TRANSFER AGREEMENT
TRANSFER AGREEMENT No. 1, dated as of November 13, 1996, 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 Servicer,
and the Trustee are parties to the Pooling and Servicing Agreement, dated as of
October 21, 1996 (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 Contracts
transferred hereby, November 13, 1996.
2. Transfer of 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 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. Such 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 Section 2.06 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 Contracts transferred by the Transferor to the Trust
hereby. The aggregate outstanding principal balance of the Contracts transferred
by the Transferor to the Trust hereby as of the applicable Cut-Off Date is
$51,180,034.44.
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.
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: CHASE MANHATTAN BANK USA, N.A., not in
its individual capacity but solely as Owner
Trustee of the National Financial Auto
Funding Trust
By: ___________________________________
Name:
Title:
NATIONAL AUTO FINANCE 1996-1 TRUST
XXXXXX TRUST AND SAVINGS BANK, not
in its individual capacity but solely as Trustee
of the National Auto Finance 1996-1 Trust
By: __________________________________
Name:
Title: