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PURCHASE AND CONTRIBUTION AGREEMENT
between
NATIONAL AUTO FINANCE COMPANY, INC.
and
NATIONAL FINANCIAL AUTO FUNDING TRUST
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Dated as of December 15, 1997
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PURCHASE AND CONTRIBUTION AGREEMENT
PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December 15, 1997, by and
between National Auto Finance Company, Inc., a Delaware corporation ("NAFI"),
and National Financial Auto Funding Trust, a Delaware business trust ("National
Financial").
W I T N E S S E T H :
In consideration of the mutual covenants herein contained, NAFI and
National Financial agree as follows:
ARTICLE I
Definitions
SECTION 1.1. Incorporation of Definitions. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Sale and Servicing
Agreement (as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, the "Sale and Servicing Agreement"), dated as
of December 15, 1997, by and among National Financial, as Seller, NAFI, as
Servicer, Wilmington Trust Company, in its capacity as owner trustee of the
National Auto Finance 1998-1 Trust (the "Trust"), and Xxxxxx Trust and Savings
Bank, not in its individual capacity, but solely as Trust Collateral Agent and
Backup Servicer (the "Trust Collateral Agent").
SECTION 1.2. Other Definitions. When used in this Agreement, the following
words and phrases shall have the following meanings:
"Bankruptcy Event" means the occurrence of either of the following with
respect to either NAFI or National Financial:
(a) a case or other proceeding shall be commenced, without the application
or consent of NAFI or National Financial, as applicable, in any court, seeking
the liquidation, reorganization, debt arrangement, dissolution, winding up, or
composition or readjustment of debts of NAFI or National Financial, as
applicable, the appointment of a trustee, receiver, custodian, liquidator,
assignee, sequestrator or the like for NAFI or National Financial, as
applicable, or for any substantial part of its assets, or any similar action
with respect to NAFI or National Financial, as applicable, under any law
(foreign or domestic) relating to bankruptcy, insolvency, receivership,
reorganization, winding up or composition or adjustment of debts, and such case
or proceeding shall continue undismissed, or unstayed and in effect, for a
period of 60 (sixty) days or an order for relief in respect of NAFI or National
Financial, as applicable, shall be entered in an involuntary case under the
federal bankruptcy laws or other similar laws (foreign or domestic) now or
hereafter in effect; or
(b) NAFI or National Financial, as applicable, shall commence a voluntary
case or other proceeding under any applicable bankruptcy, insolvency,
receivership, reorganization, debt arrangement, dissolution or other similar law
now or hereafter in effect, or
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shall consent to the appointment of or taking possession by a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for NAFI or National
Financial, as applicable, or for any substantial part of its assets, or shall
make any general assignment for the benefit of creditors, or shall fail to, or
admit in writing its inability to, pay its debts generally as they become due.
"Collection Date" means, with respect to a Receivable, the date in each Due
Period on which a scheduled payment on such Receivable is due.
"Conveyance" has the meaning given in Section 2.3(c).
"Cut-off Date" means, with respect to an Initial Receivable, the Initial
Cut-off Date, and with respect to any Subsequent Receivable, the applicable
Subsequent Cut-off Date.
"Individual Sold Balance" means, with respect to any Receivable, the
original principal balance of such Receivable reduced by the portion of each
payment received thereon before the applicable Cut-off Date that would represent
principal if such payments were allocated to the principal of and interest on
such Receivable based on the amortization method provided in the Contract.
"Insurance Proceeds" means proceeds paid by any insurer pursuant to any
insurance policy covering a Financed Vehicle or the related Obligor.
"Liquidation Proceeds" means, with respect to a Liquidated Receivable, all
amounts (including without limitation, Insurance Proceeds) realized with respect
to such Receivable net of amounts that are required to be refunded to the
Obligor on such Receivable; provided however, that the Liquidation Proceeds with
respect to any Receivable shall in no event be less than zero.
"Master Trust" means the National Financial Auto Receivables Master Trust.
"Purchase Price" has the meaning given in Section 2.1(c).
"Receivable" means each motor vehicle retail installment sale contract and
security agreement (including any and all rights to receive payments thereunder
on and after the applicable Cut-off Date and security interests in the Financed
Vehicle securing such contract or note) assigned and transferred to National
Financial hereunder as of the Closing Date or a Subsequent Transfer Date and not
reassigned, retransferred or otherwise released in accordance herewith, each
such Receivable being identified in the Receivables Schedule attached hereto as
Schedule 1 or a Receivables Schedule attached to a Subsequent Transfer
Agreement, as applicable.
"Receivable Assets" means the assets sold, transferred, conveyed and
assigned by NAFI to National Financial pursuant to this Agreement, which consist
of (i) all Receivables identified in the Receivables Schedules attached to the
Conveyances delivered hereunder on each Subsequent Transfer Date and all monies
received thereon on or after the related Cut-off Date (including amounts due on
or before the Cut-off Date but received by NAFI on or after such Cut-off Date);
(ii) any proceeds and the right to receive proceeds with respect to the
Receivables
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from claims on any physical damage, credit life or disability insurance policies
covering Financed Vehicles or Obligors, including rebates of insurance premiums
relating to the Receivables and any proceeds from the liquidation of the
Receivables; (iii) all rights against Dealers pursuant to Dealer Agreements or
against Originators pursuant to Originator Agreements; (iv) the related
Receivable Files and any and all other documents that NAFI keeps on file in
accordance with its customary procedures relating to the Receivables, the
Obligors or the Financed Vehicles; (v) property (including the right to receive
future Liquidation Proceeds) that secures a Receivable and that has been
acquired by or on behalf of the Trust pursuant to liquidation of such
Receivable; (vi) all funds on deposit from time to time in the Trust Accounts
(less all investments and proceeds thereof) and all rights of the Issuer
therein; and (vii) the proceeds of any and all of the foregoing.
