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, 1998, 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 31st day of March, 1999.
By: /s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry
Vice President
Exhibit 99.2
page 1 of 2
REPORT OF INDEPENDENT ACCOUNTANTS
August 31, 1998
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),
4.7, 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 September 1, 1997 to August 31,
1998 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/ PriceWaterhouse Coopers 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
September 1, 1997 to August 31, 1998, the Company was in compliance with
sections of the Agreement related to servicing of the Receivables held by the
Trust in all material respects.
/s/ RUTH S. QUEEN /s/ JOHN W. BROTHERS
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Ruth S. Queen John W. Brothers
Senior Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
/s/ SUZANNE CASTLEBERRY /s/ TOM C. BOWERS
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Suzanne W. Castleberry Tom C. Bowers
Vice President Senior Vice President
NationsBank, N.A. NationsBank, N.A.
/s/ WILLIAM K. KINYUA
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William K. Kinyua
Vice President
NationsBank, N.A.
August 31, 1998