlling Party (if requested by the
Controlling Party) and Backup Servicer (i) within three Business Days of demand
therefore a computer tape or a diskette (or any other electronic transmission
acceptable to the Controlling Party (if requested by the Controlling Party) and
the Backup Servicer) in a format acceptable to the Controlling Party (if
requested by the Controlling Party) and the Backup Servicer containing as of the
close of business on the date of demand all of the data maintained by the
Servicer in computer format in connection with servicing the Receivables and
(ii) within five (5) calendar days true and correct copies of all other
Collection Records and Monthly Records. Other than the duties specifically set
forth in this Agreement, the Backup Servicer shall have no obligations
hereunder, including, without limitation, to supervise, verify, monitor or
administer the performance of the Servicer. The Backup Servicer shall have no
liability for any actions taken or omitted by the Servicer. With respect to
Section 4.15 of the Sale and Servicing Agreements, this section shall apply in
substitution and replacement of such sections for purposes of such Sale and
Servicing Agreements.

             (b) The Servicer's performance of its obligations under this
Agreement shall in no way relieve the Servicer of its obligations under the
Servicing Agreements.

             (c) The Backup Servicer's performance of its obligations under this
Agreement shall in no way relieve the Servicer of its obligations under the
Servicing Agreements or relieve the S&SA Backup Servicer of its obligations
under the Sale and Servicing Agreements or relieve the P&SA Standby Servicer of
its obligations under the Pooling and Servicing Agreements except as expressly
provided in the Supplement, dated as of March 31, 1999 to the Backup Servicing
Agreement, dated as of March 31, 1998, by and among Funding Trust, NAFI and
▇▇▇▇▇▇.

             (d) The Backup Servicer shall consult fully with the Servicer as
may be necessary from time to time to perform or carry out the Backup Servicer's
obligations hereunder and Servicer shall cooperate with the Backup Servicer in
such consultation. The Servicer shall execute, deliver and/or provide to the
Backup Servicer from time to time as requested by the Backup Servicer or
Controlling Party such documents, tapes or materials as shall be reasonably
necessary or desirable for the Backup Servicer to perform





                                       5
   6


its duties hereunder and to complete any servicing transaction or transfer
contemplated hereby.

         SECTION 2.02 Duties of the Backup Servicer. In addition to, and not in
limitation of, the duties otherwise required by this Agreement, the Backup
Servicer agrees to perform the duties specified in Exhibit A hereto.

         SECTION 2.03 Authority of the Backup Servicer. In performing its duties
hereunder, the Backup Servicer shall have full power and authority to do or
cause to be done any and all things in connection with such backup servicing and
administration which it may deem necessary or desirable in the best interest of
the Trustee, Insurer and the Servicer, to the extent that such interest does not
conflict with the interest of the Trustee or the Insurer. In the event that
Backup Servicer, in its sole discretion, determines that there is a conflict of
interest between the Trustee, the Insurer and the Servicer, the Backup Servicer
shall defer to the interests of the Trustee and the Insurer.

         SECTION 2.04 Pre-Transfer Standard of Care. In performing its duties
and obligations hereunder pursuant to this Agreement prior to a transfer of
servicing, the Backup Servicer will comply with all applicable state and federal
laws and will exercise that degree of skill and care consistent with the degree
of skill and care that the Backup Servicer exercises in its capacity as backup
servicer in similar transactions and, if more exacting, with prudent industry
standards for backup servicers performing only the functions set forth herein,
and will apply in performing such duties and obligations, those standards,
policies and procedures consistent with the standards, policies and procedures
the Backup Servicer applies in its capacity as backup servicer in similar
transactions and the standards, policies and procedures giving due consideration
and, if more exacting, to the prudent industry standards for backup servicers
performing only the functions set forth herein. In performing its duties and
obligations hereunder, the Backup Servicer shall maintain all state and federal
licenses, permits, qualifications and franchises necessary for it to perform its
servicing responsibilities hereunder, and shall not impair the rights of Trustee
or the Trust in the Receivables.

         SECTION 2.05 Reliance; Duty to Examine Liability.

             (a) In the absence of bad faith, gross negligence or willful
misconduct on its part, the Backup Servicer may conclusively rely on the written
advice of counsel (and shall be fully protected in such reliance) respecting any
matters arising under this Agreement or any other Transaction Documents and, as
to the truth of the statements in any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising under this
Agreement or the Servicing Agreements or any other Transaction Documents and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Backup Servicer and conforming to the requirements of this
Agreement (other than the Servicer's Certificate, the Backup Servicer's
obligations with respect to which are set forth in Section 2.01 hereof); but in
the case of any such certificates or opinions, which by any provision hereof are
specifically







                                       6
   7


required to be furnished to the Backup Servicer, the Backup Servicer shall be
under a duty to examine the same and to determine whether or not they conform to
the requirements hereof.

             (b) The Backup Servicer in its capacity as such shall not be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or under the Servicing
Agreements, or in the exercise of any of its rights or powers in its capacity as
the Backup Servicer, if the repayment of such funds or adequate written
indemnity against such risk or liability is not reasonably assured to it in
writing prior to the expenditure or risk of such funds or incurrence of
financial liability. Notwithstanding anything in this Agreement to the contrary,
the Backup Servicer in its capacity as such shall not be liable for any
obligation of the Servicer contained in this Agreement or the Servicing
Agreements and the Insurer shall look only to the Servicer to perform such
obligations. The Backup Servicer in its capacity as such shall perform such
duties and only such duties as are specifically set forth in this Agreement and
shall not be bound by the terms of the Servicing Agreements or any other
Transaction Documents.

             (c) The Backup Servicer in its capacity as such shall not be under
any obligations to appear in, prosecute or defend any legal action that is not
incidental to its duties hereunder and that in its reasonable opinion may
involve it in any expense or liability; provided, however, that the Backup
Servicer in its capacity as such may, but shall not be obligated to, take any
such action that is reasonable and that may be necessary or desirable in respect
of this Agreement and the rights and duties of the parties hereto. If any such
proposed action is commenced, the legal expenses and costs of such action and
any liabilities resulting therefrom shall be expenses, costs and liabilities of
the Servicer, and the Backup Servicer shall be entitled to be reimbursed
therefor by the Servicer.

             (d) Neither the Backup Servicer in its capacity as such nor any of
its officers, directors, employees or agents shall be liable for any action
taken or omitted under this Agreement or in connection therewith except to the
extent caused by the Backup Servicer's gross negligence, bad faith or willful
misconduct. Each party hereto (for itself and any person or entity claiming
through it) hereby releases, waives, discharges, exculpates and covenants not to
▇▇▇ the Backup Servicer in its capacity as such for any action taken or omitted
under this Agreement except to the extent caused by the Backup Servicer's gross
negligence, bad faith or willful misconduct.

             (e) The Backup Servicer in its capacity as such will not be
responsible for delays attributable to the Servicer's failure to deliver
information, defects in the information supplied by the Servicer or other
circumstances beyond the control of the Backup Servicer. The Backup Servicer in
its capacity as such shall have no responsibility, shall not be in default and
shall incur no liability (i) for any act or failure to act by any third party,
including the Servicer or the Controlling Party or for any inaccuracy or
omission in a notice or communication received by the Backup Servicer from any
third party or (ii) which is due to or results from the invalidity or
unenforceability of any Receivable or






                                       7
   8


noncompliance of the underlying contract with applicable law or the breach or
the inaccuracy of any representation or warranty made with respect to any
Receivable.

         SECTION 2.06 Backup Servicing Fee.

             (a) The Backup Servicer shall be paid a one-time acceptance fee of
$1,000 payable by Servicer on the date hereof.

             (b) The Servicer shall be responsible for a data mapping fee of
$1,000, payable to Back-up Servicer on the date hereof.

             (c) For initial General Setup, as set forth in Exhibit A, Back-up
Servicer shall be owed a one-time fee of $9,000, payable by Servicer on the date
hereof.

             (d) Legal fees of the Backup Servicer associated solely with the
drafting and negotiating of this contract will be charged and paid by Servicer
at the actual cost to the Backup Servicer, a maximum of which shall be
$15,000.00.

             (e) The Servicer shall be charged and shall pay to the Backup
Servicer a monthly fee at a rate of $6,500 per month for the first Trust, and
$1,000 per month for each remaining Trust that is, as of that month, extant
pursuant to each of the Servicing Agreements for the services provided by the
Backup Servicer under Section 2.01 above and Exhibit A. If, however, the Back-up
Servicer is asked to perform the duties specified in the Additional Monthly
Services section of Exhibit A on a quarterly (rather than monthly) basis, then
the fee for all services shall be charged to the Servicer at a rate of $2,400
per month for each Trust that is, as of that month, extant pursuant to each of
the Servicing Agreements. Any monthly fee assessed pursuant to this subsection
(e) includes a total of fifteen (15) hours of technical support, per Trust, of
Back-up Servicer's personnel time. For Back-up Servicer personnel time in excess
of such fifteen (15) hours, the Back-up Servicer will be entitled to charge the
Servicer its then prevailing hourly rate; provided, however, that the Back-up
Servicer will notify the Servicer when the Back-up Servicer has performed ten
(10) hours of such work. The Backup Servicing Fee shall be payable monthly by
the 21st day following the Due Period for which the charges relate. In the event
payment is not received within 30 days of the Distribution Date, an interest
charge of 1.5% per month on any outstanding balance will incur.