"Receivable Documents" means, with respect to a Receivable, all Receivable
papers and documents (including those contained in the Receivable File) and all
other papers and records (including computerized data) of whatever size or
description, whether developed or originated by NAFI, a Dealer, Originator or
another Person, required to document the Receivable or to service the
Receivable.
"Receivable Files" means, with respect to a Receivable, the fully executed
original of such Receivable; the assignment of such Receivable by a Dealer or
Originator to NAFI, the original Title Document or UCC financing statement
evidencing that the security interest in a Financed Vehicle granted to NAFI
under such Receivable has been perfected under applicable public state law
(except for any Title Documents or UCC financing statements not returned from
the applicable records office, in which case NAFI will deliver to National
Financial, on the Closing Date or the Subsequent Transfer Date, as the case may
be, an Officer's Certificate of NAFI indicating that the original of such Title
Document has been applied for at, or the original of such UCC financing
statement was delivered to, such public office and shows NAFI as the lienholder
or secured party and that NAFI will deliver the originals thereof when returned
from such office); the original of any assumption agreement or any modification,
extension or refinancing agreement; and the original application of the related
Obligor to obtain the financing extended by such Receivable.
"Receivables Schedule" means the Schedule of Receivables attached hereto as
Schedule 1 or attached as Schedule 1 to any Conveyance delivered hereunder, such
Schedule identifying each Receivable by name of the Obligor and setting forth as
to each Receivable its Individual Sold Balance as of the Cut-off-Date, loan
number, Receivable Rate, scheduled monthly payment of principal and interest,
final maturity date and original principal amount.
"Unearned Financing Charge" means, with respect to any Receivable, the
amount of the add-on finance charge that, under the term of the Receivable,
would be required to be refunded or credited to the related Obligor in
accordance with such Receivable if such Receivable were then prepaid in full.
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ARTICLE II
PURCHASE SALE AND CONTRIBUTION
SECTION 2.1. Purchase and Contribution. (a) Subject to and on the terms and
conditions set forth herein, NAFI hereby transfers, conveys and assigns, without
recourse except as expressly set forth herein, as a contribution of capital to
National Financial, all of its right, title and interest in and to (i) the
Receivables identified on the Receivables Schedule attached hereto as Schedule 1
and all monies received thereon on or after the Initial Cut-off Date (including
amounts due on or before the Initial Cut-off Date but received by NAFI on or
after the Initial Cut-off Date) and (ii) the other Receivable Assets related
thereto.
(b) Pursuant to and in connection with the transfer of certain retail
installment sale contracts or promissory notes or other financing documents for
a new or used motor vehicles and certain other property related thereto by
Bankers Trust Company ("Bankers Trust"), as trustee of the National Financial
Auto Receivables Master Trust (the "Master Trust"), to National Financial Auto
Funding Trust II, a Delaware business trust ("Funding Trust II"), under the
Assignment Agreement dated as of December 15, 1997 (the "Assignment Agreement"),
between Bankers Trust and Funding Trust II, and by Funding Trust II to National
Financial under the Sale Agreement dated as of December 15, 1997 (the "Sale
Agreement") between Funding Trust II and National Financial, NAFI hereby
transfers, conveys and assigns, without recourse except as expressly set forth
herein, all of NAFI's rights against Dealers under the Dealer Agreements and
Originators under the Originator Agreements with respect to such retail
installment sales contracts, promissory notes or other financing documents, to
the extent such rights have not been previously conveyed by NAFI to Funding
Trust II and by Funding Trust II to the Master Trust.
(c) Subject to and on the terms and conditions set forth herein, NAFI
hereby agrees to sell, transfer, convey and assign, without recourse except as
expressly provided herein, all of its right, title and interest in and to the
Receivable Assets to National Financial on each Subsequent Transfer Date.
National Financial agrees to pay to NAFI on each Subsequent Transfer 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 Principal Balance of the
Receivables included in such Receivable Assets as of the related Cut-off Date.
(d) NAFI may from time to time during the term of this Agreement and in its
sole discretion, elect to contribute capital to National Financial in the form
of Receivables and Receivable Assets conveyed hereunder, in an amount equal to
the excess of (i) the Principal Balance of Receivables included in Receivable
Assets conveyed on any Subsequent Transfer Date over (ii) the amount of the cash
Purchase Price paid by National Financial to NAFI on such Subsequent Transfer
Date.
SECTION 2.2. Filings. On or prior to the Closing Date, NAFI shall have
filed in the office of the Secretary of State of Florida a UCC financing
statement, appropriate under the applicable UCC, to reflect the transfer of the
Receivables identified on the Receivables Schedule attached hereto as Schedule 1
and the other Related Assets related thereto by NAFI to National Financial on
the Closing Date and the Receivable Assets to be transferred from NAFI to
National Financial on any Subsequent Transfer Date and to protect National
Financial's interest
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in the Receivable Assets against all other Persons. NAFI shall thereafter file
any appropriate continuation statements in respect thereof.
SECTION 2.3. Sales. (a) During the Pre-Funding Period, National Financial
shall, to the extent permitted by the Sale and Servicing Agreement, use funds on
deposit in the Pre-Funding Account established under the Sale and Servicing
Agreement to purchase Subsequent Receivables and other Receivable Assets from
NAFI. On or prior to each Subsequent Transfer Date, NAFI shall notify National
Financial in writing of the outstanding principal amount of eligible Receivables
included in Receivable Assets available to be sold and conveyed by NAFI to
National Financial on such Subsequent Transfer Date pursuant to this Agreement,
and subject to the terms and conditions of this Agreement, NAFI shall, on the
applicable Subsequent Transfer Date, sell and convey to National Financial
eligible Receivables and other Receivable Assets having an aggregate outstanding
principal amount equal to the amount specified in such written notice. Each
Subsequent Transfer Date shall be on the date and at the time and place mutually
agreed upon by National Financial and NAFI with the prior written consent of the
Insurer. Payment of the Purchase Price for the Subsequent Receivables and other
Receivable Assets sold and conveyed on a Subsequent Transfer Date shall be made
by National Financial to NAFI. National Financial's obligation to purchase
Subsequent Receivables and other Receivable Assets shall be limited by the
amount of funds available for such purchase in the Pre-Funding Account pursuant
to the Sale and Servicing Agreement and shall be subject to the satisfaction of
the conditions in the Sale and Servicing Agreement.
(b) On or prior to the Closing Date, NAFI shall (i) deliver to National
Financial or such other Person as National Financial shall direct the original
motor vehicle retail installment sale contracts, duly endorsed by NAFI and the
Receivable Files with respect to each Initial Receivable included in the
Receivable Assets then being sold to National Financial, (ii) deliver to
National Financial or such other Person as National Financial shall direct cash
equal to all payments received by NAFI on such Initial Receivables on or after
the Initial Cut-off Date and on or before two Business Days prior to such
Initial Transfer Date. Within two Business Days after such Initial Transfer
Date, NAFI shall deliver to National Financial or such other Person as National
Financial shall direct all other payments received by NAFI on such Initial
Receivables on or after the applicable Cut-off Date and on or before the Closing
Date. National Financial hereby directs NAFI to deliver the materials referenced
in the preceding clause (i) of the second preceding sentence to OFSA, as
Custodian, and hereby directs NAFI to remit any payments received by NAFI and
referenced in the preceding sentence or in clause (ii) of the second preceding
sentence to the Collection Account.
(c) On or prior to any Subsequent Transfer Date, NAFI shall (i) deliver to
National Financial a conveyance instrument substantially in the form attached
hereto as Exhibit A (a "Conveyance") with respect to the Receivable Assets sold
and conveyed hereunder on such Subsequent Transfer Date, (ii) deliver to
National Financial or such other Person as National Financial shall direct the
original motor vehicle retail installment sale contracts, duly endorsed by NAFI
and the Receivable Files with respect to each Subsequent Receivable included in
the Receivable Assets then being sold to National Financial, (iii) deliver to
National Financial or such other Person as National Financial shall direct cash
equal to all payments received by NAFI on such Subsequent Receivables on or
after the applicable Cut-off Date and on or before two Business Days prior to
such Subsequent Transfer Date. Within two Business Days after
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such Subsequent Transfer Date, NAFI shall deliver to National Financial or such
other Person as National Financial shall direct all other payments received by
NAFI on such Subsequent Receivables on or after the applicable Cut-off Date and
on or before such Subsequent Transfer Date. National Financial hereby directs
NAFI to deliver the materials referenced in the preceding clause (ii) of the
second preceding sentence to OFSA, as Custodian, and hereby directs NAFI to
remit any payments received by NAFI and referenced in the preceding sentence or
in clause (iii) of the second preceding sentence to the Collection Account.
SECTION 2.4. No Recourse. Except as specifically provided in this
Agreement, the sale and purchase of Receivables and other Receivable Assets
under this Agreement shall be without recourse to NAFI; provided that NAFI shall
be liable to National Financial for all representations, warranties and
covenants made by NAFI pursuant to the terms of this Agreement, it being
understood that such obligations of NAFI do not constitute recourse for the
credit risk of the Obligors.
SECTION 2.5. True Sales. NAFI and National Financial intend that the
transactions contemplated hereby be true sales of Receivables and other
Receivable Assets by NAFI to National Financial providing National Financial
with the full benefits of ownership of the Receivables and other Receivable
Assets free and clear of any Liens, and neither NAFI nor National Financial
intends the transactions contemplated hereby to be, or for a purpose to be
characterized as, a loan from National Financial to NAFI. NAFI shall reflect
sales of the Receivable Assets hereunder on its balance sheet and other
financial statements as sales of assets, and shall treat such sales as sales for
all purposes. NAFI will respond to third party inquiries by indicating that the
Receivables have been sold.
SECTION 2.6. Receipt of Payments after Closing Date and Subsequent Transfer
Dates. National Financial shall be entitled to all payments received or
receivable with respect to any Receivable or Subsequent Receivable sold and
conveyed by NAFI to National Financial hereunder that are received on and after
the applicable Cut-off Date. If NAFI receives any payment on a Receivable
belonging to the Trust, NAFI promptly shall turn such payment over to the Trust
Collateral Agent not later than two Business Days after receipt for deposit in
the Collection Account.
SECTION 2.7. Servicing of Receivables. Consistent with National Financial's
ownership of the Receivable Assets, National Financial shall have the sole right
to service, administer and collect the Receivables, to assign such right and to
delegate such right to others. In consideration of National Financial's purchase
of the Receivable Assets, NAFI agrees to cooperate fully with National Financial
to facilitate the full and proper performance of such duties and obligations for
the benefit of National Financial.
SECTION 2.8. Other Sales. Prior to the end of the Pre-Funding Period, NAFI
shall not sell, transfer, convey or assign any motor vehicle retail installment
sale contract originated or purchased by it, except as follows: (i) NAFI may
sell, transfer, convey and assign any such motor vehicle retail installment sale
contract to National Financial pursuant to this Agreement; (ii) NAFI may sell,
transfer, convey and assign to any Person, without limitation, any such motor
vehicle retail installment sale contract that does not comply with the
representations and warranties set forth in Section 4.1(b) or, if included in
the Trust Property, would result in a
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violation of clause (v) of Article III; and (iii) NAFI may sell, transfer,
assign and convey such motor vehicle retail installment sale contract to any
Person, without limitation, pursuant to a warehouse lending, repurchase or other
similar arrangement for the financing of the Receivable Assets pending transfer
to NAFI hereunder on the next Subsequent Transfer Date.
SECTION 2.9. Protection of Title to Interest.
