Exhibit 99.2
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of ______
__, ____ (as from time to time amended, supplemented or
otherwise modified and in effect, this "Agreement"), is
by and among NATIONSBANK AUTO OWNER TRUST ____-_, a
Delaware business trust (the "Issuer"), NATIONSBANK,
N.A., a national banking association, as administrator
(the "Administrator"), and _______, a ______ banking
corporation, not in its individual capacity but solely
as Indenture Trustee (the "Indenture Trustee").
WHEREAS, the Issuer is issuing the Notes pursuant
to the Indenture and the Certificates pursuant to the
Trust Agreement and has entered into certain agreements
in connection therewith, including (i) the Sale and
Servicing Agreement, (ii) the Depository Agreements, and
(iii) the Indenture (the Sale and Servicing Agreement,
the Depository Agreements and the Indenture being re-
ferred to hereinafter collectively as the "Related
Agreements");
WHEREAS, the Issuer and the Owner Trustee desire to
have the Administrator perform certain duties of the
Issuer and the Owner Trustee under the Related Agree-
ments and to provide such additional services consistent
with the terms of this Agreement and the Related Agree-
ments as the Issuer and the Owner Trustee may from time
to time request; and
WHEREAS, the Administrator has the capacity to
provide the services required hereby and is willing to
perform such services for the Issuer and the Owner
Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
SECTION I. Definitions and Usage. Except as
otherwise specified herein or as the context may other-
wise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto, which
also contains rules as to usage that shall be applicable
herein.
SECTION II. Duties of the Administrator. A.
Duties with Respect to the Indenture and the Depository
Agreements. 1. The Administrator agrees to perform
all its duties as Administrator and the duties of the
Issuer under the Depository Agreements. In addition,
the Administrator shall consult with the Owner Trustee
regarding the duties of the Issuer under the Indenture
and the Depository Agreements. The Administrator shall
monitor the performance of the Issuer and shall advise
the Owner Trustee when action is necessary to comply
with the Issuer's duties under the Indenture and the
Depository Agreements. The Administrator shall prepare
for execution by the Issuer, or shall cause the prepara-
tion by other appropriate persons of, all such docu-
ments, reports, filings, instruments, certificates and
opinions that it shall be the duty of the Issuer to
prepare, file or deliver pursuant to the Indenture and
the Depository Agreements. In furtherance of the fore-
going, the Administrator shall take all appropriate
action that is the duty of the Issuer to take pursuant
to the Indenture including, without limitation, such
actions as are required with respect to the following
matters under the Indenture (references are to sections
of the Indenture):
A.) the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of
any appointment of a new Note Registrar and the
location, or change in location, of the Note Regis-
ter (Section 2.5);
B.) the notification of Noteholders of the
final principal payment on their Notes (Section
2.8(b));
C.) the preparation and delivery of or ob-
taining of the documents and instruments required
for authentication of the Notes and delivery of the
same to the Indenture Trustee (Section 2.2,
11.1(b));
D.) the preparation, obtaining or filing of
the instruments, opinions and certificates and
other documents required for the release of proper-
ty from the lien of the Indenture (Section 2.10);
E.) the preparation of Definitive Notes in
accordance with the instructions of the Clearing
Agency (Section 2.13);
F.) the maintenance of an office in the Bor-
ough of Manhattan, City of New York, for registra-
tion of transfer or exchange of Notes (Section
3.2);
G.) the duty to cause newly appointed Note
Paying Agents, if any, to deliver to the Indenture
Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 3.3);
H.) the direction to the Indenture Trustee to
deposit monies with Note Paying Agents, if any,
other than the Indenture Trustee (Section 3.3);
I.) the obtaining and preservation of the
Issuer's qualification to do business in each ju-
risdiction in which such qualification is or shall
be necessary to protect the validity and enforce-
ability of the Indenture, the Notes, the Collateral
and each other instrument or agreement included in
the Indenture Trust Estate (Section 3.4);
J.) the preparation of all supplements and
amendments to the Indenture and all financing
statements, continuation statements, instruments of
further assurance and other instruments and the
taking of such other action as is necessary or
advisable to protect the Indenture Trust Estate
(Section 3.5);
K.) the delivery of the Opinion of Counsel on
the Closing Date and the annual delivery of Opin-
ions of Counsel as to the Indenture Trust Estate,
and the annual delivery of the Officer's Certifi-
cate and certain other statements as to compliance
with the Indenture (Sections 3.6 and 3.9);
L.) the identification to the Indenture
Trustee in an Officer's Certificate of any Person
with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.7(b));
M.) the notification of the Indenture Trustee
and the Rating Agencies of an Event of Servicing
Termination under the Sale and Servicing Agreement
and, if such Event of Servicing Termination arises
from the failure of the Servicer to perform any of
its duties under the Sale and Servicing Agreement
with respect to the Receivables, the taking of all
reasonable steps available to remedy such failure
(Section 3.7(d));
N.) the preparation and obtaining of docu-
ments and instruments required for the transfer by
the Issuer of its properties or assets (Section
3.10(b));
O.) the duty to cause the Servicer to comply
with Sections 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and
4.9 and Article VII of the Sale and Servicing
Agreement (Section 3.14);
P.) the delivery of written notice to the
Indenture Trustee and the Rating Agencies of each
Event of Default under the Indenture and each de-
fault by the Servicer or any Seller under the Sale
and Servicing Agreement (Section 3.19);
Q.) the monitoring of the Issuer's obliga-
tions as to the satisfaction and discharge of the
Indenture and the preparation of an Officer's Cer-
tificate and the obtaining of the Opinions of Coun-
sel and the Independent Certificate relating there-
to (Section 4.1);
R.) the monitoring of the Issuer's obliga-
tions as to the satisfaction, discharge and defea-
sance of the Notes and the preparation of an
Officer's Certificate and the obtaining of an opin-
ion of a nationally recognized firm of independent
certified public accountants, a written confirma-
tion thereof and the Opinions of Counsel relating
thereto (Section 4.2);
S.) the preparation and delivery of an
Officer's Certificate to the Indenture Trustee
after the occurrence of any event which with the
giving of notice and the lapse of time would become
an Event of Default under Section 5.1(iii) of the
Indenture, its status and what action the Issuer is
taking or proposes to take with respect thereto
(Section 5.1);
T.) the compliance with any written directive
of the Indenture Trustee with respect to the sale
of the Indenture Trust Estate at one or more public
or private sales called and conducted in any manner
permitted by law if an Event of Default shall have
occurred and be continuing (Section 5.4);
U.) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee
and the appointment of a successor Indenture Trust-
ee (Section 6.8);
V.) the preparation of any written instru-
ments required to confirm more fully the authority
of any co-trustee or separate trustee and any writ-
ten instruments necessary in connection with the
resignation or removal of any co-trustee or sepa-
rate trustee (Sections 6.8 and 6.10);
W.) the furnishing of the Indenture Trustee
with the names and addresses of Noteholders during
any period when the Indenture Trustee is not the
Note Registrar (Section 7.1);
X.) the preparation and, after execution by
the Issuer, the filing with the Commission, any
applicable state agencies and the Indenture Trustee
of documents required to be filed on a periodic
basis with, and summaries thereof as may be re-
quired by rules and regulations prescribed by, the
Commission and any applicable state agencies and
the transmission of such summaries, as necessary,
to the Noteholders (Section 7.3);
Y.) the opening of one or more accounts in
the Issuer's name, the preparation and delivery of
Issuer Orders, Officer's Certificates and Opinions
of Counsel and all other actions necessary with
respect to investment and reinvestment, to the
extent permitted, of funds in such accounts (Sec-
tions 8.2 and 8.3);
Z.) the preparation of an Issuer Request and
Officer's Certificate and the obtaining of an Opin-
ion of Counsel and Independent Certificates, if
necessary, for the release of the Indenture Trust
Estate (Sections 8.4 and 8.5);
AA.) the preparation of Issuer Orders and the
obtaining of Opinions of Counsel with respect to
the execution of supplemental indentures and the
mailing to the Noteholders of notices with respect
to such supplemental indentures (Sections 9.1, 9.2
and 9.3);
(BB) the execution and delivery of new Notes
conforming to any supplemental indenture (Section
9.6);
(CC) the notification of Noteholders of re-
demption of the Notes or duty to cause the Inden-
ture Trustee to provide such notification (Section
10.2);
(DD) the preparation and delivery of all
Officer's Certificates and the obtaining of Opin-
ions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the Inden-
ture Trustee to take any action under the Indenture
(Section 11.1 (a));
(EE) the notification of the Rating Agencies,
upon the failure of the Indenture Trustee to give
such notification, of the information required
pursuant to Section 11.4 of the Indenture (Section
11.4);
(FF) the preparation and delivery to
Noteholders and the Indenture Trustee of any agree-
ments with respect to alternate payment and notice
provisions (Section 11.6); and
(GG) the recording of the Indenture, if appli-
cable (Section 11.15).
(ii) The Administrator will:
(A) pay the Indenture Trustee from time to
time reasonable compensation for all services ren-
dered by the Indenture Trustee under the Indenture
(which compensation shall not be limited by any
provision of law in regard to the compensation of a
trustee of an express trust);
(B) except as otherwise expressly provided in
the Indenture, reimburse the Indenture Trustee upon
its request for all reasonable expenses, disburse-
ments and advances incurred or made by the Inden-
ture Trustee in accordance with any provision of
the Indenture (including the reasonable compensa-
tion, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or
bad faith;
(C) indemnify the Indenture Trustee and its
agents for, and hold them harmless against, any
losses, liability or expense incurred without neg-
ligence or bad faith on their part, arising out of
or in connection with the acceptance or administra-
tion of the transactions contemplated by the Inden-
ture, including the reasonable costs and expenses
of defending themselves against any claim or lia-
bility in connection with the exercise or perfor-
mance of any of their powers or duties under the
Indenture; and
(D) indemnify the Owner Trustee and its
agents for, and hold them harmless against, any
losses, liability or expense incurred without neg-
ligence or bad faith on their part, arising out of
or in connection with the acceptance or administra-
tion of the transactions contemplated by the Trust
Agreement, including the reasonable costs and ex-
penses of defending themselves against any claim or
liability in connection with the exercise or per-
formance of any of their powers or duties under the
Trust Agreement.
(b) Additional Duties. (i) In addition to the
duties of the Administrator set forth above, the Admin-
istrator shall perform such calculations and shall
prepare or shall cause the preparation by other appro-
priate persons of, and shall execute on behalf of the
Issuer or the Owner Trustee, all such documents, re-
ports, filings, instruments, certificates and opinions
that it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the
Related Agreements, and at the request of the Owner
Trustee shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant
to the Related Agreements. Subject to Section 5 of this
Agreement, and in accordance with the directions of the
Owner Trustee, the Administrator shall administer,
perform or supervise the performance of such other
activities in connection with the Collateral (including
the Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capabil-
ity of the Administrator.