             (f) In the event of a Servicing Transfer Notification in Section
3.01 (as hereinafter defined), from and after the date the Backup Servicer
assumes the servicing duties pursuant to the terms of Section 3.01, the backup
servicing fee will no longer accrue or be owed by Servicer to LSE; provided,
however, that all fees owed to Backup Servicer have been paid current.





                                       8
   9

                                  ARTICLE III

                              TRANSFER OF SERVICING

         SECTION 3.01 Backup Servicer Assumption of Servicer Duties.

             (a) Upon the occurrence of a Servicer Termination Event and at the
written request of the Insurer and with the reasonable cooperation of the
Servicer, the Backup Servicer will convert the existing Receivables to the
Backup Servicer's systems and commence servicing of the Receivables. The Insurer
and the Backup Servicer shall mutually agree upon a date (the "Servicing
Transfer Date") on which the Servicer will cease all servicing activities and on
which the Backup Servicer shall assume all servicing duties and shall provide
the Trustee with written notification of such Servicing Transfer Date; provided
that, the Backup Servicer shall be required to agree to a date proposed by the
Controlling Party which is within 45 calendar days of the date of receipt of a
Servicing Transfer Notice (the "Maximum Transfer Date"). It is intended that no
later than the Servicing Transfer Date, the Controlling Party and LSE (along
with such other parties as are necessary to effectuate such agreement) shall
enter into a mutually satisfactory servicing agreement under which LSE will
service the existing Receivables; provided however, that if by the Maximum
Transfer Date such parties shall not have entered into such an agreement, then
from the Maximum Transfer Date until such date as such an agreement is entered
into, the Backup Servicer shall service the Loans substantially in accordance
with the terms and conditions with respect to LSE as successor servicer and to
those methods described in the Assumption Agreement, dated as of March 1, 1999,
by and among LSE, OHA Auto Receivables, Inc. ("OHA") and Norwest Bank, National
Association ("Norwest"), relating to the Pooling and Servicing Agreement dated
as of May 26, 1998 by and among OHA, OHA Financial, Inc. and Norwest.

             (b) The Servicer agrees to cooperate fully and promptly in
providing the Backup Servicer with such information as is necessary for the
Backup Servicer to assume the servicing duties pursuant to this Section 3.01 and
will provide reasonable access to the Servicer's premises as requested by the
Backup Servicer or the Controlling Party in connection with such conversion. LSE
will promptly notify the Controlling Party and the Trustee of any failure of the
Servicer to cooperate and LSE shall not be liable to any party for a failure to
complete its timely assumption of servicing duties if such failure is the result
of such failure of the Servicer to cooperate.

         SECTION 3.02 Indemnity to Backup Servicer. The Backup Servicer will be
indemnified from and against all claims, damages, losses or expenses reasonably
incurred by the Backup Servicer (including reasonable attorneys' fees and
expenses), arising out of claims asserted against the Backup Servicer by third
parties arising out of or based upon any matter related to or arising out of
this Agreement to the extent the act or omission giving rise to the claim occurs
before the Servicing Transfer Date, except for any claims, damages, losses or
expenses arising from the Backup Servicer's own gross negligence, bad faith or
willful misconduct. All amounts due to the Backup Servicer as indemnification




                                       9
   10


pursuant to this Section 3.02 shall be payable (i) first, by the Servicer; and
(ii) second, from the Spread Account Amounts.

         SECTION 3.03 Indemnity by Backup Servicer. The Backup Servicer will
indemnify the Servicer, the Trustee and the Insurer from and against all claims,
damages, losses or expenses reasonably incurred by the Servicer, the Trustee or
the Insurer (including reasonable attorneys' fees), arising out of claims
asserted against the Servicer, the Trustee or the Insurer by third parties
arising out of or based upon the Backup Servicer's negligence or wrongful acts
only to the extent the act or omission giving rise to the claim occurs before
the Servicing Transfer Date, except for any claims, damages, losses or expenses
arising from the Servicer's or the Trustee's own negligence or the Insurer's own
gross negligence, bad faith or willful misconduct.

         SECTION 3.04 Conversion and Post-Conversion Fees. The Backup Servicer
shall be paid on the Servicing Transfer Date a portfolio conversion fee of an
amount per then outstanding active loan to be mutually agreed upon by the
Insurer and the Backup Servicer at the time of such conversion. After the
Servicing Transfer Date and pursuant to any mutually satisfactory servicing
agreement executed pursuant to Section 3.01, LSE shall be paid a monthly ongoing
servicing fee as more fully set forth in such respective servicing agreement.

         SECTION 3.05 Limitation of Liability. In conjunction with the
conversion, LSE is authorized to accept and rely (except to the extent that
management personnel of the Backup Servicer have actual knowledge of the
inaccuracy thereof) on all the accounting, records and work of the Servicer, and
LSE shall have no duty, responsibility, obligation, or liability (collectively,
"Liability") for the acts or omissions of Servicer.