(a) NAFI shall execute and file such financing statements and cause to be
executed and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of National Financial, the Trust, the Trust Collateral
Agent and the Insurer under this Agreement in the Trust Property and in the
proceeds thereof. NAFI shall deliver (or cause to be delivered) to National
Financial and the Insurer file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing.
(b) NAFI shall not change its name, identity or corporate structure in any
manner that would, could or might make any financing statement or continuation
statement filed by National Financial in accordance with paragraph (a) above
seriously misleading within the meaning of Section 9-402(7) of the UCC, unless
it shall have given the Trust Collateral Agent and the Insurer (so long as an
Insurer Default shall not have occurred and be continuing) at least 60 days
prior written notice thereof, and shall promptly file appropriate amendments to
all previously filed financing statements and continuation statements as may be
required to preserve and protect National Financial's interest in the Receivable
Assets, which filings shall be made no later than 30 days after the effective
date of any such change.
(c) NAFI shall give National Financial, the Trust Collateral Agent and the
Insurer at least 60 days prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement, and shall
promptly file appropriate amendments to all previously filed financing
statements and continuation statements as may be required to preserve and
protect National Financial's interest in the Receivable Assets, which filings
shall be made no later than 30 days after the effective date of any such change.
NAFI shall at all times maintain each office from which it services Receivables
and its principal executive office within the United States of America.
(d) If at any time NAFI proposes to sell, grant a security interest in, or
otherwise transfer any interest in automotive receivables to any prospective
purchaser, lender or other transferee, NAFI shall give to such prospective
purchaser, lender or other transferee computer tapes, records or printouts
(including any restored from backup archives) that, if they refer in any manner
whatsoever to any Receivable, indicate clearly that such contract has been sold
and is owned by the Trust unless such Receivable has been paid in full or
repurchased by NAFI, National Financial or the Servicer.
(e) NAFI shall permit National Financial, the Trust Collateral Agent, the
Insurer and their respective agents, at any time to inspect, audit and make
copies of and abstracts from NAFI's records regarding any Receivables or any
other portion of the Trust Property.
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(f) NAFI shall furnish to National Financial, the Trust Collateral Agent
and the Insurer at any time upon request a list of all Receivables then held as
part of the Trust Property, together with a reconciliation of such list to the
Receivables Schedules and to each of the Servicer's statements furnished before
such request indicating removal of Receivables from the Trust Property. The
Trust Collateral Agent shall hold any such list and Receivables Schedules for
examination by interested parties during normal business hours at the Corporate
Trust Office upon reasonable notice by such Persons of their desire to conduct
an examination.
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.1. National Financial's obligation to purchase Receivable Assets
hereunder on the Closing Date shall be subject to the execution, delivery and
effectiveness of the Sale and Servicing Agreement and the Indenture and the
delivery of the purchase price for the Notes to the Trust by the initial
purchasers thereof. In addition, the obligation of National Financial to
purchase Receivable Assets hereunder on each Subsequent Transfer Date shall be
further subject to the satisfaction of the following conditions on or before
such Subsequent Transfer Date:
(i) all representations and warranties of NAFI contained in Section
4.1(a) shall be true and correct and all representations and warranties of
NAFI in Section 4.1(b) shall be true and correct with respect to the
Receivables sold, transferred, conveyed and assigned to National Financial
on such Subsequent Transfer Date, in each case, on and as of such
Subsequent Transfer Date, as the case may be;
(ii) on such Subsequent Transfer Date, NAFI shall have duly completed
and executed to National Financial a Conveyance conforming to the
requirements of Section 2.3(b) or 2.4(b), as applicable;
(iii) on or before such Subsequent Transfer Date, (a) NAFI shall have
delivered to National Financial or such other Person as National Financial
shall direct the original motor vehicle retail installment sale contract,
duly endorsed by NAFI to National Financial, and the Receivable Files that
relate to each Receivable included in the Receivable Assets then being sold
by NAFI to National Financial and (b) NAFI shall have performed all other
obligations then required to be performed by it pursuant to this Agreement,
including, without limitation, Sections 2.2 and 2.3(b) or 2.3(c), as
applicable;
(iv) no Bankruptcy Event or Servicer Termination Event shall have
occurred and be continuing on and as of such Subsequent Transfer Date;
(v) as of such Subsequent Transfer Date, the Receivables then in the
Trust Property, together with the Subsequent Receivables to be transferred
to National Financial on such Subsequent Transfer Date, shall meet the
following criteria (computed based on the characteristics of the Subsequent
Receivables as of the applicable Subsequent Cut-off Date): (A) the weighted
average Interest Rate of the Receivables shall not be less than 18.0%, (B)
the weighted average remaining term of the Receivables
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shall not be greater than 55 months, and (C) not more than 80% of the
Aggregate Principal Balance Receivables shall represent loans to finance
the purchase of used Financed Vehicles and (D) the final scheduled payment
date on the Receivable with the latest maturity shall not be later than
April 21, 2003; and
(vi) all conditions precedent in Section 2.2 of the Sale and Servicing
Agreement to the transfer and assignment of such Subsequent Receivables to
the Trust pursuant to the Sale and Servicing Agreement shall have been
satisfied.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1(a) NAFI hereby represents, warrants and covenants to National
Financial on and as of the Closing Date and each Subsequent Transfer Date that:
(i) NAFI is a Delaware corporation duly organized, validly existing,
and in good standing under the laws of the state of its incorporation and
has all licenses and approvals necessary to carry on its business as now
being conducted and shall appoint and employ agents or attorneys in each
jurisdiction where it shall be necessary to take action under this
Agreement; NAFI has the full power and authority to own its property, to
carry on its business as presently conducted, and to execute, deliver and
perform this Agreement; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by NAFI and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this Agreement
evidences the valid, binding and enforceable obligation of NAFI (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of creditors' rights generally and to general principles of