(ii) Notwithstanding anything in this Agree-
ment or the Related Agreements to the contrary, the
Administrator shall be responsible for promptly notify-
ing the Owner Trustee in the event that any withholding
tax is imposed on the Trust's payments (or allocations
of income) to a Certificateholder as contemplated in
Section 5.2(c) of the Trust Agreement. Any such notice
shall specify the amount of any withholding tax required
to be withheld by the Owner Trustee pursuant to such
provision.
(iii) Notwithstanding anything in this Agree-
ment or the Related Agreements to the contrary, the
Administrator shall be responsible for performance of
the duties of the Trust or the Owner Trustee set forth
in Section 5.5(a), (b), (c) and (d), the penultimate
sentence of Section 5.5 and Section 5.6(a) of the Trust
Agreement with respect to, among other things, account-
ing and reports to Certificateholders.
(iv) The Administrator will provide prior to
__________ __, ____, a certificate of an Authorized
Officer in form and substance satisfactory to the Owner
Trustee as to whether any tax withholding is then re-
quired and, if required, the procedures to be followed
with respect thereto to comply with the requirements of
the Code. The Administrator shall be required to update
the letter in each instance that any additional tax
withholding is subsequently required or any previously
required tax withholding shall no longer be required.
(v) The Administrator shall perform the
duties of the Administrator specified in Section 10.2 of
the Trust Agreement required to be performed in connec-
tion with the resignation or removal of the Owner Trust-
ee, and any other duties expressly required to be per-
formed by the Administrator pursuant to the Trust Agree-
ment.
(vi) In carrying out the foregoing duties or
any of its other obligations under this Agreement, the
Administrator may enter into transactions or otherwise
deal with any of its Affiliates; provided, however, that
the terms of any such transactions or dealings shall be
in accordance with any directions received from the
Issuer and shall be, in the Administrator's opinion, no
less favorable to the Issuer than would be available
from unaffiliated parties.
(c) Non-Ministerial Matters. (i) With respect to
matters that in the reasonable judgment of the Adminis-
trator are non-ministerial, the Administrator shall not
take any action unless within a reasonable time before
the taking of such action, the Administrator shall have
notified the Owner Trustee of the proposed action and
the Owner Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of
the preceding sentence, "non-ministerial matters" shall
include, without limitation:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by
the Issuer and the compromise of any action, claim
or lawsuit brought by or against the Issuer (other
than in connection with the collection of the Re-
ceivables or Permitted Investments);
(C) the amendment, change or modification of
the Related Agreements;
(D) the appointment of successor Note Regis-
trars, successor Note Paying Agents and successor
Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators or Succes-
sor Servicers, or the consent to the assignment by
the Note Registrar, Note Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary
in this Agreement, the Administrator shall not be obli-
gated to, and shall not, (x) make any payments to the
Noteholders under the Related Agreements, (y) sell the
Indenture Trust Estate pursuant to Section 5.4 of the
Indenture or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.
SECTION 3. Records. The Administrator shall
maintain appropriate books of account and records
relating to services performed hereunder, which books of
account and records shall be accessible for inspection
by the Issuer and the Sellers at any time during normal
business hours.
SECTION 4. Compensation. As compensation for the
performance of the Administrator's obligations under
this Agreement and, as reimbursement for its expenses
related thereto, the Administrator shall be entitled to
[$2,500] annually which shall be solely an obligation of
the Sellers.
SECTION 5. Additional Information To Be Furnished
to the Issuer. The Administrator shall furnish to the
Issuer from time to time such additional information
regarding the Collateral and within the Administrator's
knowledge as the Issuer shall reasonably request.
SECTION 6. Independence of the Administrator. For
all purposes of this Agreement, the Administrator shall
be an independent contractor and shall not be subject to
the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless ex-
pressly authorized by the Issuer, the Administrator
shall have no authority to act for or represent the
Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner
Trustee.
SECTION 7. No Joint Venture. Nothing contained in
this Agreement, with respect to the Administrator, the
Issuer or the Owner Trustee (i) shall confer on any of
them status as members of any partnership, joint ven-
ture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose
any liability as such on any of them or (iii) shall be
deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability
on behalf of the others.
SECTION 8. Other Activities of Administrator.
Nothing herein shall prevent the Administrator or its
Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though
such person or entity may engage in business activities
similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.
SECTION 9. Term of Agreement; Resignation and
Removal of Administrator. (a) This Agreement shall
continue in force until the dissolution of the Issuer,
upon which event this Agreement shall automatically
terminate.
(b) Subject to subsections (e) and (f) of this
Section 9, the Administrator may resign its duties
hereunder by providing the Issuer with at least sixty
(60) days' prior written notice.
(c) Subject to subsections (e) and (f) of this
Section 9, the Issuer may remove the Administrator
without cause by providing the Administrator with at
least sixty (60) days' prior written notice.
(d) Subject to subsections (e) and (f) of this
Section 9, at the sole option of the Issuer, the Admin-
istrator may be removed immediately upon written notice
of termination from the Issuer to the Administrator if
any of the following events shall occur:
(i) the Administrator shall default in the
performance of any of its duties under this Agree-
ment and, after receiving notice of such default,
shall not cure such default within ten (10) days
(or, if such default cannot be cured in such time,
shall not give, within ten (10) days, such assur-
ance of cure as shall be reasonably satisfactory to
the Issuer);
(ii) the entry of a decree or order by a
court or agency or supervisory authority of compe-
tent jurisdiction for the appointment of a conser-
vator, receiver, liquidator or trustee for the
Administrator in any bankruptcy, insolvency, read-
justment of debt, marshalling of assets and liabil-
ities, or similar proceedings, or for the winding
up or liquidation of its affairs, and any such
decree or order continues unstayed and in effect
for a period of sixty (60) consecutive days; or
(iii) the consent by the Administrator to
the appointment of a conservator, receiver, liqui-
dator or trustee or similar official in any insol-
vency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings of or re-
lating to the Administrator or relating to substan-
tially all of its property, the admission in writ-
ing by the Administrator of its inability to pay
its debts generally as they become due, the filing
by the Administrator of a petition to take advan-
tage of any applicable insolvency or reorganization
statute, the making by the Administrator of an
assignment for the benefit of its creditors or the
voluntary suspension by the Administrator of pay-
ment of its obligations.
The Administrator agrees that if any of the events
specified in clause (ii) or (iii) of this Section 9(d)
shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven (7) days
after the happening of such event.
(e) No resignation or removal of the Administrator
pursuant to this Section 9 shall be effective until (i)
a successor Administrator shall have been appointed by
the Issuer and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is
bound hereunder.
(f) The appointment of any successor Administrator
shall be effective only after satisfaction of the Rating
Agency Condition with respect to the proposed appoint-
ment.
(g) Subject to subsections (e) and (f) of this
Section 9, the Administrator acknowledges that upon the
appointment of a successor Servicer pursuant to the Sale
and Servicing Agreement, the Administrator shall immedi-
ately resign and such successor Servicer shall automati-
cally become the Administrator under this Agreement.
SECTION 10. Action upon Termination, Resignation
or Removal. Promptly upon the effective date of termi-
nation of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to
Section 9(b) or 9(c), respectively, the Administrator
shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forth-
with upon such termination pursuant to Section 9(a)
deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or
removal of the Administrator pursuant to Section 9(b) or
9(c), respectively, the Administrator shall cooperate
with the Issuer and take all reasonable steps requested
to assist the Issuer in making an orderly transfer of
the duties of the Administrator.
SECTION 11. Notices. Any notice, report or other
communication given hereunder shall be in writing and
addressed of follows:
(a) if to the Issuer or the Owner Trustee, to:
NationsBank Auto Owner Trust ____-_
c/o NationsBank, N.A.
100 North Tryon Street
NC1-007-20-01
Charlotte, North Carolina 28255
Attention: ______
Telephone: (704) 386-_______
Telecopy: (704) 386-_______
(b) if to the Administrator, to:
NationsBank, N.A.
100 North Tryon Street
NC1-007-20-01
Charlotte, North Carolina 28255
Attention: ______
Telephone: (704) 386-_______
Telecopy: (704) 386-_______
(c) If to the Indenture Trustee, to:
__________________
__________________
Attention: ______
Telephone: ______
Telecopy: ______
or to such other address as any party shall have provid-
ed to the other parties in writing. Any notice required
to be in writing hereunder shall be deemed given if such
notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided
above.
SECTION 12. Amendments. This Agreement may be
amended from time to time by a written amendment duly
executed and delivered by the Issuer, the Administrator
and the Indenture Trustee, with the written consent of
the Owner Trustee, without the consent of the
Noteholders and the Certificateholders, for the purpose
of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Noteholders
or Certificateholders; provided that either (i) such
amendment will not, as set forth in an Opinion of Coun-
sel satisfactory to the Indenture Trustee and the Owner
Trustee, materially and adversely affect the interest of
any Noteholder or Certificateholder or (ii) the written
consent of the Owner Trustee and the Noteholders of
Notes evidencing not less than a majority of the Notes
Outstanding and the Certificateholders of Certificates
evidencing not less than a majority of the Certificate
Balance shall have been obtained; provided, however,
that no such amendment may (x) increase or reduce in any
manner the amount of, or accelerate or delay the timing
of, or change the allocation or priority of, collections
of payments on Receivables or distributions that are
required to be made for the benefit of the Noteholders
or Certificateholders, or (y) change any Note Interest
Rate or the Certificate Rate or the Specified Reserve
Account Balance or (z) reduce the aforesaid percentage
of the Noteholders and Certificateholders which are
required to consent to any such amendment, without the
consent of the Noteholders of all the Notes Outstanding
and Certificateholders of Certificates evidencing all
the Certificate Balance. Notwithstanding the foregoing,
the Administrator may not amend this Agreement without
the consent of the Sellers, which permission shall not
be unreasonably withheld.
SECTION 13. Successors and Assigns. This Agree-
ment may not be assigned by the Administrator unless
such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the
satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfac-
tion, if accepted by the assignee, shall bind the as-
signee hereunder in the same manner as the Administrator
is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without
the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization
executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same
manner as the Administrator is bound hereunder. Subject
to the foregoing, this Agreement shall bind any succes-
sors or assigns of the parties hereto.
SECTION 14. Governing 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 15. Headings. The Section headings hereof
have been inserted for convenience of reference only and
shall not be construed to affect the meaning, construc-
tion or effect of this Agreement.
SECTION 16. Counterparts. This Agreement may be
executed in counterparts, each of which when so executed
shall be an original, but all of which together shall
constitute but one and the same agreement.
SECTION 17. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invali-
date or render unenforceable such provision in any other
jurisdiction.
SECTION 18. Not Applicable to NationsBank, N.A. in
Other Capacities. Nothing in this Agreement shall
affect any right or obligation NationsBank, N.A. may
have in any other capacity.
SECTION 19. Limitation of Liability of Owner
Trustee and Indenture Trustee. (a) Notwithstanding
anything contained herein to the contrary, this instru-
ment has been countersigned by ______ not in its indi-
vidual capacity but solely in its capacity as Owner
Trustee of the Issuer and in no event shall ______ in
its individual capacity or any beneficial owner of the
Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse
shall be had solely to the assets of the Issuer. For
all purposes of this Agreement, in the performance of
any duties or obligations of the Issuer hereunder, the
Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI,
VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to
the contrary, this Agreement has been countersigned by
______ not in its individual capacity but solely as
Indenture Trustee and in no event shall ______ have any
liability for the representations, warranties, cove-
nants, agreements or other obligations of the Issuer
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 Issu-
er.
SECTION 20. Third-Party Beneficiary. The Owner
Trustee is a third-party beneficiary to this Agreement
and is entitled to the rights and benefits hereunder and
may enforce the provisions hereof as if it were a party
hereto.
SECTION 21. Nonpetition Covenants. Notwithstand-
ing any prior termination of this Agreement, the Sell-
ers, the Administrator, the Owner Trustee and the Inden-
ture Trustee shall not, prior to the date which is one
year and one day after the termination of this Agreement
with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Issuer or the General
Partner to invoke the process of any court or government
authority for the purpose of commencing or sustaining a
case against the Issuer or the General Partner under any
federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of
the Issuer or the General Partner.
END OF AGREEMENT
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered as of
the day and year first above written.
NATIONSBANK AUTO OWNER TRUST ____-_
By: ______, not in its individual
capacity but solely as Owner
Trustee
By:
Name:
Title:
______, not in its individual ca-
pacity but solely as Indenture
Trustee
By:
Name:
Title:
NATIONSBANK, N.A., as Administrator
By:
Name:
Title:
APPENDIX A
DEFINITIONS AND USAGE
Usage
The following rules of construction and usage
shall be applicable to any agreement or instrument that
is governed by this Appendix:
(a) All terms defined in this Appendix shall
have the defined meanings when used in any agreement or
instrument governed hereby and in any certificate or
other document made or delivered pursuant thereto unless
otherwise defined therein.
(b) As used herein, in any agreement or in-
strument governed hereby and in any certificate or other
document made or delivered pursuant thereto, accounting
terms not defined in this Appendix or in any such agree-
ment, instrument, certificate or other document, and
accounting terms partly defined in this Appendix or in
any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the
respective meanings given to them under generally accept-
ed accounting principles as in effect on the date of such
agreement or instrument. To the extent that the defini-
tions of accounting terms in this Appendix or in any such
agreement, instrument, certificate or other document are
inconsistent with the meanings of such terms under gener-
ally accepted accounting principles, the definitions
contained in this Appendix or in any such agreement,
instrument, certificate or other document shall control.
(c) The words "hereof," "herein," "hereunder"
and words of similar import when used in an agreement or
instrument refer to such agreement or instrument as a
whole and not to any particular provision or subdivision
thereof; references in an agreement or instrument to
"Article," "Section" or another subdivision or to an
attachment are, unless the context otherwise requires, to
an article, section or subdivision of or an attachment to
such agreement or instrument; and the term "including"
means "including without limitation."
(d) The definitions contained in this Appendix
are equally applicable to both the singular and plural
forms of such terms and to the masculine as well as to
the feminine and neuter genders of such terms.
(e) Any agreement, instrument, certificate or
statute defined or referred to below or in any agreement
or instrument that is governed by this Appendix means
such agreement, instrument, certificate or statute as
from time to time amended, modified or supplemented,
including (in the case of agreements, instruments or
certificate) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes
and includes (in the case of agreements, instruments or
certificate) references to all attachments thereto and
instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.
Definitions
"Accrual Period" shall mean, with respect to
any Distribution Date and any Class of Notes, the period
from and including the previous Distribution Date (or, in
the case of the first Distribution Date, the Closing
Date) to but excluding such Distribution Date.
"Accrued Certificate Interest" shall mean, with
respect to any Distribution Date, the sum of the
Certificateholders' Monthly Accrued Interest for such
Distribution Date and the Certificateholders' Interest
Carryover Shortfall for such Distribution Date.
"Accrued Note Interest" shall mean, with re-
spect to any Distribution Date, the sum of the
Noteholders' Monthly Accrued Interest for such Distribu-
tion Date and the Noteholders' Interest Carryover Short-
fall for such Distribution Date.
"Act" shall have the meaning specified in
Section 11.3(a) of the Indenture.
"Administration Agreement" shall mean the
Administration Agreement, dated as of _________ __, ____,
by and among the Administrator, the Issuer and the Inden-
ture Trustee.
"Administrator" shall mean NationsBank, N.A.,
in its capacity as administrator under the Administration
Agreement, or any successor Administrator thereunder.
"Advance" shall mean the amount, as of the last
day of a Collection Period, which the Servir is required
to advance on the respective Receivable pursuant to
Section 4.4 of the Sale and Servicing Agreement.
"Advance Reserve Withdrawal" shall mean, as of
the last day of the Collection Period and with respect to
each Receivable (other than a Defaulted Receivable), the
amount withdrawn from the Reserve Account equal to the
excess, if any, of (x) the amount of interest due on such
Receivable at its applicable Contract Rate, over (y) the
interest actually received by the Servicer with respect
to such Receivable (whether from the Obligor, [the Yield
Supplement Agreement] or payments of the Purchase Amount)
during or with respect to such Collection Period .
"Affiliate" shall mean, with respect to any
specified Person, any other Person controlling or con-
trolled by or under common control with such specified
Person. For the purposes of this definition, "control"
when used with respect to any Person shall mean the power
to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.
"Amount Financed" in respect of a Receivable
means the amount advanced under the Receivable and relat-
ed costs and shown as such in the contract evidencing
such Receivable and as disclosed for federal Truth-in-
Lending Act purposes.
"Applicable Tax State" shall mean, as of any
date of determination, each state as to which any of the
following is then applicable: (a) a state in which the
Owner Trustee maintains its Corporate Trust Office, (b) a
state in which the Owner Trustee maintains its principal
executive offices, and (c) a state in which the Servicer
regularly conducts servicing and collection operations
other than purely ministerial activities and which relate
to a material portion of the Receivables.
"Authenticating Agent" shall have the meaning
specified in Section 2.14 of the Indenture.
"Authorized Officer" shall mean, (i) with
respect to the Issuer, any officer of the Owner Trustee
who is authorized to act for or on behalf of the Owner
Trustee in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered
by the Owner Trustee to the Indenture Trustee on the
Closing Date (as such list may be modified or supplement-
ed from time to time thereafter) and, for so long as the
Administration Agreement is in full force and effect, any
officer of the Administrator who is authorized to act for
the Administrator in matters relating to the Issuer and
to be acted upon by the Administrator pursuant to the
Administration Agreement; and (ii) with respect to the
Indenture Trustee or the Owner Trustee, any officer
within the Corporate Trust Office of the Indenture Trust-
ee or the Owner Trustee, as the case may be, including
any vice president, assistant vice president, secretary,
assistant secretary or any other officer of the Indenture
Trustee or the Owner Trustee, as the case may be, custom-
arily performing functions similar to those performed by
any of the above designated officers and also, with
respect to a particular matter, any other officer to whom
such matter is referred because of such officer's knowl-
edge of and familiarity with the particular subject and
shall also mean, with respect to the Owner Trustee, any
officer of the Administrator.
"Available Funds" shall mean, for any Distribu-
tion Date, the sum of the Available Interest and the
Available Principal.
"Available Interest" shall mean, with respect
to any Distribution Date, [the excess of (a)] the sum of
(i) Interest Collections for such Distribution Date,
[(ii) the Yield Supplement Deposit Amount for such Dis-
tribution Date], [(iii) [all Advances][the proceeds of
any Advance Reserve Withdrawal] made by the Servicer with
respect to such Distribution Date], [(iv) Investment
Earnings for such Distribution Date,] [(v) the payments,
if any, received under the Interest Rate Cap for such
Distribution Date,] [and (vi) the Net Trust Swap Receipt,
if any, for such Distribution Date], [over (b) the amount
of Outstanding Advances to be reimbursed on or with
respect to such Distribution Date].
"Available Principal" shall mean, with respect
to any Distribution Date, the sum of the following
amounts with respect to the preceding Collection Period:
(i) that portion of all Collections on the Receivables
allocable to principal in accordance with the terms of
the Receivables and the Servicer's customary servicing
procedures; (ii) to the extent attributable to principal,
the Purchase Amount received with respect to each Receiv-
able repurchased by the Sellers or purchased by the
Servicer under an obligation which arose during the
related Collection Period; and (iii) all Liquidation
Proceeds, to the extent allocable to principal, received
during such Collection Period. "Available Principal" on
any Distribution Date shall exclude all payments and
proceeds of any Receivables the Purchase Amount of which
has been distributed on a prior Distribution Date.
"Available Reserve Amount" shall mean, with
respect to any Distribution Date, the amount of funds on
deposit in the Reserve Account on such Distribution Date
[(other than Investment Earnings)] [ less the Certificate
Interest Reserve Amount with respect to such Distribution
Date, in each case,] before giving effect to any reduc-
tion thereto on such Distribution Date.
"Balloon Receivable" shall mean monthly payment
receivables secured by new or used automobiles or light
trucks with a final scheduled payment which is greater by
a more than a minimal amount from the preceding fixed
level monthly installments.
"Bankruptcy Code" shall mean the United States
Bankruptcy Code, 11 U.S.C. 101 et seq., as amended.
"Basic Documents" shall mean the Certificate of
Trust, the Trust Agreement, the Sale and Servicing Agree-
ment, the Indenture, the Administration Agreement, [the
Yield Supplement Agreement,] the Note Depository Agree-
ment, [the Certificate Depository Agreement] and the
other documents and certificates delivered in connection
therewith.
"Benefit Plan" shall have the meaning specified
in Section 3.4(b) of the Trust Agreement.
["Book-Entry Certificates" shall mean a benefi-
cial interest in the Certificates, ownership and trans-
fers of which shall be made through book entries by a
Clearing Agency as described in Section 3.11 of the Trust
Agreement.]
"Book-Entry Notes" shall mean a beneficial
interest in the Notes, ownership and transfers of which
shall be made through book entries by a Clearing Agency
as described in Section 2.11 of the Indenture.
"Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions
or trust companies in New York, New York, Charlotte,
North Carolina, Atlanta, Georgia or Dallas, Texas are
authorized or obligated by law, regulation or executive
order to remain closed.
"Business Trust Statute" shall mean Chapter 38
of Title 12 of the Delaware Code, 12 Delaware Code SECTION 3801
et seq., as amended.
"Certificate" shall mean a physical certificate
evidencing the beneficial interest of a Certificateholder
in the property of the Trust, substantially in the form
of Exhibit A or Exhibit B to the Trust Agreement, as
applicable. Such certificate shall entitle the Certifi-
cateholder thereof to distributions of principal and
interest pursuant to the Trust Agreement from collections
and other proceeds in respect of the Owner Trust Estate;
provided, however, that the Owner Trust Estate has been
pledged to the Indenture Trustee to secure payment of the
Notes and that the rights of Certificateholders to re-
ceive distributions on the Certificates are subordinated
to the rights of the Noteholders as described in the Sale
and Servicing Agreement, the Indenture and the Trust
Agreement.