         SECTION 3.06 Continued Errors. Except as provided in this Agreement,
LSE may accept and reasonably rely on all accounting, records and work of the
Servicer without audit, and LSE shall have no Liability for the acts or
omissions of the Servicer. If any error, inaccuracy or omission (collectively,
"Errors") exists in any information received from the Servicer, and such Errors
should cause or materially contribute to LSE making or continuing any Errors
(collectively, "Continued Errors"), LSE shall have no Liability for such
Continued Errors; provided, however, that this provision shall not protect LSE
against any Liability which would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in discovering or correcting any Error
or in the performance of its or their duties hereunder or under this Agreement.
In the event LSE becomes aware of Errors or Continued Errors, LSE shall, with
the prior consent of the Insurer, use its best efforts to reconstruct and
reconcile such data as is commercially reasonable to correct such Errors and
Continued Errors and prevent future Continued Errors. LSE shall be entitled to
recover its costs thereby expended from the Servicer.

         SECTION 3.07 Cooperation of the Trustee, the Insurer and the Servicer.
In the event of a servicing transfer pursuant to a Servicing Transfer
Notification, the Servicer agrees to assist LSE in a reasonable manner with the
transfer of servicing, and the Insurer





                                       10
   11


agrees to use its reasonable best efforts to obtain the Servicer's assistance
and cooperation to the extent possible and consistent with the Insurer's other
agreements with the Servicer. Except as may be otherwise provided, it is
expressly agreed and understood that LSE is not responsible for any vendor
payments owed by the Servicer which LSE reasonably believes beneficial to the
completion of the systems conversion and portfolio transfer, except that LSE
shall inform the Insurer of any such vendor payments. In the event LSE incurs
any expenses for vendor payments in connection with the systems conversion and
portfolio transfer, such expenses shall constitute servicing transition
expenses.

                                   ARTICLE IV

                                   TERMINATION

         SECTION 4.01 Merger or Consolidation or Similar Action by Backup
Servicer. Any person (i) into which the Backup Servicer may be merged or
consolidated, (ii) resulting from any merger or consolidation to which the
Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer
or lease substantially all of the assets of the Backup Servicer, or (iv)
succeeding to the business of the Backup Servicer, in any of the foregoing cases
shall execute and deliver to each of the Servicer and the Insurer an agreement
of assumption to perform every obligation of the Backup Servicer under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding. The Backup Servicer or its successor hereunder shall
provide the Servicer, the Trustee and the Insurer with prompt notice of any such
transaction. Nothing contained in this section shall be deemed to release the
Backup Servicer from any obligation under this Agreement.

         SECTION 4.02 Backup Servicer Not to Resign.

             (a) The Backup Servicer shall not resign from the obligations and
duties imposed on it by this Agreement except (i) upon a determination that by
reason of a change in legal requirements the performance of its duties under
this Agreement would cause it to be in violation of such legal requirements in a
manner which would have a material adverse effect on the Backup Servicer and the
Insurer does not elect to waive the obligations of the Backup Servicer to
perform the duties which render it legally unable to act or to delegate those
duties to another Person or (ii) with the prior written consent of the
Controlling Party in its sole discretion.

             (b) Any such determination permitting the resignation of the Backup
Servicer pursuant to clause (i) of subparagraph (a) shall be evidenced by an
Opinion of Counsel to such effect delivered and acceptable to the Trustee or
Trust Collateral Agent, as applicable, and the Insurer. No resignation of the
Backup Servicer under this Agreement shall become effective until an entity
acceptable to the Insurer shall have assumed the responsibilities and
obligations of the Backup Servicer hereunder; provided, however, that in the
event a successor backup servicer is not appointed within 60 days





                                       11
   12


after the Backup Servicer has given notice of its resignation and has provided
an Opinion of Counsel, if so required hereunder, the Backup Servicer may
petition a court for the appointment of a successor.

         SECTION 4.03 Termination.

             (a) The Insurer may elect to remove the Backup Servicer upon the
occurrence of any of the following conditions:

             (i) The termination of the Servicing Agreements;

             (ii) The Insurer terminates the Backup Servicer as Backup Servicer
         hereunder, which termination may be effected either immediately with
         cause or upon 60 days notice to the Backup Servicer and the Trustee
         without cause;

             (iii) The entry with respect to the Backup Servicer of a decree or
         order for relief by a court or agency or supervisory authority having
         jurisdiction under any present or future federal or state bankruptcy,
         insolvency or similar law;

             (iv) A conservator, receiver or liquidator is appointed with
         respect to the Backup Servicer in any insolvency, readjustment of debt,
         marshaling of assets and liabilities or similar proceedings; or

             (v) The Backup Servicer shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute, make
         an assignment for the benefit of its creditors or voluntarily suspend
         payment of its obligations.