equity, regardless of whether enforcement is sought in a proceeding in
equity or at law); and all requisite corporate action has been taken by
NAFI to make this Agreement valid and binding upon NAFI (subject as
aforesaid in the preceding clause);
(ii) NAFI is not required to obtain the consent of any other party or
obtain the consent, license, approval or authorization of, or make any
registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement except for those which have been obtained;
(iii) the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of the
bylaws of NAFI or result in the breach of any term or provision of, or
conflict with or constitute a default (with or without notice, lapse of
time, or both) under or result in the acceleration of any obligation under,
any material agreement, indenture or loan or credit agreement or other
instrument to which NAFI or its property is subject, or result in the
violation of any law (including, without limitation, any bulk transfer or
similar law), rule, regulation, order, judgment or decree to which NAFI or
its property or the Receivables are subject;
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(iv) no statement, report or other document furnished or to be
furnished pursuant to this Agreement or in connection with the transaction
contemplated hereby contains or will, when furnished, contain any untrue
statement of a material fact or omits or will, when furnished, omit to
state a material fact necessary to make the statements contained therein
not misleading, in light of the circumstances under which they were made;
(v) neither NAFI nor any of its subsidiaries or Affiliates is a party
to, bound by or in breach or violation of any indenture or other agreement
or instrument, or is subject to or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which materially and
adversely affects, or may in the future materially and adversely affect,
the ability of NAFI to perform its obligations under this Agreement;
(vi) there are no actions, suits or proceedings pending or, to the
knowledge of NAFI, threatened against NAFI, before or by any court,
regulatory body, administrative agency, arbitrator or governmental body
with respect to any of the transactions contemplated by this Agreement,
which will, if determined adversely to NAFI, affect the validity or
enforceability hereof or materially and adversely affect NAFI's ability to
perform its obligations under this Agreement;
(vii) NAFI has obtained or made all necessary consents, approvals,
waivers and notifications of creditors, lessors and other non-governmental
persons, in each case, in connection with the execution and delivery of
this Agreement, and the consummation of all the transactions herein
contemplated;
(viii) NAFI shall not take any action to impair National Financial's
rights in any Receivable; and (ix) NAFI is solvent and will not become
insolvent after giving effect to the transactions contemplated hereunder
and under the Transaction Documents; NAFI is paying its debts as they
become due; NAFI, after giving effect to the contemplated transactions,
will have adequate capital to conduct its business.
NAFI shall indemnify National Financial and the Insurer and hold National
Financial and the Insurer harmless against any loss and damages resulting from a
breach of the representations and warranties set forth in Section 4.1(a).
(b) NAFI hereby represents and warrants to National Financial as of the
Closing Date with respect to the Initial Receivables contributed and conveyed to
National Financial on the Closing Date by NAFI pursuant to this Agreement and
the Initial Receivables sold and conveyed to National Financial on the Closing
Date by National Financial Auto Funding Trust II ("Funding Trust II") and as of
each Subsequent Transfer Date with respect to the Subsequent Receivables sold
and conveyed to National Financial on such Subsequent Transfer Date by NAFI
(unless another date or time period is otherwise specified or indicated in the
particular representation or warranty):
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(i) the information regarding such Receivables set forth in the
applicable Receivables Schedule is true and correct in all material
respects at the applicable Cut-off Date; each Receivable was originated in
the United States of America and at the time of origination, materially
conformed to all requirements of the NAFI underwriting policies and
guidelines then in effect; and no Obligor is the United States of America
or any state or any agency, department, subdivision or instrumentality
thereof;
(ii) immediately prior to the Closing Date or such Subsequent Transfer
Date, as the case may be, Funding Trust II or NAFI, as the case may be, had
a valid and enforceable security interest in the related Financed Vehicle,
and such security interest had been duly perfected and was prior to all
other present and future liens and security interests (except future tax
liens and liens that, by statute, may be granted priority over previously
perfected security interests) that exist or may hereafter arise, and
Funding Trust II or NAFI, as applicable, had the full right to assign such
security interest to National Financial;
(iii) on and after the Closing Date or such Subsequent Transfer Date,
as the case may be, there shall exist under the Receivable a valid,
subsisting and enforceable first priority perfected security interest in
the Financed Vehicle securing such Receivable (other than, as to the
priority of such security interest, any statutory lien arising by operation
of law after the Closing Date or the Subsequent Transfer Date, as the case
may be, which is prior to such interest) and at such time as enforcement of
such security interest is sought there shall exist a valid, subsisting and
enforceable first priority perfected security interest in such Financed
Vehicle in favor of National Financial or its assigns (other than, as to
the priority of such security interest, any statutory lien arising by
operation of law after the Closing Date or such Subsequent Transfer Date,
as the case may be, which is prior to such interest);
(iv) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, no such Receivable has been sold, assigned or pledged to any
other Person other than an endorsement to the Servicer for purposes of
servicing or if any such Receivable has been pledged, such pledge has been
released, and immediately prior to the transfer and assignment contemplated
by this Agreement or the Sale Agreement, NAFI or National Financial Auto
Funding Trust II, as applicable, has good and marketable title to each such
Receivable free and clear of any lien, encumbrance, equity, pledge, charge,
claim or security interest and is the sole owner thereof and has full right
to transfer each such Receivable to National Financial and, upon the
transfers pursuant to Article II or the Sale Agreement, as applicable,
National Financial will have good and marketable title to each such
Receivable clear of any lien, encumbrance, equity, pledge, charge, claim,
security interest or rights of others; the purchase of each such Receivable
by NAFI from a Dealer or Originator was not an extension of financing to
such Dealer or Originator. No Dealer or Originator has a participation in,
or other right to receive, proceeds of any Receivable. None of NAFI,