"Certificate Balance" equals initially, $
and, thereafter, equals the initial Certificate Bal-
ance, reduced by all amounts allocable to principal
previously distributed to Certificateholders. [The
Certificate Balance shall mean, as the context so re-
quires, (i) with respect to all of the Certificates, an
amount equal to, initially, the Initial Certificate
Balance and, thereafter, an amount equal to the Initial
Certificate Balance, reduced by all amounts distributed
to the Certificateholders and allocable to principal or
(ii) with respect to any Certificate, an amount equal to,
initially, the initial denomination of such Certificate
and, thereafter, an amount equal to such initial denomi-
nation, reduced by all amounts distributed in respect of
such Certificate and allocable to principal; provided,
that in determining whether the Certificateholders of
Certificates evidencing the requisite portion or percent-
age of the aggregate Certificate Balance have given any
request, demand, authorization, direction, notice, con-
sent, or waiver hereunder or under any Basic Document,
Certificates owned by the Issuer, any other obligor upon
the Certificates, the Sellers, the Servicer or any Affil-
iate of any of the foregoing Persons shall be disregarded
and deemed to be excluded from the Certificate Balance,
except that, in determining whether the Indenture Trustee
and Owner Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice,
consent, or waiver, only Certificates that a Responsible
Officer of the Indenture Trustee, if applicable, and an
Authorized Officer of the Owner Trustee with direct
responsibility for the administration of the Trust Agree-
ment, if applicable, knows to be so owned shall be so
disregarded. Certificates so owned that have been
pledged in good faith may be regarded as included in the
Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trust-
ee, as applicable, the pledgee's right so to act with
respect to such Certificates and that the pledgee is not
the Issuer, any other obligor upon the Certificates, the
Sellers, the Servicer or any Affiliate of any of the
foregoing Persons.]
"Certificate Depository Agreement" shall mean
the agreement dated the Closing Date, by and among the
Trust, the Owner Trustee, the Administrator and The
Depository Trust Company, as the initial Clearing Agency,
relating to the Certificates, substantially in the form
of Exhibit C to the Trust Agreement.
"Certificate Distribution Account" shall mean
the account established and maintained as such pursuant
to Section 4.1(c) of the Sale and Servicing Agreement.
["Certificate Interest Reserve Amount" shall
mean the lesser of (i) $ less the amount of any
application of the Certificate Interest Reserve Amount to
pay interest on the Certificates on any prior Distribu-
tion Date and (ii) % of the Certificate Balance on such
Distribution Date (before giving effect to any reduction
thereof on such Distribution Date)[; provided, however,
that the Certificate Interest Reserve Amount shall be
zero subsequent to any reduction by any Rating Agency to
less than " " or its equivalent, or withdrawal by any
Rating Agency, of its rating of [the] [any class of]
Notes, unless such rating has been restored].]
"Certificate of Trust" shall mean the Certifi-
cate of Trust in the form of Exhibit C to the Trust
Agreement filed for the Trust pursuant to Section 3810(a)
of the Business Trust Statute.
["Certificate Owner" shall mean, with respect
to any Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency or on the
books of a Person maintaining an account with such Clear-
ing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).]
"Certificate Paying Agent" shall mean any
paying agent or co-paying agent appointed pursuant to
Section 3.9 of the Trust Agreement and shall initially be
the Owner Trustee.
"Certificate Pool Factor" shall mean, as of the
close of business on the last day of a Collection Period,
a seven-digit decimal figure equal to the Certificate
Balance (after giving effect to any reductions therein to
be made on the immediately following Distribution Date)
divided by the Initial Certificate Balance. The Certifi-
cate Pool Factor will be 1.0000000 as of the Closing
Date; thereafter, the Certificate Pool Factor will de-
cline to reflect reductions in the Certificate Balance.
"Certificate Rate" shall mean ____% per annum.
Interest with respect to the Certificates shall be com-
puted on the basis of a 360-day year consisting of twelve
30-day months for all purposes of this Agreement and the
other Basic Documents.
"Certificate Register" and "Certificate Regis-
trar" shall have the respective meanings specified in
Section 3.4 of the Trust Agreement.
"Certificate Underwriters" shall mean the
underwriters named in Schedule I to the Certificate
Underwriting Agreement.
"Certificate Underwriting Agreement" shall mean
the Certificate Underwriting Agreement by and among the
Sellers, and ___________, as representative of the sever-
al Certificate Underwriters.
"Certificateholder" shall mean a Person in
whose name a Certificate is registered in the Certificate
Register.
"Certificateholders' Distribution Amount" shall
mean, with respect to any Distribution Date, the sum of
the Certificateholders' Principal Distribution Amount and
the Accrued Certificate Interest.
"Certificateholders' Interest Carryover Short-
fall" shall mean, with respect to any Distribution Date,
the excess of the sum of the Certificateholders' Monthly
Accrued Interest for the preceding Distribution Date and
any outstanding Certificateholders' Interest Carryover
Shortfall from the close of business on such preceding
Distribution Date, over the amount in respect of interest
that is actually deposited in the Certificate Distribu-
tion Account on such preceding Distribution Date, plus
[thirty (30) days'] interest on such excess, to the
extent permitted by law, at the Certificate Rate.
"Certificateholders' Monthly Accrued Interest"
shall mean, with respect to any Distribution Date, thirty
(30) days of interest at the Certificate Rate on the
Certificate Balance as of the immediately preceding
Distribution Date, after giving effect to all distribu-
tions of principal to the Certificateholders on or prior
to such Distribution Date (or, in the case of the first
Distribution Date, __________ (__) days of interest at
the Certificate Rate on the Initial Certificate Balance).
"Certificateholders' Monthly Principal" shall
mean[, with respect to any Distribution Date prior to the
Distribution Date, the Certificateholders' Percentage of
the Regular Principal.]
"Certificateholders' Percentage" shall mean,
(i) for each Distribution Date to and including the later
to occur of (x) the Distribution Date next succeeding the
Distribution Date on which the principal amount of the
Notes is reduced to zero [and (y) the 199 Distribu-
tion Date], zero, and (ii) for each Distribution Date
thereafter to and including the Distribution Date on
which the Certificate Balance is reduced to zero, the
percentage equivalent of a fraction, the numerator of
which is the outstanding Certificate Balance on the
Distribution Date immediately preceding the Distribution
Date for which the Certificateholders' Percentage is
being calculated (after giving effect to all distribu-
tions made on such immediately preceding Distribution
Date) and the denominator of which is the Pool Balance on
the last day of the Collection Period second preceding
the Distribution Date for which the Certificateholders'
Percentage is being calculated, [unless the Reserve
Account balance is less than [ % of] the Specified
Reserve Account Balance, then the Certificateholders'
Percentage shall be %] [; provided, however, upon any
reduction or withdrawal by any Rating Agency of its
rating of [the] [any class of] Notes, then, with respect
to each Distribution Date thereafter until the principal
amount of all the Notes is paid in full or such rating is
restored, the Certificateholders' Percentage shall mean
zero].
"Certificateholders' Principal Carryover Short-
fall" shall mean, as of the close of business on any
Distribution Date, the excess of the Certificateholders'
Monthly Principal and any outstanding Certificateholders'
Principal Carryover Shortfall from the preceding Distri-
bution Date over the amount in respect of principal that
is actually deposited in the Certificate Distribution
Account.
"Certificateholders' Principal Distribution
Amount" shall mean, with respect to any Distribution
Date, the sum of the Certificateholders' Monthly Princi-
pal for such Distribution Date and the
Certificateholders' Principal Carryover Shortfall as of
the close of the preceding Distribution Date; provided,
however, that the Certificateholders' Principal Distribu-
tion Amount shall not exceed the Certificate Balance. [In
addition, on the Final Scheduled Distribution Date, the
principal required to be distributed to Certificatehold-
ers will include the lesser of (a) any principal due and
remaining unpaid on each Simple Interest Receivable, in
each case, in the Trust as of the Final Scheduled Maturi-
ty Date or (b) the portion of the amount required to be
advanced under clause (a) above that is necessary (after
giving effect to the other amounts to be deposited in the
Certificate Distribution Account on such Distribution
Date and allocable to principal) to reduce the Certifi-
cate Balance to zero, and, in the case of clauses (a)
and (b), remaining after any required distribution in
respect of the Notes.]
"Class" means a class of Notes, which may be
the Class A-1 Notes, the Class A-2 Notes or the Class A-3
Notes.
"Class A-1 Final Scheduled Distribution Date"
shall mean the ____________ Distribution Date.
"Class A-1 Noteholder" shall mean the Person in
whose name a Class A-1 Note is registered on the Note
Register.
"Class A-1 Notes" shall mean the $______ __%
Class A-1 Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-
1 to the Indenture.
"Class A-1 Rate" shall mean __% per annum.
Interest with respect to the Class A-1 Notes shall be
computed on the basis of [actual days elapsed and a 360-
day year] [a 360-day year consisting of twelve 30-day
months] for all purposes of the Sale and Servicing Agree-
ment and the other Basic Documents.
"Class A-2 Final Scheduled Distribution Date"
shall mean the ____________ Distribution Date.
"Class A-2 Noteholder" shall mean the Person in
whose name a Class A-2 Note is registered on the Note
Register.
"Class A-2 Notes" shall mean the $______ __%
Class A-2 Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-
2 to the Indenture.
["Class A-2 Rate" shall mean __% per annum.
Interest with respect to the A-2 Notes shall be computed
on the basis of a 360-day year consisting of twelve 30-
day months for all purposes of the Sale and Servicing
Agreement and the other Basic Documents.]
"Class A-3 Final Scheduled Distribution Date"
shall mean the ____________ Distribution Date.
"Class A-3 Noteholder" shall mean the Person in
whose name a Class A-3 Note is registered on the Note
Register.
["Class A-3 Notes" shall mean the $______ __%
Class A-3 Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-
3 to the Indenture.]
["Class A-3 Rate" shall mean __% per annum.
Interest with respect to the Class A-3 Notes shall be
computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Sale and
Servicing Agreement and the other Basic Documents.]
"Clearing Agency" shall mean an organization
registered as a "clearing agency" pursuant to Section 17A
of the Exchange Act.
"Clearing Agency Participant" shall mean a
broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.
"Closing Date" shall mean _________ __, ____.
"Code" shall mean the Internal Revenue Code of
1986, as amended, and Treasury Regulations promulgated
thereunder.
"Collateral" shall have the meaning specified
in the Granting Clause of the Indenture.
"Collection Account" shall mean the account or
accounts established and maintained as such pursuant to
Section 4.1(a) of the Sale and Servicing Agreement.
"Collection Period" shall mean each calendar
month during the term of this Agreement or, in the case
of the initial Collection Period, the period from the
Cutoff Date to and including the last day of the month in
which the Cutoff Date occurred.
"Collections" shall mean all amounts collected
by the Servicer (from whatever source) on or with respect
to the Receivables.
"Commission" shall mean the Securities and
Exchange Commission.
"Computer Tape" shall mean the computer tape
generated by the Sellers which provides information
relating to the Receivables and which was used by the
Sellers in selecting the Receivables conveyed to the
Trust hereunder.