             (b) The Backup Servicer will be allowed to terminate its
obligations under this Agreement if it does not receive any payment required to
be made under the terms of this Agreement, which failure continues unremedied
for a period of 30 Business Days after written notice of such failure shall have
been given to the Trustee, the Insurer and the Servicer and which notice shall
state the intent of the Backup Servicer to terminate its obligations hereunder
in the event of non-payment after 30 Business Days.

         SECTION 4.04 Effect of Removal. Upon removal of LSE as Backup Servicer
hereunder, prior to the transfer of servicing to the Backup Servicer, it is
expressly agreed that the parties are under no obligation to enter into an
agreement whereby LSE will become successor Servicer under the Servicing
Agreements.

                                   ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF BACKUP SERVICER

         SECTION 5.01 Insurance Coverage. The Backup Servicer shall at all times
maintain an errors and omissions insurance policy providing coverage in an
amount of not






                                       12
   13


less than $1,000,000 and a fidelity bond in an amount of not less than $100,000,
in such form as is customary for loan servicers acting in respect of consumer
loans on behalf of institutional investors therein.

         SECTION 5.02 Representations and Warranties of the Backup Servicer. The
Backup Servicer hereby represents, warrants and covenants to the Insurer, the
Trustee and the Servicer that as of the date of this Agreement or as of such
date specifically provided herein;

             (a) The Backup Servicer is a limited partnership duly organized and
validly existing under the laws of the State of Texas;

             (b) All necessary partnership, regulatory or other similar action
has been taken to authorize and empower the Backup Servicer and the officers or
representatives acting on the Backup Servicer's behalf, and the Backup Servicer
has full power and authority, and the legal right, to execute, deliver and
perform this Agreement.

             (c) This Agreement has been duly authorized, executed and delivered
by the Backup Servicer and the performance and compliance with the terms of this
Agreement will not conflict with, result in any breach of the terms and
provisions of, or constitute (with or without notice, lapse of time or both) a
default under the Backup Servicer's partnership agreement any material contract,
indenture, lease, credit agreement or any other agreement or instrument to which
the Backup Servicer is a party or which may be applicable to the Backup Servicer
or any of its assets and will not result in the creation or imposition of any
lien upon any of its properties pursuant to the terms of any such indenture,
agreement, or other instrument (other than the Agreement);

             (d) This Agreement shall constitute a legal, valid, and binding
obligation of the Backup Servicer enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of creditors'
rights in general and by general principles of equity, regardless of whether
such enforceability shall be considered in a proceeding in equity or at law;

             (e) The Backup Servicer is duly licensed and qualified to transact
business and is in good standing under the laws of each state in which such
qualification is required to perform the functions specified herein and this
Agreement constitutes a valid, legal and binding obligation of the Backup
Servicer, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of equity;

             (f) The Backup Servicer is not in violation of, and the execution,
delivery and performance of this Agreement by the Backup Servicer will not
constitute a violation with respect to any order or decree of any court or any
order, regulation or demand of any federal, state, municipal or governmental
agency, which violation might have consequences that would materially and
adversely affect the condition (financial or other)






                                       13
   14


of operations of the Backup Servicer or its properties or might have
consequences that would affect the performance of its duties hereunder;

             (g) No proceeding of any kind, including but not limited to
litigation, arbitration, judicial or administrative, is pending or threatened
against or contemplated by the Backup Servicer (A) asserting the invalidity of
this Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, (C) seeking any determination or
ruling that would under any circumstances have an adverse effect on the
execution, delivery, performance or enforceability of this Agreement;

             (h) No information, certificate of an officer, statement furnished
in writing or report delivered to Servicer, Trustee or the Insurer, or if
applicable any escrow agent, by the Servicer will, to the knowledge of the
Backup Servicer, contain any untrue statement of a material fact or omit a
material fact necessary to make the information, certificate, statement or
report not misleading, and

             (i) All approvals, authorizations, consents, orders or other
actions of any Person, corporation or other organization, or of any court,
governmental agency or body or official, required in connection with the
execution and delivery of this Agreement by the Backup Servicer have been or
will be taken or obtained on or prior to the date hereof.

         SECTION 5.03 Representations and Warranties of the Servicer. The
Servicer hereby represents, warrants and covenants to the Backup Servicer and
the Insurer that as of the date of this Agreement or as of such date
specifically provided herein:

             (a) The Servicer is a corporation duly organized and in good
standing under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties are owned and
such business is presently conducted.

             (b) The Servicer has the power and authority to execute and deliver
this Agreement and to carry out its terms; and the execution, delivery, and
performance of this Agreement have been duly authorized by the Servicer by all
necessary corporate action.