Funding Trust II, the Master Trust, National Financial or the Originators
has taken any action to convey any right to any Person that would result in
such Person having a right to payments received under the related insurance
policies, Dealer Agreement or Originator Agreement or to payments due under
such Receivable;
11
(v) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, no such Receivable is delinquent for more than thirty days in
payment as to any scheduled payment;
(vi) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, there is no lien against any related Financed Vehicle for
delinquent taxes;
(vii) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, there is no right of rescission, offset, defense or
counterclaim to the obligation of the related Obligor to pay the unpaid
principal or interest due under such Receivable; the operation of the terms
of such Receivable or the exercise of any right thereunder will not render
such Receivable unenforceable in whole or in part or subject to any right
of rescission, offset, defense or counterclaim, and no such right of
rescission, offset, defense or counterclaim has been asserted;
(viii) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, no such Receivable is assumable by another Person in a manner
which would release the Obligor thereon from such Obligor's obligations to
National Financial with respect to such Receivable;
(ix) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, there are no prior liens or claims for work, labor or material
affecting any related Financed Vehicle which are or may become a lien prior
to or equal with the security interest granted by such Receivable;
(x) each such Receivable, and the sale of the Financed Vehicle
securing such Receivable, where applicable, complied, at the time it was
made and as of the Closing Date or related Subsequent Transfer Date, as
applicable, in all material respects with applicable state and federal laws
(and regulations thereunder), including, without limitation, usury,
disclosure and consumer protection laws, equal credit opportunity,
fair-credit reporting, truth-in-lending or other similar laws, the Federal
Trade Commission Act, and applicable state laws regulating retail
installment sales contracts and loans in general and motor vehicle retail
installment sales contracts and loans in particular, and the receipt of
interest on, and the ownership of, such Receivable by National Financial
will not violate any such laws;
(xi) each such Receivable is a legal, valid and binding obligation of
the Obligor thereunder and is enforceable in accordance with its terms,
except only as such enforcement may be limited by laws affecting the
enforcement of creditors' rights generally whether enforcement is sought in
a proceeding in equity or at law, and all parties to such Receivable had
full legal capacity to execute such Receivable and all documents related
thereto and to grant the security interest purported to be granted thereby
at the time of execution and grant;
(xii) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, the terms of each such Receivable have not been impaired,
waived, altered
12
or modified in any respect, except by written instruments that are part of
the Receivable Documents, and no such Receivable has been satisfied,
subordinated or rescinded;
(xiii) at the time of origination of each such Receivable, the
proceeds of such Receivable were fully disbursed, there is no requirement
for future advances thereunder, and all fees and expenses in connection
with the origination of such Receivable have been paid;
(xiv) as of the Closing Date or such Subsequent Transfer Date, as the
case may be, there is no default, breach, violation or event of
acceleration existing under any such Receivable (except payment
delinquencies permitted by subparagraph (v) above) and no event which, with
the passage of time or with notice or with both, would constitute a
default, breach, violation or event of acceleration under any such
Receivable or would otherwise affect the value or marketability of such
contract; and NAFI, Funding Trust II or the Master Trust have not waived
any such default, breach, violation or event of acceleration and as of the
applicable Cut-off Date, the related Financed Vehicle has not been
repossessed;
(xv) at the origination date of each such Receivable, the related
Financed Vehicle was covered by a comprehensive and collision insurance
policy (a) in an amount at least equal to the lesser of (1) and actual cash
value of the related Financed Vehicle or (2) the unpaid balance owing on
such Receivable, less the related Unearned Financing Charge, (b) naming
NAFI as a loss payee and (c) insuring against loss and damage due to fire,
theft, transportation, collision and other risks generally covered by
comprehensive and collision coverage; each Receivable requires the Obligor
to maintain physical loss and damage insurance, naming NAFI as an
additional insured party;
(xvi) each such Receivable was acquired by NAFI from either a Dealer
or an Originator with which it ordinarily does business; such Dealer or
Originator, as applicable, had full right to assign to NAFI such Receivable
and the security interest in the related Financed Vehicle (and the Dealer
that assigned any such Receivable to any such Originator had full right to
assign to such Originator such Receivable and the security interest in the
related Financed Vehicle) and the Dealer's or Originator's assignment
thereof to NAFI is legal, valid and binding (and any such assignment by any
Dealer to any Originator is legal, valid and binding) and the Master Trust
had full right to assign to NAFI or Funding Trust II, as the case may be,
such Receivable and the security interest in the related Financed Vehicle
and NAFI or Funding Trust II, as the case may be, had full right to assign
to National Financial such Receivable and the security interest in the
related Financed Vehicle and NAFI's or Funding Trust II's assignment
thereof to National Financial is legal, valid and binding;
(xvii) each such Receivable contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the related Financed Vehicle of the
benefits of the security;
(xviii) scheduled payments under each such Receivable are due monthly
(or, in the case of the first payment, no later than the forty-fifth day
after the date of the
13
Receivable) in substantially equal amounts to maturity (other than with
respect to those Receivables designated as balloon contracts on the related
Receivables Schedule), and will be sufficient to fully amortize such
Receivable at maturity, assuming that each scheduled payment is made on its
Due Date; such scheduled payments are applicable only to payment of
principal and interest on such Receivable and not to the payment of any
insurance premiums (although the proceeds of the extension of credit on
such Receivable may have been used to pay insurance premiums); the original
term to maturity of such Receivable was not more than 60 months;
(xix) the collection practices used with respect to each such
Receivable have been in all material respects legal, proper, prudent and
customary in the automobile installment sales contract or installment loan
servicing business;
(xx) there is only one original of each such Receivable, the Servicer
or a Sub-Servicer is currently in possession of the Receivable Documents
for such Receivable and there are no custodial agreements in effect
adversely affecting the right of NAFI to make the deliveries required
hereunder on the Closing Date or such Subsequent Transfer Date, as the case
may be;
(xxi) as of the Cut-off Date or Subsequent Cut-off Date, as
applicable, no Obligor was the subject of a current bankruptcy proceeding;
(xxii) with respect to each Due Period, the aggregate of the interest
due on all the Receivables in such Due Period from scheduled payments is in
excess of the sum of (i) the Servicing Fee due and any fees due to the
Trust Collateral Agent and the Insurer, each in such Due Period and (ii)
the amount of interest payable on the Notes with respect to such Due
Period, in each case assuming that each scheduled payment is made on its
Due Date;
(xxiii) the Receivables constitute "chattel paper" within the meaning
of the UCC as in effect in the applicable jurisdiction, and all filings
(including without limitation, UCC filings) required to be made and all
actions required to be taken or performed by any Person in any jurisdiction
to give National Financial a first priority perfected lien on, or an
ownership interest in the Receivables and the proceeds thereof and the
remaining Trust Property have been made, taken or performed;
(xxiv) by the Closing Date and prior to each Subsequent Transfer Date,
as applicable, NAFI will have caused the portions of NAFI's servicing
records relating to the Receivables to be clearly and unambiguously marked
to show that the Receivables constitute part of the Trust Property and are
to be owned by the Trust in accordance with the terms of this Agreement;
(xxv) the computer tape or listing made available by NAFI to the Trust
Collateral Agent on the Closing Date and on each Subsequent Transfer Date
was complete and accurate as of the applicable Cut-off Date, and includes a
description of the same Receivables that are described in the applicable
Receivables Schedule;
14
(xxvi) no Receivable was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful, void or voidable
the sale, transfer and assignment of such Receivable under this Agreement
or the Subsequent Transfer Agreement, as applicable, or pursuant to
transfers of the Notes. National Financial has not entered into any
agreement with any account debtor that prohibits, restricts or conditions
the assignment of any portion of the Receivables;
(xxvii) no selection procedures adverse to the Noteholders or to the
Insurer have been utilized in selecting such Receivable from all other
similar Receivables originated by NAFI; and
(xxviii) as of the Initial Cut-off Date, the weighted average annual
percentage rate, as such term is used with respect to the Federal Truth-in
Lending Act ("APR") of the Initial Receivables was approximately 19.19% and
the weighted average remaining scheduled maturity on the Initial
Receivables was approximately 51.82 months and the percentage of the
aggregate outstanding balance of the Initial Receivables relating to the
financing of used Financed Vehicles was 77.38%. The final scheduled payment
date on the Initial Receivable with the latest maturity is December 15,
2002. Each Receivable amortizes based on the Simple Interest Method or
Actuarial Method and no Receivable provides for a prepayment penalty.
In the event NAFI has breached any of the foregoing representations and
warranties and National Financial has accepted a retransfer or is required to
accept a retransfer of the affected Receivable pursuant to the Sale and
Servicing Agreement, NAFI shall, upon demand, repurchase such Receivable from
National Financial. In addition, with respect to any Receivable in respect of
which the Title Document was being applied for on the Closing Date or the
applicable Subsequent Transfer Date, as the case may be, if such Title Document
has not been received by National Financial or its transferee within 180 days
after the Closing Date or such Subsequent Transfer Date, as the case may be, and
National Financial is required to accept a retransfer of such Receivable
pursuant to the Sale and Servicing Agreement, NAFI shall, upon demand by
National Financial, repurchase such Receivable. Any such repurchases by NAFI
shall be at a repurchase price equal to the Purchase Amount determined in the
manner provided in the Sale and Servicing Agreement. Such repurchase price shall
be paid by NAFI at the direction of National Financial and upon receipt of such
repurchase price, National Financial shall release, or cause to be released, to
NAFI the related Receivable File and National Financial or its transferee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in NAFI or its designee any
Receivable released pursuant thereof. Except as expressly provided in the next
sentence, it is understood and agreed that the obligation of NAFI to purchase
any Receivable as to which such a breach has occurred and is continuing as
described above shall constitute the sole remedy respecting such breach
available to National Financial. NAFI shall indemnify, defend and hold National
Financial harmless from and against any and all losses, damages, claims,
expenses and liabilities arising out of or relating to a breach by NAFI of its
representations and warranties in clauses (vii) and (x) of this Section 4.1(b).
15
Notwithstanding Section 5.1, it is understood and agreed that the
representations, warranties and covenants set forth in this Section 4.1 shall
survive until the date upon which the Trust terminates pursuant to Section 11.1
of the Sale and Servicing Agreement.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Term. This Agreement shall commence as of the Closing Date and
shall continue in full force and effect until the close of business on April 30,
1998.
SECTION 5.2. 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 NAFI: National Auto Finance Company, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: President
Telecopy No.: (000) 000-0000
Confirmation: (000) 000-0000
If to National Financial National Financial Auto Funding Trust
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention:
Telecopy No.:
Confirmation: (000) 000-0000
with a copy to Chase Manhattan Bank Delaware
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Administration
Department
If to the Trust Collateral Agent: Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust Division
Telecopy No.: (000) 000-0000
16
Confirmation: (000) 000-0000
If to the Insurer: Financial Security Assurance Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Surveillance Department
Re: NAFI Auto Finance 1998-1 Trust,
5.88% Automobile Receivables-Backed
Notes
Telecopier No.: (000) 000-0000
(000) 000-0000
Confirmation: (000) 000-0000
SECTION 5.3.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.
SECTION 5.4. 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.
SECTION 5.5. Amendment. This Agreement may be amended from time to time by
NAFI and National Financial to cure any ambiguity, to correct or supplement any
provisions herein which may be inconsistent with any other provisions herein or
therein, or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel delivered to the Trust Collateral Agent, adversely
affect in any material respect the interests of the Noteholders and provided
further that such action shall be consented to in writing by the Insurer (unless
an Insurer default shall have occurred and be continuing).