"Contract Rate" shall mean, with respect to a
Receivable, the rate per annum of interest charged to the
Obligor on the outstanding Principal Balance of such
Receivable in accordance with the terms thereof.
"Corporate Trust Office" shall mean, (i) with
respect to the Owner Trustee, the principal corporate
trust office of the Owner Trustee located at ___________
_______________, Delaware _____ or at such other address
as the Owner Trustee may designate from time to time by
notice to the Certificateholders and the Depositors, or
the principal corporate trust office of any successor
Owner Trustee (the address of which the successor Owner
Trustee will notify the Certificateholders and the Depos-
itors); and (ii) with respect to the Indenture Trustee,
the principal corporate trust office of the Indenture
Trustee located at ______________, or at such other
address as the Indenture Trustee may designate from time
to time by notice to the Noteholders and the Issuer, or
the principal corporate trust office of any successor
Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the
Issuer).
"Cutoff Date" shall mean _________ __, ____.
"Cutoff Date Principal Balance" means, with
respect to any Receivable, the initial Principal Balance
of such Receivable minus the sum of the portion of all
payments received under such Receivable from or on behalf
of the related Obligor on or prior to the close of busi-
ness of the Servicer on the Cutoff Date and allocable to
principal in accordance with the terms of the Receivable
and the Servicer's customary servicing procedures.
"Dealer" shall mean the dealer who sold a
Financed Vehicle and who originated and assigned the
respective Receivable to a Seller under an existing
Dealer Agreement and Dealer Assignment.
"Dealer Agreement" means an agreement between a
Seller and a Dealer relating to the sale of Receivables
to such Seller and all documents and instruments (other
than the related Dealer Assignments) relating thereto.
"Dealer Assignment" means the executed assign-
ment conveying a Receivable to a Seller.
"Default" shall mean any occurrence that is, or
with notice or the lapse of time or both would become, an
Event of Default.
"Defaulted Receivable" shall mean, with respect
to any Collection Period, a Receivable (other than a
Purchased Receivable) which the Servicer, on behalf of
the Trust, has determined to charge off during such
Collection Period in accordance with its customary ser-
vicing procedures.
"Definitive Certificates" shall have the mean-
ing specified in Section 3.11 of the Trust Agreement.
"Definitive Notes" shall have the meaning
specified in Section 2.11 of the Indenture.
"Delivery", when used with respect to Reserve
Account Property, shall mean:
(a) with respect to bankers' acceptances,
commercial paper, negotiable certificates of deposit
and other obligations that constitute "instruments"
within the meaning of Section 9-105(1)(i) of the UCC
and are susceptible of physical delivery, transfer
thereof to the Indenture Trustee or its nominee or
custodian by physical delivery to the Indenture
Trustee or its nominee or custodian endorsed to, or
registered in the name of, the Indenture Trustee or
its nominee or custodian or endorsed in blank, and,
with respect to a certificated security (as defined
in Section 8-102 of the UCC) transfer thereof (i) by
delivery of such certificated security endorsed to,
or registered in the name of, the Indenture Trustee
or its nominee or custodian or endorsed in blank to
a financial intermediary (as defined in Section
8-313 of the UCC) and the making by such financial
intermediary of entries on its books and records
identifying such certificated securities as belong-
ing to the Indenture Trustee or its nominee or
custodian and the sending by such financial interme-
diary of a confirmation of the purchase of such
certificated security by the Indenture Trustee or
its nominee or custodian, or (ii) by delivery there-
of to a "clearing corporation" (as defined in Sec-
tion 8-102(3) of the UCC) and the making by such
clearing corporation of appropriate entries on its
books reducing the appropriate securities account of
the transferor and increasing the appropriate secu-
rities account of a financial intermediary by the
amount of such certificated security, the identifi-
cation by the clearing corporation of the certifi-
cated securities for the sole and exclusive account
of the financial intermediary, the maintenance of
such certificated securities by such clearing corpo-
ration or a "custodian bank" (as defined in Section
8-102(4) of the UCC) or the nominee of either sub-
ject to the clearing corporation's exclusive con-
trol, the sending of a confirmation by the financial
intermediary of the purchase by the Indenture Trust-
ee or its nominee or custodian of such securities
and the making by such financial intermediary of
entries on its books and records identifying such
certificated securities as belonging to the Inden-
ture Trustee or its nominee or custodian (all of the
foregoing, "Physical Property"), and, in any event,
any such Physical Property in registered form shall
be in the name of the Indenture Trustee or its
nominee or custodian; and such additional or alter-
native procedures as may hereafter become appropri-
ate to effect the complete transfer of ownership of
any such Reserve Account Property to the Indenture
Trustee or its nominee or custodian, consistent with
changes in applicable law or regulations or the
interpretation thereof;
(b) with respect to any securities issued by
the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or by the Federal National Mortgage
Association that is a book-entry security held
through the Federal Reserve System pursuant to
federal book-entry regulations, the following proce-
dures, all in accordance with applicable law, in-
cluding applicable federal regulations and Articles
8 and 9 of the UCC: book-entry registration of such
Reserve Account Property to an appropriate book-
entry account maintained with a Federal Reserve Bank
by a financial intermediary that is also a "deposi-
tory" pursuant to applicable federal regulations and
issuance by such financial intermediary of a deposit
advice or other written confirmation of such book-
entry registration to the Indenture Trustee or its
nominee or custodian of the purchase by the Inden-
ture Trustee or its nominee or custodian of such
book-entry securities; the making by such financial
intermediary of entries in its books and records
identifying such book-entry security held through
the Federal Reserve System pursuant to federal book-
entry regulations as belonging to the Indenture
Trustee or its nominee or custodian and indicating
that such custodian holds such Reserve Account
Property as agent for the Indenture Trustee or its
nominee or custodian; and such additional or alter-
native procedures as may hereafter become appropri-
ate to effect complete transfer of ownership of any
such Reserve Account Property to the Indenture
Trustee or its nominee or custodian, consistent with
changes in applicable law or regulations or the
interpretation thereof; and
(c) with respect to any item of Reserve Ac-
count Property that is an uncertificated security
under Article 8 of the UCC and that is not governed
by clause (b) above, registration on the books and
records of the issuer thereof in the name of the
financial intermediary, the sending of a confirma-
tion by the financial intermediary of the purchase
by the Indenture Trustee or its nominee or custodian
of such uncertificated security, the making by such
financial intermediary of entries on its books and
records identifying such uncertificated certificates
as belonging to the Indenture Trustee or its nominee
or custodian.
"Deposit Date" shall mean the business day
immediately proceeding each Distribution Date.
"Depositor" shall mean a Seller in its capacity
as a Depositor under the Trust Agreement.
"Depository Agreements" shall mean the Note
Depository Agreement and the [Certificate Depository
Agreement], collectively.
"Determination Date" shall mean, with respect
to any Collection Period, the fifth Business Day preced-
ing each Distribution Date.
"Distribution Date" shall mean the _________
(_____) day of each calendar month or, if such day is not
a Business Day, the next succeeding Business Day.
"Electronic Ledger" shall mean the electronic
master record of the motor vehicle retail installment
sales contracts and motor vehicle retail installment
loans of the Sellers.
"Eligible Deposit Account" means either (a) a
segregated account with an Eligible Institution or (b) a
segregated trust account with the trust department of a
depository institution organized under the laws of the
United States of America or any one of the states thereof
or the District of Columbia (or any domestic branch of a
foreign bank), having trust powers and acting as trustee
for funds deposited in such account, so long as the long
term unsecured debt rating of such depository institution
shall have a credit rating from each Rating Agency in one
of its generic rating categories which signifies invest-
ment grade.
"Eligible Institution" means any depository
institution with trust powers, organized under the laws
of the United States or any state thereof, having capital
and surplus in excess of $50,000,000, the deposits of
which are insured to the full extent permitted by law by
the Federal Deposit Insurance Corporation, which is
subject to supervision and examination by federal or
state banking authorities and which has (i) a rating of
at least P-1 from Moody's and A-1+ from S&P with respect
to short-term deposit obligations, or (ii) if such insti-
tution has issued long-term unsecured debt obligations, a
rating of A2 or higher from Moody's and AAA or higher
from S&P with respect to long-term unsecured debt obliga-
tions. If such depository institution publishes reports
of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining
authority, then the combined capital and surplus of such
corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published.
"Eligible Servicer" shall mean (a) any Affili-
ate of a Seller or (b) any Person which, at the time of
its appointment as Servicer or as a subservicer, which
(i) has a net worth of not less than $50,000,000, (ii) is
servicing a portfolio of motor vehicle retail installment
sales contracts and/or motor vehicle retail installment
loans, (iii) is legally qualified, and has the capacity,
to service the Receivables and (iv) has demonstrated the
ability to service a portfolio of motor vehicle retail
installment sales contracts and/or motor vehicle retail
installment loans similar to the Receivables profession-
ally and competently in accordance with standards of
skill and care that are consistent with prudent industry
standards.
"ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
"Event of Default" shall have the meaning
specified in Section 5.1 of the Indenture.
"Event of Servicing Termination" shall mean an
event specified in Section 8.1 of the Sale and Servicing
Agreement.
"Exchange Act" shall mean the Securities Ex-
change Act of 1934, as amended.
"Executive Officer" shall mean, with respect to
any corporation, the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secre-
tary or the Treasurer of such corporation and, with
respect to any partnership, any general partner thereof.
"Expenses" shall have the meaning assigned to
such term in Section 8.2 of the Trust Agreement.
"Final Scheduled Distribution Date" shall mean,
with respect to the Certificates, that Distribution Date
specified in the related prospectus supplement upon which
the last scheduled payment of principal and interest is
made.
"Final Scheduled Maturity Date" shall mean
__________, ____].
"Financed Vehicle" shall mean the Motor Vehi-
cle, together with all accessions thereto, securing an
Obligor's indebtedness under a Receivable.
"General Partner" shall mean [NB-SPC], a Dela-
ware corporation.
"Grant" shall mean to mortgage, pledge, bar-
gain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create, and to grant a lien upon and a
security interest in and right of set-off against, and to
deposit, set over and confirm pursuant to the Indenture.
A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options
(but none of the obligations) of the granting party
thereunder, including the immediate and continuing right
to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collat-
eral and all other monies payable thereunder, to give and
receive notices and other communications, to make waivers
or other agreements, to exercise all rights and options,
to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that
the granting party is or may be entitled to do or receive
thereunder or with respect thereto.
"Indemnified Parties" shall have the meaning
assigned to such term in Section 8.2 of the Trust Agree-
ment.
"Indenture" shall mean the Indenture, dated as
of _______ __, ____, by and between the Trust and the
Indenture Trustee.
"Indenture Trust Accounts" shall have the
meaning specified in Section 4.1(d) of the Sale and
Servicing Agreement.
"Indenture Trust Account Property" shall mean
all amounts on deposit in and credited to the Indenture
Trust Accounts, including any Permitted Investments
(whether in the form of deposit accounts, Physical Prop-
erty, book-entry securities, uncertificated securities or
otherwise), and all proceeds thereof.
