Exhibit 99.1
Annual Statement as to Compliance
NationsBank, N.A.
NationsBank Auto Grantor Trust 1995-A
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The undersigned, a duly authorized representative of NationsBank, N.A.,
as Servicer pursuant to the Pooling and Servicing Agreement dated as of
December 6, 1995 (the "Agreement"), between NationsBank, N.A and NationsBank
of Texas, N.A., as Sellers and NationsBank, N.A., as Servicer, and The Chase
Manhattan Bank, as Trustee, does hereby certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Agreement.
2. NationsBank, N.A. is as of the date hereof the Servicer under the
Agreement.
3. The undersigned is duly authorized pursuant to the Agreement to execute
and deliver this Officer's Certificate to the Trustee.
4. The certificate is delivered pursuant to Section 3.10 of the Agreement.
5. A review of the activities of the Servicer during the calendar year ended
December 31, 1997, and of its performance under the Agreement was made
under my supervision.
6. Based on such review, to the best of my knowledge, the Servicer has fully
performed all its obligations under the Agreement throughout such
calendar year, and no event which, with the giving of notice or passage
of time or both, would constitute a default by the Servicer has occurred
or is continuing.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Officer's Certificate this 29th day of
January, 1998.
By: \s\ Leslie J. Fitzpatrick
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Leslie J. Fitzpatrick
Senior Vice President
Exhibit 99.2
page 1 of 2
Report of Independent Accountants
August 29, 1997
To the Board of Directors of NationsBank, N.A. and
The Chase Manhattan Bank
We have examined management's assertion about NationsBank, N.A.'s (the
"Company") compliance with sections 3.1 (d), 3.2, 3.3, 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 3.11, 3.13, 3.14, 4.1(a)(ii-iii), 4.1 (b)(i-iii), 4.2, 4.3, 4.4,
4.5(a- b), 4.6, 4.7 and 9.1, except for references from such sections to a
section (and references therefrom) not specifically delineated herein, of the
Pooling and Servicing Agreement for the Auto Grantor Trust 1995-A dated
December 6, 1995 (the "Agreement"), between the Company, as successor, and
NationsBank of Texas, N.A., as Sellers; the Company, as Servicer, and The
Chase Manhattan Bank as Trustee and Collateral Agent, during the period
August 31, 1996 to August 29, 1997 included in the accompanying Report of
Management on Compliance with Pooling and Servicing Agreement. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned sections of the Agreement for the period referred to above is
fairly stated, in all material respects.
By: \s\ Price Waterhouse LLP
Exhibit 99.2
page 2 of 2
Report of Management on Compliance with
Pooling and Servicing Agreement
NationsBank, N.A. (the "Company") has responsibility for the monthly and
annual reporting in compliance with the Pooling and Servicing Agreement (the
"Agreement") for the Auto Grantor Trust 1995-A (the "Trust") dated December 6,
1995 between the Company, as successor, and NationsBank of Texas, N.A., as
Sellers; the Company, as Servicer; and The Chase Manhattan Bank, as Trustee
and Collateral Agent. Management of the Company asserts that for the period
of August 31, 1996 to August 29, 1997, the Company was in compliance with
sections of the Agreement related to servicing of the Receivables held by the
Trust in all material respects.
By: \s\ Leslie J. Fitzpatrick By: \s\ John W. Brothers
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Leslie J. Fitzpatrick John W. Brothers
Senior Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
By: \s\ Ruth S. Queen By: \s\ Thomas C. Bowers
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Ruth S. Queen Thomas C. Bowers
Senior Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
By: \s\ Tracy H. Chandler
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Tracy H. Chandler
Vice President
NationsBank, N.A.