TRANSFER AGREEMENT
TRANSFER AGREEMENT No. 1, dated as of October 1, 1995, by
National Financial Auto Funding Trust, a Delaware business trust (the
"Transferor"), to Xxxxxx Trust and Savings Bank, an Illinois banking
corporation, not in its individual capacity but solely as trustee (the
"Trustee), pursuant to the Pooling and Servicing Agreement referred to
below.
WITNESSETH:
WHEREAS, the Transferor, National Auto Finance Company L.P.,
as Master Servicer, and the Trustee are parties to the Pooling and
Servicing Agreement, dated as of October 1, 1995 (as such agreement
may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the
Transferor wishes to transfer Contracts to the Trustee on behalf of
the Trust as part of the corpus of the Trust Estate (as each such
capitalized term is defined in the Pooling and Servicing Agreement);
and
WHEREAS, the Trustee on behalf of the Trust is willing to
accept such transfer subject to the terms and condition hereof.
NOW THEREFORE, the Transferor and the Trustee hereby agree as
follows:
1. Defined Terms. All capitalized term used but not defined
herein shall have meanings ascribed to them in the Pooling and
Servicing Agreement.
Closing Date shall mean, with respect to the Initial
Initial Contracts transferred hereby, November 21, 1995.
2. Transfer of Initial Contracts. (a) For value received, the
Transferor hereby transfers, assigns, sets-over and conveys to the
Trust, without recourse except as set forth in the Pooling and
Servicing Agreement, and with the representations, warranties and
covenants set forth in the Pooling and Servicing Agreement, on and
after the Closing Date, all right, title and interest of the
Transferor in, to and under all Initial Contracts listed in Schedule 1
hereto, all monies paid or payable thereunder on or after the
applicable Cut-off Date, all Contract Files related thereto, property
which secured any such Contract and which has been acquired by
Repossession or otherwise, all rights to Insurance Proceeds and
Liquidation Proceeds relating thereto and all proceeds of any of the
foregoing and all rights to enforce the foregoing.
3. Delivery of Contract Schedule. The Transferor does hereby
deliver to the Trustee on behalf of the Trust herewith a Contract
Schedule containing a true and complete list of each Initial Contract
being transferred hereby as of the Closing Date, as the case may be.
Such Initial Contract Schedule is marked as Schedule 1 to this
Transfer Agreement and is hereby incorporated in and made a part of
this Transfer Agreement and the Pooling and Servicing
Agreement.
4. Contract Files. The Transferor does hereby deliver to
the Custodian the original motor vehicle retail installment sales
contracts and Contract Files for each Contract identified in the
Contract Schedule.
5. Acceptance and Acknowledgement by Trustee. The Trustee
hereby acknowledges its acceptance on behalf of the Trust of all
right, title and interest of the Transferor in, to and under the
Contracts and other assets transferred hereby, and declares that it
shall hold such right, title and interest upon the trust set forth in
the Pooling and Servicing Agreement.
6. Conditions Precedent; Representations and Warranties. The
Transferor hereby represents and warrants to the Trustee that all
applicable requirements of the Pooling and Servicing Agreement with
respect to the transfer of the Contracts transferred hereby have been
fully satisfied and that all representations and warranties of the
Transferor set forth in Section 2.03(b) of the Pooling and Servicing
Agreement are true and correct on and as of the date hereof and all
representations and warranties of the Transferor set forth in Section
2.03(c) of the Pooling and Servicing Agreement are true and correct
with respect to the Initial Contracts transferred by the Transferor to
the Trust hereby. The aggregate outstanding principal balance of the
Initial Contracts transferred by the Transferor to the Trust hereby as
of the applicable Cut-Off Date is $33,485,922. The Master Servicer
hereby represents and warrants to the Trustee that all representations
and warranties of the Master Servicer set forth in Section 2.03(a) of
the Pooling and Servicing Agreement are ture and correct as of the
date hereof.
7. The Pooling and Servicing Agreement. The Pooling and
Servicing 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. Counterpart. This Transfer Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument
9. Limitation of Liability of Trustee. Notwithstanding
anything contained herein to the contrary (i) this Transfer Agreement
has been accepted by Xxxxxx Trust and Savings Bank not in it
individual capacity but solely as Trustee and in no event shall Xxxxxx
Trust and Savings Bank have any liability for the representations,
warranties, covenants, agreements or other obligations of the
Transferor 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 the Transferor, and (ii) under no
circumstances shall Xxxxxx Trust and Savings Bank be personally liable
for the payment of any indebtedness or expenses arising in connection
with this Transfer Agreement or the Certificates or otherwise.
Notwithstanding the foregoing, the Trustee shall remain and be liable
for any breach of its duties and obligations hereunder and under the
Pooling and Servicing Agreement.
2
IN WITNESS WHEREOF, the undersigned have caused this Transfer
Agreement to be duly executed and delivered by their respective duly
authorized officers as of the day and year first above written.
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: THE CHASE MANHATTAN BANK (USA),
not in its individual capacity but solely as Owner
Trustee of the National Financial Auto Funding Trust
By: /s/ XXXX X. XXXX
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Name: XXXX X. XXXX
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Title: SECOND VICE PRESIDENT
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NATIONAL AUTO FINANCE 1995-1 TRUST
XXXXXX TRUST AND SAVINGS BANK, not
in its individual capacity but solely as Trustee
of the National Auto Finance 1995-1 Trust
By: /s/ E. XXX XXXXXXXXX
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Name: E. XXX XXXXXXXXX
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Title: VICE PRESIDENT
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