             (c) This Agreement shall constitute a legal, valid, and binding
obligation of the Servicer enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of creditors' rights in general and
by general principles of equity, regardless of whether such enforceability shall
be considered in a proceeding in equity or at law.

             (d) The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms thereof shall not conflict with,
result in any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time) a default under, the articles of
incorporation or by-laws of the Servicer, or to the best knowledge of the
Servicer, after reasonable investigation, any indenture, agreement, or



                                       14
   15


other instrument to which the Servicer is a party or by which it shall be bound;
nor result in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any such indenture, agreement, or other instrument
(other than the Agreement); nor violate any law or, to the best knowledge of the
Servicer, any order, rule, or regulation applicable to the Servicer of any court
or of any federal or state regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over the Servicer or its
properties.

             (e) Except with respect to the pending shareholder class action
complaints against the Servicer or any amendments thereto, there are no
proceedings or investigations pending or, to the best knowledge of the Servicer,
threatened before any court, regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over the Servicer or its
properties (a) asserting the invalidity of this Agreement, (b) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement, or (c) seeking any determination or ruling that might materially and
adversely affect the performance by the Servicer of its obligations under, or
the validity or enforceability of, this Agreement.

         SECTION 5.04 Survival of Representations and Warranties. The
representations and warranties set forth in this Article V are continuous and
shall survive the date of this Agreement. Upon discovery by the Insurer, the
Trustee, the Servicer or the Backup Servicer of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other parties.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.01 Waivers. The provisions of this Agreement may only be
waived by written consent of the party making the waiver. The failure of any
party at any time to require performance by another party of any provision of
this Agreement shall in no way affect that party's right to enforce such
provision, nor shall the waiver by any party of any breach of any provision of
this Agreement be taken or held to be a waiver of any further breach of the same
provision or any other provision.

         SECTION 6.02 Effect of Agreement. Except as expressly set forth herein,
this Agreement 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 Servicing Agreements under the Servicing Agreements, nor alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Servicing Agreements, all of which are hereby
ratified and affirmed in all respects by the parties hereto and shall continue
in full force and effect.




                                       15
   16

         SECTION 6.03 Effectiveness of Agreement. This Agreement shall become
effective as of the date first above written when counterparts hereof executed
and delivered on behalf of each party hereto shall have been received by the
Insurer.

         SECTION 6.04 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be delivered personally
or mailed by first-class registered or certified mail, postage prepaid, or by
telephonic facsimile transmission and overnight delivery service, postage
prepaid, in any case addressed as follows:

To the Backup Servicer:                  Loan Servicing Enterprise
                                         ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
                                         ▇▇▇▇▇▇, ▇▇▇▇▇  ▇▇▇▇▇-▇▇▇▇
                                         Attn:  ▇▇▇▇ ▇▇▇▇▇▇▇
                                         TEL: (▇▇▇) ▇▇▇-▇▇▇▇
                                         FAX: (▇▇▇) ▇▇▇-▇▇▇▇

To Insurer:                              Financial Security Assurance Inc.
                                         ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
                                         ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇  ▇▇▇▇▇
                                         Attn: ▇▇▇▇▇ ▇▇▇
                                         TEL:  (▇▇▇) ▇▇▇-▇▇▇▇
                                         FAX:  (▇▇▇) ▇▇▇-▇▇▇▇

To Servicer:                             National Auto Finance Company, Inc.
                                         ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
                                         ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇  ▇▇▇▇▇
                                         Attn:  ▇▇▇▇▇ ▇. ▇▇▇▇▇
                                         TEL: (▇▇▇) ▇▇▇-▇▇▇▇
                                         FAX: (▇▇▇) ▇▇▇-▇▇▇▇

To Trustee:                              ▇▇▇▇▇▇ Trust and Savings Bank
                                         ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
                                         ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇  ▇▇▇▇▇
                                         Attn:  Indenture Trust Administration
                                         TEL: (▇▇▇) ▇▇▇-▇▇▇▇
                                         FAX: (▇▇▇) ▇▇▇-▇▇▇▇

Such notice, request, consent or other communication shall be deemed given when
so delivered, or if mailed five days after deposit as aforesaid with the U. S.
Postal Service.

         SECTION 6.05 Rights Cumulative. All rights and remedies under this
Agreement are cumulative, and none is intended to be exclusive of another. No
delay or omission in insisting upon the strict observance or performance of any
provision of this Agreement, or in exercising any right or remedy, shall be
construed as a waiver or






                                       16
   17


relinquishment of such provision, nor shall it impair such right or remedy.
Every right and remedy may be exercised from time to time and as often as deemed
expedient.

         SECTION 6.06 Captions. The article, paragraph and other headings
contained in this Agreement are for reference purposes only, and shall not limit
or otherwise affect the meaning hereof.