SECTION 5.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
SECTION 5.7. Assignment. This Agreement may not be assigned by NAFI or
National Financial except as contemplated by this Section and the Sale and
Servicing Agreement; provided however, that simultaneously with the execution
and delivery of this Agreement, National Financial shall assign all of its
right, title and interest under Section 4.1 to the Trust to which NAFI hereby
expressly consents. NAFI agrees to perform its obligations hereunder for the
benefit of the Trust and further agrees that the Trust Collateral Agent or the
Insurer may (but shall have no obligation to) enforce the provisions of Section
4.1 and exercise
17
the rights of National Financial to enforce the obligations of NAFI under
Section 4.1 on behalf of the Trust Collateral Agent and the Noteholders
without the consent of National Financial.
SECTION 5.8. Third-Party Beneficiaries. This Agreement will inure to the
benefit of and be binding upon the parties hereto, and shall also be for the
benefit of the Trust Collateral Agent (for the benefit of the Noteholders) and
the Insurer, each of which shall be considered to be third-party beneficiaries
and shall be entitled to rely on 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 Insurer may disclaim any of its
rights and powers under this Agreement upon delivery of a written notice to the
Trust Collateral Agent and NAFI.
SECTION 5.9. No Petition: NAFI hereby agrees that it will not institute
against National Financial, or join any other Person instituting against
National Financial, any bankruptcy or insolvency proceeding under any applicable
state or federal law so long as any Note issued pursuant to the Indenture
remains outstanding or there shall have not elapsed one year plus one day since
the date of the final payment on the Notes issued pursuant to the Indenture. The
foregoing shall not limit the right of NAFI to file any claim in or otherwise
take any action with respect to any bankruptcy or insolvency proceeding that was
instituted against National Financial by any Person other than NAFI.
SECTION 5.10. Limitation of Liability of National Financial Trustee:
Notwithstanding anything contained herein to the contrary, this Agreement has
been executed and delivered by Chase Manhattan Bank Delaware not in its
individual capacity but solely as Trustee and in no event shall Chase Manhattan
Bank Delaware, have any liability for the representations, warranties,
covenants, agreements or other obligations of National Financial hereunder or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of National Financial.
18
IN WITNESS WHEREOF, the parties hereto have executed this Purchase and
Contribution Agreement as of the day and year first written above.
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: Chase Manhattan Bank Delaware,
not in its individual capacity but
solely as Trustee of National
Financial Auto Funding Trust,
By: _________________________________
Name:
Title:
NATIONAL AUTO FINANCE COMPANY, INC.
By: _________________________________
Name:
Title:
19
EXHIBIT A
FORM OF CONVEYANCE
CONVEYANCE No. ___, dated as of _______________, 19__, by National Auto
Finance Company, Inc., a Delaware corporation ("Originator"), to National
Financial Auto Funding Trust, a Delaware business trust ("National Financial"),
pursuant to the Purchase and Contribution Agreement referred to below.
WITNESSETH:
WHEREAS, Originator and National Financial are parties to the Purchase and
Contribution Agreement, dated as of December 15, 1997 (as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Purchase Agreement"); and
WHEREAS, pursuant to the Purchase Agreement, Originator wishes to sell,
transfer, convey and assign Receivable Assets (as defined in the Purchase
Agreement) to National Financial;
NOW THEREFORE, Originator and National Financial hereby agree as follows:
1. Defined Terms. All capitalized terms used but not defined herein shall
have meanings ascribed to them in the Purchase Agreement.
"Subsequent Transfer Date" shall mean, with respect to the Receivable
Assets sold hereby, ____________________, 199[ ].
2. Transfer of Receivables. For value received, Originator hereby sells,
transfers, assigns, sets-over and conveys to National Financial, without
recourse except as set forth in the Purchase Agreement, and with the
representations, warranties and covenants set forth in the Purchase Agreement,
on and after the Subsequent Transfer Date, all right, title and interest of
National Financial in, to and under all Subsequent Receivables listed in
Schedule 1 hereto and the Receivable Assets related thereto.
3. Delivery of Receivables Schedule. Originator does hereby deliver
National Financial herewith a Receivables Schedule containing a true and
complete list of each Subsequent Receivable being sold hereby as of the
Subsequent Transfer Date. Such Receivables Schedule is marked as Schedule 1 to
this Conveyance and is hereby incorporated in and made a part of this Conveyance
and the Purchase Agreement.
4. Receivable Files. Originator does hereby deliver to National Financial
or such other Person designated by National Financial the original motor vehicle
retail installment sale contracts and Receivable Files for each Receivable
identified in the Receivables Schedule.
5. Acceptance and Acknowledgment. National Financial hereby acknowledges
its acceptance of all right, title and interest of Originator in, to and under
20
the Receivables and the other Receivable Assets sold hereby. Originator further
acknowledges that, prior to or simultaneously with the execution and delivery of
this Conveyance the conditions precedent to such sale set forth in Article III
of the Purchase Agreement have been satisfied.
6. Certification; Representations and Warranties. Originator hereby
certifies to National Financial that all applicable requirements of Article III
of the Purchase Agreement have been fully satisfied and that all representations
and warranties of Originator set forth in Section 4.1(a) of the Purchase
Agreement are true and correct on and as of the date hereof and all
representations and warranties of Originator set forth in Section 4.1(b) of the
Purchase Agreement are true and correct on and as of the date hereof with
respect to the Subsequent Receivables sold hereby. The aggregate outstanding
principal balance of the Subsequent Receivables sold hereby as of the applicable
Cut-off Date is $__________________.
7. The Purchase Agreement. The Purchase Agreement shall continue to be, and
shall remain, in full force and effect in accordance with its terms, and hereby
is ratified and confirmed in all respects.
8. Counterparts. This Conveyance may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
21
SCHEDULE 1
SCHEDULE OF RECEIVABLES
22