"Indenture Trustee" shall mean __________, a
_________ banking corporation, as Indenture Trustee under
the Indenture, or any successor Indenture Trustee under
the Indenture.
"Independent" shall mean, when used with re-
spect to any specified Person, that such Person (a) is in
fact independent of the Issuer, any other obligor on the
Notes, the Sellers and any Affiliate of any of the fore-
going Persons, (b) does not have any direct financial
interest or any material indirect financial interest in
the Issuer, any such other obligor, the Sellers or any
Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the
Sellers or any Affiliate of any of the foregoing Persons
as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
"Independent Certificate" shall mean a certifi-
cate or opinion to be delivered to the Indenture Trustee
under the circumstances described in, and otherwise
complying with, the applicable requirements of Section
11.1 of the Indenture, made by an Independent appraiser
or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that
the signer has read the definition of "Independent" in
this Indenture and that the signer is Independent within
the meaning thereof.
"Initial Certificate Balance" shall mean, as
the context so requires, (i) with respect to all of the
Certificates, $_____________ or (ii) with respect to any
Certificate, an amount equal to the initial denomination
of such Certificate.
"Initial Pool Balance" shall mean
$______________.
"Insolvency Event" shall mean, with respect to
any Person, (i) the making of a general assignment for
the benefit of creditors, (ii) the filing of a voluntary
petition in bankruptcy, (iii) being adjudged a bankrupt
or insolvent, or having had entered against such Person
an order for relief in any bankruptcy or insolvency
proceeding, (iv) the filing by such Person of a petition
or answer seeking reorganization, arrangement, composi-
tion, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, (v) the
filing by such Person of an answer or other pleading
admitting or failing to contest the material allegations
of a petition filed against such Person in any proceeding
specified in (vii) below, (vi) seeking, consent to or
acquiescing in the appointment of a trustee, receiver or
liquidator of such Person or of all or any substantial
part of the assets of such Person or (vii) the failure to
obtain dismissal within 60 days of the commencement of
any proceeding against such Person seeking reorganiza-
tion, arrangement, composition, readjustment, liquida-
tion, dissolution or similar relief under any statute,
law or regulation, or the entry of any order appointing a
trustee, liquidator or receiver of such Person or of such
Person's assets or any substantial portion thereof.
"Insurance Policies" mean all comprehensive and
collision, fire and theft insurance policies maintained
by the Obligors naming a Seller as an additional insured
or loss payee and any credit and disability and physical
damage insurance policies maintained by the Obligors and
benefitting any holder of the Receivables.
"Interest Collections" shall mean, with respect
to any Distribution Date, the sum of the following
amounts with respect to the preceding Collection Period:
(i) that portion of all Collections on the Receivables
allocable to interest in accordance with the terms of the
Receivables and the Servicer's customary servicing proce-
dures; (ii) all Liquidation Proceeds, to the extent
allocable to interest, received during such Collection
Period; (iii) all Recoveries; and (iv) to the extent
attributable to accrued interest, the Purchase Amount
with respect to each Receivable repurchased by the Sell-
ers or purchased by the Servicer under an obligation
which arose during such Collection Period. "Interest
Collections" for any Distribution Date shall exclude all
payments and proceeds of any Receivables the Purchase
Amount of which has been distributed on a prior Distribu-
tion Date.
"Investment Earnings" shall mean all investment
earnings on any Indenture Trust Account Property net of
losses and investment expenses related thereto.
"Issuer" shall mean the Trust unless a succes-
sor replaces it and, thereafter, means the successor and
for purposes of any provision contained in the Indenture
and required by the TIA, each other obligor on the Notes.
"Issuer Order" and "Issuer Request" shall mean
a written order or request signed in the name of the
Issuer by any one of its Authorized Officers and deliv-
ered to the Indenture Trustee.
"Lien" shall mean a security interest, lien,
charge, pledge, equity, or encumbrance of any kind other
than tax liens, mechanics' liens, and any liens which
attach to the respective Receivable by operation of law.
"Limited Partnership Act" shall mean the Dela-
ware Revised Uniform Limited Partnership Act, Chapter 17
of Title 6 of the Delaware Code, 17 Delaware Code SECTION 101
et seq., as amended
"Liquidation Proceeds" shall mean, with respect
to any Distribution Date and any Receivable which has
become a Defaulted Receivable during the related Collec-
tion Period, the monies collected with respect to such
Defaulted Receivable (from whatever source, including
from the Dealer Agreements and Insurance Policies, sale
of a Financed Vehicle or recovery of a deficiency bal-
ance) during the Collection Period in which such Receiv-
able became a Defaulted Receivable, net of the sum of (i)
any fees, costs or expenses incurred by the Servicer in
connection with the collection of such Receivable and the
disposition of the Financed Vehicle as permitted by
Section 3.3 of the Sale and Servicing Agreement and (ii)
any payments required by law to be remitted to the Obli-
gor, but, in any event, not less than zero. Liquidation
Proceeds shall be applied first to accrued and unpaid
interest on the Receivable and then to the Principal
Balance thereof.
"Moody's" shall mean Moody's Investors Service,
Inc.
"Motor Vehicle" means a new or used automobile,
van or light-duty truck which is the subject of a motor
vehicle retail installment sales contract originated by a
Dealer.
"NAFC" shall mean NationsBanc Auto Funding Corporation,
a limited purpose Delaware corporation, wholly-owned by
NationsBank, NA.
"Noteholder" shall mean the Person in whose
name a Note is registered on the Note Register.
"Noteholders' Accelerated Principal" means,
[with respect to each Distribution Date, ___% of the
portion, if any, of Available Funds for such Collection
Period remaining on such Distribution Date, in each case
after giving effect to the payment of (i) the Servicing
Fee[ and any overdue Servicing Fees], (ii) the interest
[due][accrued] on the Notes, (iii) the [Noteholders'
Percentage of the] Regular Principal, (iv) the interest
[due][accrued] on the Certificates, (v) the portion of
the Regular Principal distributed to the Certificatehold-
ers [pursuant to Section 4.6 of the Sale and Servicing
Agreement], and (vi) the amount, if any, required to be
deposited in the Reserve Account on such Distribution
Date [plus the excess of the amount on deposit in the
Reserve Account on such Distribution Date (after giving
effect to all deposits or withdrawals therefrom on such
Distribution Date) over the Specified Reserve Account
Balance)]..
"Noteholders' Interest Carryover Shortfall"
shall mean, with respect to any Distribution Date, the
excess of the Noteholders' Monthly Accrued Interest for
the preceding Distribution Date and any outstanding
Noteholders' Interest Carryover Shortfall on such preced-
ing Distribution Date, over the amount in respect of
interest that is actually deposited in the Note Payment
Account on such preceding Distribution Date, plus inter-
est on the amount of interest due but not paid to
Noteholders on the preceding [Distribution] [Payment]
Date, to the extent permitted by law, at the [respective]
Note Interest Rate[s] borne by [each class of] the Notes
for the [related Interest Period] [period from and in-
cluding the prior Distribution Date to but excluding such
Distribution Date] [plus 2.00% per annum].
"Noteholders' Monthly Accrued Interest" shall
mean, with respect to any Distribution Date, interest
accrued for the [related Interest Period] [period from
and including the Closing Date (in the case of the first
Distribution Date) or from and including the prior Dis-
tribution Date to but excluding such Distribution Date]
on [the] [each class of] Notes at the [respective] Note
Interest Rate [for such class] on the outstanding princi-
pal amount of the Notes [of such class] on the immediate-
ly preceding [Distribution] [Payment] Date after giving
effect to all payments of principal to the Noteholders
[of such class] on or prior to such [Distribution] [Pay-
ment] Date (or, in the case of the first [Distribution]
[Payment] Date, on the Closing Date).
"Noteholders' Monthly Principal" shall mean,
with respect to any Distribution Date, the sum of (i) the
Noteholders' Percentage of the Regular Principal plus
(ii) the Noteholders' Accelerated Principal. [Or, state
other method or formula for determining the Noteholders'
Monthly Principal.]
"Noteholders' Payment Amount" shall mean, with
respect to any Distribution Date, the sum of the
Noteholders' Principal Payment Amount and the Accrued
Note Interest.
["Noteholders' Percentage" shall mean (i) 100%
for each Distribution Date to and including the later to
occur of (x) the Distribution Date next succeeding the
Distribution Date, on which the principal amount of the
[Class A-1] Notes is reduced to zero [and (y) the 199
Distribution Date], (ii) for each Distribution Date
thereafter to and including the Distribution Date on
which the principal amount of the [Class A-3] Notes is
reduced to zero, the percentage equivalent of a fraction,
the numerator of which is the outstanding principal
amount of the Notes on the Distribution Date immediately
preceding the Distribution Date for which the
Noteholders' Percentage is being calculated (after giving
effect to all distributions made on such immediately
preceding Distribution Date) and the denominator of which
is the Pool Balance on the last day of the Collection
Period second preceding the Distribution Date for which
the Noteholders' Percentage is being calculated, [unless
the Reserve Account balance is less than [ % of] the
Specified Reserve Account Balance, then the Noteholders'
Percentage shall be %,] and (iii) zero for each Dis-
tribution Date thereafter [; provided, however, upon any
reduction or withdrawal by any Rating Agency of its
rating of [the] [any class of] Notes, then, with respect
to each Distribution Date thereafter until the principal
amount of all the Notes is paid in full or such rating is
restored, the Noteholders' Percentage shall mean 100%].
"Noteholders' Principal Carryover Shortfall"
shall mean, as of the close of any Distribution Date, the
excess of the Noteholders' Monthly Principal and any
outstanding Noteholders' Principal Carryover Shortfall
from the preceding Distribution Date over the amount in
respect of principal that is actually deposited in the
Note Payment Account.
"Noteholders' Principal Payment Amount" shall
mean, with respect to any Distribution Date, the sum of
the Noteholders' Monthly Principal for such Distribution
Date and the Noteholders' Principal Carryover Shortfall
as of the close of the preceding Distribution Date;
provided, however, that the Noteholders' Principal Pay-
ment Amount shall not exceed the outstanding principal
amount of the Notes; and provided, further, that (i) the
Noteholders' Principal Payment Amount on the [Class A-1]
Final Scheduled [Distribution] [Payment] Date shall not
be less than the amount that is necessary (after giving
effect to other amounts [on deposit and] to be deposited
in the Note Payment Account on such Distribution Date and
allocable to principal) to reduce the outstanding princi-
pal amount of the [Class A-1] Notes to zero[; (ii) the
Noteholders' Principal Payment Amount on the Class A-2
Final Scheduled [Distribution] [Payment] Date shall not
be less than the amount that is necessary (after giving
effect to other amounts [on deposit and] to be deposited
in the Note Payment Account on such Distribution Date and
allocable to principal) to reduce the outstanding princi-
pal amount of the Class A-2 Notes to zero; and (iii) on
the Class A-3 Final Scheduled [Distribution] [Payment]
Date the Noteholders' Principal Payment Amount shall not
be less than the amount that is necessary (after giving
effect to other amounts [on deposit and] to be deposited
in the Note Payment Account on such Distribution Date and
allocable to principal) to reduce the outstanding princi-
pal amount of the Class A-3 Notes to zero].