         SECTION 6.07 Legal Holidays. In the case where the date on which any
action required to be taken, document required to be delivered or payment
required to be made is not a Business Day in New York, New York, Dallas, Texas,
Chicago, Illinois or Jacksonville, Florida such action, delivery or payment need
not be made on that date, but may be made on the next succeeding Business Day.

         SECTION 6.08 Relationship of the Parties. The relationship of the
parties to this Agreement is that of independent contractors. Neither this
Agreement nor any of the activities contemplated hereby shall be deemed to
create any partnership, joint venture, agency or employer/employee relationship
between the Backup Servicer, Insurer or Servicer.

         SECTION 6.09 Incorporation of Exhibits. This Agreement shall from time
to time incorporate exhibits which shall be part of this Agreement. All exhibits
attached to this Agreement, at any time and from time to time, and signed by the
parties are hereby incorporated in this Agreement by reference for all purposes.

         SECTION 6.10 Integration. This Agreement, with its exhibits,
constitutes the sole agreement between the parties concerning the subject matter
hereof. All previous agreements between these parties concerning the subject
matter hereof, whether oral or written, have been integrated into this
Agreement.

         SECTION 6.11 Counterparts; Signatures. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument. Signatures to this Agreement obtained via facsimile shall
be valid.

         SECTION 6.12 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

         SECTION 6.13 Amendments. This Agreement may be amended from time to
time by the parties hereto with the prior written consent of the Insurer and
written notice to the Trustee. Any such amendment shall become effective when
counterparts thereof executed and delivered on behalf of each party thereto
shall have been received by the Insurer and the Insurer shall have executed a
written consent to such amendment.




                                       17
   18

         SECTION 6.14 Assignment. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns. Notwithstanding anything to the contrary contained herein,
this Agreement may not be assigned by NAFI, including in its capacity as
Servicer, or LSE, including in its capacity as Backup Servicer, without the
prior written consent of the Insurer and written notice to the Trustee, except
as contemplated by Section 4.01 hereof.

         SECTION 6.15 Limitations on Rights of Others; Third Party
Beneficiaries. The provisions of this Agreement are solely for the benefit of
the parties hereto. Any right of the Insurer to direct, appoint, consent to,
approve of, or take any action under this Agreement, shall be a right exercised
by the Insurer in its sole and absolute discretion. The Insurer may disclaim any
of its rights and powers under this Agreement, including, without limitation,
its rights under Section 6.17, upon delivery of a written notice to the Trustee
or Trust Collateral Agent, as applicable. Nothing in this Agreement, whether
express or implied, shall be construed to give any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or Trust Estate, as
applicable, or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein; provided, however, that the Insurer
is a third-party beneficiary of this Agreement and is entitled to the rights and
benefits granted to it hereunder.

         SECTION 6.16 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provision hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render enforceable
such provision in any other jurisdiction.

         SECTION 6.17 Insurer as Controlling Party. The parties hereby
acknowledge that the Insurer shall have certain rights and powers hereunder as
partial consideration for the issuance of the Policies. The parties hereto
hereby further acknowledge that the Insurer is the Controlling Party under each
of the Servicing Agreements as of the date hereof. The Insurer may give or
withhold any consent required hereunder in its sole and absolute discretion.

         SECTION 6.18 Submission to Jurisdiction. EACH PARTY HERETO HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR
FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW
YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT, AND HEREBY (A) IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURT AND (B) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING. NOTHING IN THIS SECTION 6.18 SHALL
AFFECT THE RIGHT






                                       18
   19


OF ANY PARTY HERETO TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OR ALL OF THE
OTHER PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY
OTHER JURISDICTION.

         SECTION 6.19 Waiver of Jury Trial. EACH PARTY HERETO WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN),
ACTIONS OF ANY OF THE PARTIES HERETO OR ANY OTHER RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

         SECTION 6.20 Backup Servicer Fees and Expenses. In the event that the
Backup Servicer is entitled to payment of any fee or expense hereunder from the
Servicer or under the applicable Servicing Agreement or Transaction Document,
the Insurer agrees, upon written notice, to pay any such amount which has not
been paid within 30 Business Days of accrual of such fee or expense; provided,
that if prior consent of the Insurer is required before the Backup Servicer
incurs such expenses, such consent has been obtained.


                                       19
   20



         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.

                                         CSC LOGIC/MSA LLP d/b/a LOAN SERVICING
                                         ENTERPRISE, as Backup Servicer

                                         By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                            ------------------------------------
                                         Name:   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                              ----------------------------------
                                         Title:  Executive Director
                                               ---------------------------------

                                         NATIONAL AUTO FINANCE
                                         COMPANY, INC., as Servicer

                                         By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
                                            ------------------------------------
                                         Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
                                              ----------------------------------
                                         Title: Vice President, Secretary &
                                               ---------------------------------
                                                 General Counsel
                                               ---------------------------------

                                         FINANCIAL SECURITY ASSURANCE INC., as
                                         to its obligations under Section 6.20
                                         only

                                         By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
                                            ------------------------------------
                                         Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
                                               ---------------------------------
                                         Title:  MD
                                               ---------------------------------


                                       20
   21


ACKNOWLEDGED AND ACCEPTED:

FINANCIAL SECURITY ASSURANCE INC., as Insurer

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
    ------------------------------------------
Name:   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
      ----------------------------------------
Title:  MD
       ---------------------------------------



                                       21
   22
                                    EXHIBIT A
                            BACK-UP SERVICING DUTIES


         I.   ONE TIME, UP FRONT DUTIES:

              A.  GENERAL SETUP

                  Obtain Contact List of Personnel
                  Set up Bank Control Record
                  Input Class Codes
                  Set up Record Control Record
                  Establish Customer Service P.O. Box
                  Establish Customer Service 800 #
                  Establish Custodial Bank Accounts
                  Set up Lockbox P.O. Box
                  Set up/Format Welcome Letter
                  Set up/Format Billing Statements
                  Set up Client ID
                  Obtain Prior Servicing and Credit Agreements
                  Obtain Month End Servicer Reports
                  Obtain Trial Balance and List of Receivables
                  Obtain Copies of VSI/Default Insurance Policies

              B.  DATA COLLECTION

                  o  OBTAIN DATA FILES (necessary data listed below)

                     Loan File
                     Name & Address File and Telephone Number
                     Collection Notes
                     Transaction History

                     OBTAIN REPORTS (in order to balance to Data Files)

                     Trial Balance (derived from BNI System)
                     Suspense Account Insurance Tracking Status (when available)
                     Past Due Summary with Detail
                     Aged Delinquency Summary
                     Servicer Report
                     Repossession Report
                     Inventory Report

              C.  DATA MAPPING: RECEIVE TEST FILES AND REPORTS ("0 balance"
                  loans will not be loaded, and Collection Notes and Transaction
                  History will be stored in an electronic file but will not be
                  mapped to the system)








                                       22
   23

                  PRELIMINARY MAPPING

                  Loan File
                  Name & Address File

                  INSTALLMENT LOAN (IL) DATA ANALYSIS (testing validity of data)

                  Loan File
                  Name & Address File

                  DEVELOPMENT OF CONVERSION PROGRAM
                  INSTALLMENT LOAN SYSTEM

                           Loan File
                           Name & Address File

                  SYSTEM TESTING (LSE will take output from Conversion Program
                  and load to Test System)

                  IL SYSTEM

                           Loan File
                           Name & Address File

                  PERFORM LOAN VALIDATION SYSTEM BALANCING TO REPORTS,
                  PERFORM TESTING REASONABLENESS

                           Loan File
                           Name & Address File

         II.  MONTHLY SERVICES:

                  o  RECEIVE AND STORE MONTHLY FILES AND REPORTS FROM SERVICER
                     FILES (stored on LSE system and reviewed to ensure
                     completeness on face)

                     Loan File
                     Name & Address File

                  o  RECEIVE AND STORE MONTHLY SERVICER REPORT FROM SERVICER

                     Upon receipt of the Monthly Data File and Monthly Servicer
                     Report, LSE shall compare the two and will: (i) verify the
                     aggregate Outstanding Balance of Receivables at the
                     beginning of the related Collection Period; (ii) verify the
                     number and principal balance of delinquent Receivables at
                     the close of the related Collection Period; and (iii)
                     verify the aggregate Outstanding Balance of Receivables at
                     the close of the related Collection period.

                  o  RECEIVE, STORE AND REVIEW MONTHLY REPOSSESSION REPORT AND
                     INVENTORY REPORT







                                       23
   24


                     Monthly Repossession Reports and Inventory Report in order
                     to monitor location and quantity of vehicles in
                     repossession and liquidation.

         III. ADDITIONAL MONTHLY SERVICES:

                  o  RECEIPT, STORAGE AND VERIFICATION OF THE FOLLOWING REPORTS:

                     Trial Balance
                     Suspense Account
                     Insurance Tracking Status
                     Aged Delinquency Summary
                     Month-End Investor Report Validation
                     Repossession Report
                     Inventory Report

                  o  FULL CONVERSION OF LATEST DATA FILE RECEIVED

                     On a monthly basis, Back-up Servicer will load the latest
                     Files received from Servicer onto the LSE system and will
                     run a conversion program, test system and verify reports.

                  o  VERIFICATION OF REPORTS

                     Back-up Servicer will produce its own reports from the
                     conversion and will compare the information on the reports
                     received from Servicer.

         The above duties may be performed on a more or less frequent basis,
provided that Backup Servicer has received prior written notification from FSA
requesting such change and that any associated fees (to be charged to Servicer)
have been mutually agreed upon.



                                       24