"Note Depository Agreement" shall mean the
agreement dated __________ __, ____, by and among the
Trust, the Indenture Trustee and The Depository Trust
Company, as the initial Clearing Agency, relating to the
Notes, substantially in the form of Exhibit B to the
Indenture.
["Note Interest Rate" shall mean the Class A-1
Rate, the Class A-2 Rate or the Class A-3 Rate, as appli-
cable.]
"Note Owner" shall mean, with respect to any
Book-Entry Note, the Person who is the beneficial owner
of such Book-Entry Note, as reflected on the books of the
Clearing Agency or on the books of a Person maintaining
an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect partici-
pant, in each case in accordance with the rules of such
Clearing Agency).
"Note Paying Agent" shall mean the Indenture
Trustee or any other Person that meets the eligibility
standards for the Indenture Trustee specified in Section
6.11 of the Indenture and is authorized by the Issuer to
make payments to and distributions from the Collection
Account and the Note Payment Account, including payment
of principal of or interest on the Notes on behalf of the
Issuer.
"Note Payment Account" shall mean the account
established and maintained as such pursuant to Section
4.1(b) of the Sale and Servicing Agreement.
"Note Pool Factor" shall mean, with respect to
each Class of Notes as of the close of business on the
last day of a Collection Period, a seven-digit decimal
figure equal to the outstanding principal balance of such
Class of Notes (after giving effect to any reductions
thereof to be made on the immediately following Distribu-
tion Date) divided by the original outstanding principal
balance of such Class of Notes. The Note Pool Factor
will be 1.0000000 as of the Closing Date; thereafter, the
Note Pool Factor will decline to reflect reductions in
the outstanding principal amount of such Class of Notes.
"Note Register" and "Note Registrar" shall have
the respective meanings specified in Section 2.5 of the
Indenture.
"Note Underwriting Agreement" shall mean the
Note Underwriting Agreement by and among the Sellers and
, as representative of the several Note
Underwriters.
"Notes" shall mean the Class A-1 Notes, the
Class A-2 Notes[ and the Class A-3 Notes], collectively.
"Obligor" means the purchaser or the co-pur-
chasers of the Financed Vehicle purchased in part or in
whole by the execution and delivery of the related Re-
ceivable or the borrower or co-borrowers under the relat-
ed Receivable the proceeds of which were applied to
purchase in part or in whole the Financed Vehicle, and
any other co-signer, guarantor or surety of the Receiv-
able who owes or may be liable for payments under such
Receivable.
"Officer's Certificate" shall mean (i) with
respect to the Trust, a certificate signed by any Autho-
rized Officer of the Trust and (ii) with respect to a
Seller or the Servicer, a certificate signed by the
chairman of the board, the president, any executive vice
president, any senior vice president, any vice president,
the treasurer, any assistant treasurer, the controller or
any assistant controller [(or any director or officer
similar or equivalent to any of the foregoing in this
clause (ii))] of such Seller or the Servicer, as applica-
ble.
"Opinion of Counsel" shall mean a written
opinion of counsel which counsel shall be acceptable to
the Indenture Trustee, the Owner Trustee or the Rating
Agencies, as applicable.
"Optional Purchase Percentage" shall mean 5%.
"Outstanding" shall mean with respect to the
Notes, as of the date of determination, all Notes there-
tofore authenticated and delivered under the Indenture
except:
(i) Notes theretofore cancelled by the
Note Registrar or delivered to the Note Regis-
trar for cancellation;
(ii) Notes or portions thereof the pay-
ment for which money in the necessary amount
has been theretofore deposited with the Inden-
ture Trustee or any Note Paying Agent in trust
for the Noteholders of such Notes (provided,
however, that if such Notes are to be redeemed,
notice of such redemption has been duly given
pursuant to this Indenture or provision for
such notice has been made, satisfactory to the
Indenture Trustee); and
(iii) Notes in exchange for or in lieu of
which other Notes have been authenticated and
delivered pursuant to this Indenture unless
proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a
bona fide purchaser;
provided, that in determining whether the Noteholders of
Notes evidencing the requisite principal amount of the
Notes Outstanding have given any request, demand, autho-
rization, direction, notice, consent, or waiver under any
Basic Document, Notes owned by the Issuer, any other
obligor upon the Notes, the Sellers, the Servicer or any
Affiliate of any of the foregoing Persons shall be disre-
garded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be pro-
tected in relying on any such request, demand, authoriza-
tion, direction, notice, consent, or waiver, only Notes
that a Responsible Officer of the Indenture Trustee knows
to be so owned shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfac-
tion of the Indenture Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is
not the Issuer, any other obligor upon the Notes, the
Sellers, the Servicer or any Affiliate of any of the
foregoing Persons.
"Outstanding Advances" means, as of any date,
the aggregate of all Advances made by the Servicer with
respect to prior Distribution Dates which have not been
reimbursed pursuant to Section 4.4 of the Sale and Ser-
vicing Agreement.
"Owner Trustee" shall mean ___________________,
a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee under the Trust
Agreement, or any successor Owner Trustee under the Trust
Agreement.
"Owner Trust Estate" shall mean all right,
title and interest of the Trust in, to and under the
property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.
"Owner Trust Property" shall mean, collective-
ly, the Receivables and shall also include and will also
include: (i) such amounts as from time to time are on
deposit in one or more accounts maintained pursuant to
the Sale and Servicing Agreement[, including the Yield
Supplement Account]; (ii) security interests in the
Financed Vehicles and any accessions thereto; (iii) the
Sellers' rights (if any) to receive proceeds from claims
under certain insurance policies covering the Financed
Vehicles or the Obligors, as the case may be; (iv) cer-
tain rights of the Trust to receive payments from the
Reserve Account pursuant to the Sale and Servicing Agree-
ment [and pursuant to the Yield Supplement Agreement],
(v) any property that shall have secured a Receivable and
shall have been acquired by the Trust; (vi) each Seller's
rights relating to the repurchase of Receivables under a
Dealer Agreements and under the documents and instruments
contained in the Receivable Files; (vii) [certain][all]
rebates of premiums and other amounts relating to certain
insurance policies and other items financed under the
Receivables; (viii) the rights of the Trust under the
Sale and Servicing Agreement; (ix) all proceeds of any
and all of the foregoing, including all collections of
Receivables received after the Cut Off Date by the
Servicer or a Seller after the Cut Off Date and (x) all
present and future claims, demands, causes of action and
choses in action in respect of any or all of the forego-
ing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all
of the foregoing, including all proceeds of the conver-
sion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables,
instruments and other property which at any time consti-
tute all or part of or are included in the proceeds of
any of the foregoing.
"Permitted Investments" shall mean, on any date
of determination, book-entry securities, negotiable
instruments or securities represented by instruments in
bearer or registered form with maturities not exceeding
the next Distribution Date which evidence:
(a) direct obligations of, and obligations
fully guaranteed as to timely payment by, the United
States of America or its agencies;
(b) demand deposits, time deposits, certifi-
cates of deposit or bankers' acceptances of certain
depository institutions or trust companies having
the highest rating from the applicable Rating Agen-
cy;
(c) commercial paper having, at the time of
the investment or contractual commitment to invest
therein, a rating from each of the Rating Agencies
in the highest investment category granted thereby;
(d) investments in money market funds having a
rating from each of the Rating Agencies in the
highest investment category granted thereby (includ-
ing funds for which the Indenture Trustee or the
Owner Trustee or any of their respective Affiliates
is investment manager or advisor);
(e) repurchase obligations with respect to any
security that is a direct obligation of, or fully
guaranteed by, the United States of America or any
agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the
United States of America, in either case entered
into with a depository institution or trust company
(acting as principal) described in clause (b); and
(f) any other investment (which may include
retail motor vehicle installment sales contracts)
with respect to which the Issuer or the Servicer has
received written notification from the Rating Agen-
cies that the acquisition of such investment as a
Permitted Investment will not result in a withdrawal
or downgrading of the ratings on the Notes or the
Certificates.
"Person" shall mean any individual, corpora-
tion, estate, partnership, joint venture, association,
joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision
thereof.
"Physical Property" shall have the meaning
assigned to such term in the definition of "Delivery"
above.
"Pool Balance" shall mean on any date of deter-
mination, [the sum of (i)] the aggregate outstanding
Principal Balance of the Receivables on such date [and
(ii) the amount on deposit in the Pre-Funding Account
(excluding any Investment Earnings)].
"Pool Factor" as of the last day of a Collec-
tion Period shall mean a seven-digit decimal figure equal
to the Pool Balance divided by the Initial Pool Balance.
"Predecessor Note" shall mean, with respect to
any particular Note, every previous Note evidencing all
or a portion of the same debt as that evidenced by such
particular Note and, for purposes of this definition, any
Note authenticated and delivered under Section 2.6 of the
Indenture in lieu of a mutilated, lost, destroyed or
stolen Note shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Note.
"Principal Balance" means, as of any time, for
any Receivable, the Cutoff Date Principal Balance minus
the sum of the portions of all payments received from or
on behalf of the related Obligor after the close of
business of the Servicer on the Cutoff Date and prior to
such time of calculation that are allocable to principal
in accordance with the terms of the Receivable and the
Servicer's customary servicing procedures.
"Proceeding" shall mean any suit in equity,
action at law or other judicial or administrative pro-
ceeding.
"Prospectus" shall have the meaning specified
in the Note Underwriting Agreement.
"Purchase Amount" of any Receivable means, with
respect to any Deposit Date, an amount equal to the sum
of (a) the outstanding Principal Balance of such Receiv-
able as of the last day of the preceding Collection
Period and (b) the amount of accrued and unpaid interest
on such Principal Balance at the related Contract Rate
from the date a payment was last made by or on behalf of
the Obligor through the last day of the preceding Collec-
tion Period, and, in the case of each of clauses (a) and
(b), after deducting monies collected on such Receivable
in such preceding Collection Period.
"Purchased Receivable" shall mean on any date
of determination, a Receivable as to which payment of the
Purchase Amount has been made by a Seller or the Servicer
pursuant to the Sale and Servicing Agreement.
"Purchaser" shall mean each Seller in its
individual capacity as Purchaser under an applicable
Dealer Agreement.
"Rating Agency" shall mean each of the nation-
ally recognized statistical rating organizations desig-
nated by the Sellers to provide a rating on the Notes or
the Certificates which is then rating such Notes or
Certificates. If no such organization or successor is
any longer in existence, "Rating Agency" shall be a
nationally recognized statistical rating organization or
other comparable Person designated by the Sellers notice
of which designation shall be given to the Indenture
Trustee, the Owner Trustee and the Servicer.
"Rating Agency Condition" shall mean, with
respect to any action, that each Rating Agency shall have
been given prior notice thereof and that each of the
Rating Agencies shall have notified the Sellers, the
Servicer, the Owner Trustee and the Indenture Trustee in
writing that such action will not result in a reduction
or withdrawal of the then current rating of the Notes or
the Certificates.
"Realized Losses" shall mean, for any Collec-
tion Period and for each Receivable that became a De-
faulted Receivable during such Collection Period, the
excess of (i) the aggregate Principal Balance of such
Receivable over (ii) Liquidation Proceeds received with
respect to such Receivable during such Collection Period,
to the extent allocable to principal.
"Receivable" shall mean any retail motor vehi-
cle installment sales contract which shall appear on the
Schedule of Receivables and any amendments, modifications
or supplements to such retail installment sale contract
which has not been released by the Indenture Trustee and
the Owner Trustee from the Trust.
"Receivable Files" shall mean the documents
specified in Section 2.3 of the Sale and Servicing Agree-
ment.
"Record Date" shall mean, with respect to each
Distribution Date or Redemption Date and any Note or
Certificate, the day immediately preceding such Distribu-
tion Date or Redemption Date or, with respect to any
Definitive Note or Definitive Certificate, the last day
of the Collection Period immediately preceding such
Distribution Date or Redemption Date.
"Recoveries" shall mean, with respect to any
Collection Period, all monies received by the Servicer
with respect to any Defaulted Receivable during any
Collection Period following the Collection Period in
which such Receivable became a Defaulted Receivable, net
of the sum of (i) any fees, costs or expenses incurred by
the Servicer in connection with the collection of such
Receivable and the disposition of the Financed Vehicle as
permitted by Section 3.3 of the Sale and Servicing Agree-
ment (to the extent not previously reimbursed) and (ii)
any payments required by law to be remitted to the Obli-
gor, but, in any event, not less than zero.
"Redemption Date" shall mean (i) in the case of
a redemption of the Notes pursuant to Section 10.1(a) of
the Indenture or a payment to Noteholders pursuant to
Section 10.1(b) of the Indenture, the Distribution Date
specified by the Servicer pursuant to such Section
10.1(a) or (b), as applicable, or (ii) in the case of a
redemption of the Certificates pursuant to Section 9.3(a)
of the Trust Agreement or a distribution to Certificate-
holders pursuant to Section 9.1(c) of the Trust Agree-
ment, the Distribution Date specified by the Owner Trust-
ee pursuant to such Section 9.3(a) or 9.1(c), as applica-
ble.
"Redemption Price" shall mean (i) with respect
to the Notes, an amount equal to the unpaid principal
amount of each Class of Notes plus accrued and unpaid
interest thereon at the applicable Note Interest Rate to
but excluding the Redemption Date and (ii) with respect
to the Certificates, an amount equal to the Certificate
Balance plus accrued and unpaid interest thereon at the
Certificate Rate to but excluding the Redemption Date.
"Registered Noteholder" shall mean the Person
in whose name a Note is registered on the Note Register
on the applicable Record Date.
"Regular Principal" shall mean, with respect to
any Distribution Date, an amount equal to the sum of
Available Principal and Realized Losses, each with re-
spect to the preceding Collection Period.
"Related Agreements" shall have the meaning
specified in the recitals to the Administration Agree-
ment.
"Required Rating" means a rating with respect
to short-term deposit obligations of at least P-1 by
Moody's and at least A-1 by S&P.
"Reserve Account" shall mean the account estab-
lished and maintained as such pursuant to Section 4.7(a)
of the Sale and Servicing Agreement.
"Reserve Account Property" shall have the
meaning specified in Section 4.7(a) of the Sale and
Servicing Agreement.
"Reserve Account Initial Deposit" shall mean,
with respect to the Closing Date, $________________.
"Required Yield Supplement Amount" shall have
the meaning specified in Section 5.1.]
["Required Yield Supplement Balance" means,
with respect to any Distribution Date, an amount equal to
at least the sum of all projected Yield Supplement
Amounts for all future Distribution Dates, assuming that
future scheduled payments on the Receivables are made on
their Due Dates; provided, however, that if on any date
the Servicer shall fail to pay the amount payable under
the Yield Supplement Agreement in accordance with the
terms thereof, then, in such event, the Specified Yield
Supplement Balance shall not thereafter be reduced here-
under.]
"Sale and Servicing Agreement" shall mean the
Sale and Servicing Agreement, dated as of _________ __,
____, by and among the Trust, the Depositors, as sellers,
and NationsBank, N.A., as servicer.
"Scheduled Payment" shall mean, for any Collec-
tion Period for any Receivable, the amount indicated in
such Receivable as required to be paid by the Obligor in
such Collection Period [(without giving effect to defer-
ments of payments pursuant to Section 3.2 of the Sale and
Servicing Agreement or any rescheduling in any insolvency
or similar proceedings)].
"Schedule of Receivables" shall mean the list
identifying the Receivables attached as Schedule A to the
Sale and Servicing Agreement and the Indenture (which
list may be in the form of microfiche).
"Secretary of State" shall mean the Secretary
of State of the State of Delaware.
"Securities Act" shall mean the Securities Act
of 1933, as amended.
"Securityholders" shall mean the Noteholders
and the Certificateholders, collectively.
"Seller" shall mean each of NationsBank, N.A.,
NationsBank, N.A. (South) and NationsBank of Texas, N.A.,
each a national banking association, and each successor
thereto as permitted under the Sale and Servicing Agree-
ment.
"Servicer" shall mean NationsBank, N.A., a
national banking association, as the servicer of the
Receivables, and each successor to NationsBank, N.A. (in
the same capacity) pursuant to Section 7.3 or 8.2 of the
Sale and Servicing Agreement.
"Servicer's Certificate" shall have the meaning
specified in Section 3.9 of the Sale and Servicing Agree-
ment.
"Servicing Fee" shall mean, with respect to a
Collection Period, the fee payable to the Servicer for
services rendered during such Collection Period, which
shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day of the
Collection Period.
"Servicing Fee Rate" shall mean [1.0]% per
annum.
"Simple Interest Method" means the method of
allocating a fixed level payment between principal and
interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the product of
the Contract Rate multiplied by the unpaid principal
balance multiplied by a fraction, the numerator of which
is equal to the number of days since the preceding pay-
ment of interest was made and the denominator of which is
365 or 366 and the remainder of such payment is allocable
to principal.
"Simple Interest Receivable" means any Receiv-
able under which the portion of a payment allocable to
interest and the portion allocable to principal is deter-
mined in accordance with the Simple Interest Method.
"Specified Reserve Account Balance" shall mean,
with respect to any Distribution Date, the sum of (i)
% of the Initial Pool Balance and (ii) % of the Pool
Balance on the first day of the related Collection Peri-
od. [However, so long as on any Distribution Date (ex-
cept the first Distribution Date) the outstanding prin-
cipal amount of the Securities (after giving effect to
distributions made on the prior Distribution Date) is
less than or equal to % of the Pool Balance on the
first day of the related Collection Period, then the
portion of the Specified Reserve Account Balance set
forth in clause (i) above will be reduced to % of the
Initial Pool Balance.] [In addition, so long as on any
Distribution Date (except the first Distribution Date)
the outstanding principal amount of the Securities (after
giving effect to distributions made on the prior Distri-
bution Date) is less than or equal to % of the Pool
Balance on the first day of the related Collection Peri-
od, then such portion of the Specified Reserve Account
Balance set forth in clause (i) above will be reduced to
% of the Initial Pool Balance.] [With respect to the
portion of the Specified Reserve Account Balance set
forth in clause (ii) above, so long as on any Distribu-
tion Date (except the first Distribution Date) the out-
standing principal amount of the Securities (after giving
effect to distributions made on the prior Distribution
Date) is less than or equal to % of the Pool Balance
on the first day of the related Collection Period, then
such portion will be reduced to an amount equal to the
product of (I) the Pool Balance on the first day of the
related Collection Period and (II) the percentage (which
shall not be greater than % or less than zero) equal
to (X) the percentage derived from the fraction, the
numerator of which is the outstanding principal amount of
the Securities (after giving effect to distributions made
on the prior Distribution Date) and the denominator of
which is such Pool Balance less (Y) %.]
"Standard & Poor's" shall mean Standard &
Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.
"State" means any state or commonwealth of the
United States of America, or the District of Columbia.
["Subsequent Transfer Date" shall mean _____.]
"Successor Servicer" shall have the meaning
specified in Section 3.7(e) of the Indenture.
"Supplemental Servicing Fee" shall mean, the
fee payable to the Servicer for certain services rendered
during the respective Collection Period, determined
pursuant to and defined in Section 3.8 of the Sale and
Servicing Agreement.
["Total Required Payment" shall mean, with
respect to any Distribution Date, the sum of (i) the
Servicing Fee and any overdue Servicing Fees, (ii) the
Accrued Note Interest, (iii) the Noteholders' Regular
Principal, (iv) the Accrued Certificate Interest with
respect to such Distribution Date and (v) after all the
Notes have been paid in full, the Certificateholders'
Regular Principal; provided, however, that following the
occurrence and during the continuation of an Event of
Default which has resulted in an acceleration of the
Notes or following an Insolvency Event or a dissolution
with respect to the General Partner, on any Distribution
Date until the Distribution Date on which the outstanding
principal amount of all the Notes has been paid in full,
the Total Required Payment shall mean the sum of the
Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods, the Accrued Note Interest and the
amount necessary to reduce the outstanding principal
amount of all the Notes to zero.]
"Treasury Regulations" shall mean regulations,
including proposed or temporary regulations, promulgated
under the Code. References to specific provisions of
proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other succes-
sor Treasury Regulations.
"Trust" shall mean NationsBank Auto Owner Trust
____-_, a Delaware business trust established pursuant to
the Trust Agreement.
"Trust Agreement" shall mean the Amended and
Restated Trust Agreement dated as of __________ __, ____,
by and between the Sellers, as depositors, and the Owner
Trustee.
"Trust Indenture Act" or "TIA" shall mean the
Trust Indenture Act of 1939, as amended, unless otherwise
specifically provided.
"Trustee Officer" shall mean, with respect to
the Indenture Trustee, any officer within the Corporate
Trust Office of the Indenture Trustee with direct respon-
sibility for the administration of the Indenture and the
other Basic Documents on behalf of the Indenture Trustee
and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particu-
lar subject and, with respect to the Owner Trustee, any
officer within the Corporate Trust Office of the Owner
Trustee with direct responsibility for the administration
of the Trust Agreement and the other Basic Documents on
behalf of the Owner Trustee.
"UCC" shall mean the Uniform Commercial Code as
in effect in any relevant jurisdiction.
["Yield Supplement Account" shall have the
meaning specified in Section 5.1 of the Sale and Servic-
ing Agreement.]
["Yield Supplement Amount" shall have the
meaning specified in Section 5.1 of the Sale and Servic-
ing Agreement.]
["Yield Supplement Agreement" shall mean the
Yield Supplement Agreement, dated as of _________ __,
____, by and between the Sellers and NationsBank, N.A.,
as Servicer, substantially in the form of Exhibit [__] to
the Sale and Servicing Agreement.]
["Yield Supplement Initial Deposit" means cash
or Permitted Investments having a value of at least
$_________.]