Custodial Agreement

EXECUTION COPY


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MULTI-PARTY CUSTODIAL AND SERVICING AGREEMENT


by and among


CARGILL FINANCIAL SERVICES CORPORATION,


Buyer


AUTORICS, INC.,


Seller


BANKERS TRUST COMPANY,


Custodian


and


NAL ACCEPTANCE CORPORATION,


Servicer


Dated as of May 1, 1996


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TABLE OF CONTENTS


Page
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ARTICLE I
DEFINITIONS


Section 1.1. General........................................................................................... 2


Section 1.2. Certain Defined Terms............................................................................. 2


Section 1.3. Incorporation of Certain Definitions.............................................................. 7


Section 1.4. Reference to Time................................................................................. 7


ARTICLE II
CUSTODIAL ARRANGEMENT


Section 2.1. Documents Maintained by Servicer.................................................................. 8


Section 2.2. List of Contracts................................................................................. 8


ARTICLE III
SERVICING


Section 3.1. Duties of Servicer; Standard of Care.............................................................. 8


Section 3.2. Collection of Payments............................................................................ 9


Section 3.3. Realization upon Contracts........................................................................ 10


Section 3.4. Maintenance of Security Interests in Financed
Vehicles........................................................................................ 10


Section 3.5. Servicer's Certificate............................................................................ 10


Section 3.6. Notice of Default................................................................................. 12


Section 3.7. Servicer Expenses................................................................................. 12


Section 3.8. Establishment of Collection Account............................................................... 12


Section 3.9. Collections....................................................................................... 13


Section 3.10. Representations of Servicer...................................................................... 13


Section 3.11. Merger or Consolidation of, or Assumption of
the Obligations of, Servicer................................................................... 15


Section 3.12. Resignation...................................................................................... 15


Section 3.13. Appointment of Successor......................................................................... 15


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Section 3.14. Annual Accountants' Report; Quarterly
Compliance Report.............................................................................. 16


Section 3.15. Temporary Release of Deposited Documents......................................................... 17


ARTICLE IV
CUSTODIAL DUTIES


Section 4.1. Transfer of Contracts; Delivery of Documents...................................................... 17


Section 4.2. The Custodial Receipt and Confirmations........................................................... 18


Section 4.3. Custodial Register................................................................................ 19


Section 4.4. Payments.......................................................................................... 19


Section 4.5. Additional Documents Delivered to Custodian
after an Event of Default....................................................................... 20


Section 4.6. Authorized Persons................................................................................ 20


Section 4.7. Copies of Documents............................................................................... 20


ARTICLE V
OWNERSHIP AND TRANSFER OF CONTRACTS


Section 5.1. The Custodial Receipt and Confirmations........................................................... 21


Section 5.2. No Service Charge for Sale or Transfer of
Contracts....................................................................................... 21


Section 5.3. Persons Deemed Owners............................................................................. 21


Section 5.4. Unilateral Transfer of Contracts Owned by
Seller.......................................................................................... 21


Section 5.5. Transfers to Third Persons........................................................................ 22


Section 5.6. Verification Certificate.......................................................................... 23


ARTICLE VI
CUSTODIAN


Section 6.1. Representations, Warranties and Covenants of
Custodian....................................................................................... 23


Section 6.2. Custodian of Documents............................................................................ 24


Section 6.3. Charges and Expenses.............................................................................. 24


Section 6.4. No Adverse Interests.............................................................................. 25


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Section 6.5. Inspections.................................................................................... 25
Section 6.6. Insurance...................................................................................... 25
Section 6.7. Limitation of Liability........................................................................ 25
Section 6.8. Indemnification................................................................................ 25
Section 6.9. Concerning Custodian........................................................................... 25
Section 6.10. Resignation or Removal of Custodian............................................................ 27
Section 6.11. Successor Custodian............................................................................ 28

ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Amendment...................................................................................... 28
Section 7.2. Consent to Jurisdiction; Waivers of Jury
Trial........................................................................................ 28


Section 7.3. Notices........................................................................................ 29


Section 7.4. Severability of Provisions..................................................................... 30


Section 7.5. No Partnership................................................................................. 30


Section 7.6. Counterparts................................................................................... 30


Section 7.7. Assignment..................................................................................... 30


Section 7.8. Headings....................................................................................... 30


Section 7.9. Further Assurances............................................................................. 31


Section 7.10. Governing Law.................................................................................. 31


EXHIBIT A Custodial Receipt and Confirmation............................................................. A-1 EXHIBIT B Form of Transfer Instructions.................................................................. B-1 EXHIBIT C-1 Form of Assignment ............................................................................ C-1-1 EXHIBIT C-2 Form of Assignment............................................................................. C-2-1 EXHIBIT D Certification.................................................................................. D-1 EXHIBIT E Documentation Checklist........................................................................ E-1 EXHIBIT F Notice to Custodian............................................................................ F-1 EXHIBIT G Notice of Default Certificate.................................................................. G-1 EXHIBIT H Request for Release of Documents and
Receipt ..................................................................................... H-1 EXHIBIT I Verification Certificate....................................................................... I-1


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MULTI-PARTY CUSTODIAL AND SERVICING AGREEMENT


This Multi-Party Custodial and Servicing Agreement (the "Agreement"), dated as of May 1, 1996, is by and among Cargill Financial Services Corporation, a Delaware corporation ("Buyer"), Autorics, Inc., a Delaware corporation ("Seller"), Bankers Trust Company, a New York banking corporation, ("Custodian") and, for the limited purposes set forth herein, NAL Acceptance Corporation ("NAL Acceptance" or "Servicer").


Recitals
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NAL Acceptance originates Contracts and sells such Contracts and the Related Assets relating thereto to Seller;


Pursuant to the Repurchase Agreement, Seller may from time to time enter into Transactions, evidenced by confirmations, to transfer and sell certain Securities to Buyer against transfer of funds from Buyer to Seller;


Seller and Buyer desire to provide for the delivery, servicing, custody and management of the Contracts and the Related Assets which may become subject to a Transaction;


In connection with the foregoing, Seller and Buyer desire to engage Custodian to act as custodian of Contracts and as paying agent for the benefit of Seller, Buyer and subsequent purchasers of Contracts from Buyer, as their interests may appear, and as agent and bailee for Buyer to receive delivery of the Contracts and perfect Buyer's ownership and other security interests in the Contracts and the Related Assets on behalf of Buyer by its possession of Custodian's Contract Files and by being named in its capacity or agent and bailee for Buyer as secured party in financing statements;


NAL Acceptance, or any permitted successor thereto, will act as servicer with respect to the Contracts;


Custodian is willing and able to perform the duties and obligations of a custodian, agent and bailee as set forth herein;


NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, Buyer, Seller, Custodian and, for the limited purposes set forth herein, NAL Acceptance agree as follows:


ARTICLE I
DEFINITIONS


Section 1.1. General. For the purpose of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article include the plural as well as the singular, the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Section references refer to Sections of this Agreement.


Section 1.2. Certain Defined Terms. Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:


"Agent": Subject to the terms of this Agreement, Custodian in its capacity as agent for Buyer and any other Owner (other than Seller).


"Agreement": This Multi-Party Custodial and Servicing Agreement, including all exhibits hereto, and all amendments hereof and supplements hereto.


"Business Day": Any day other than (i) a Saturday or a Sunday or (ii) another day on which banking institutions in the States of Florida or New York are authorized or obligated by law, executive order, or governmental decree to be closed.


"Buyer": Cargill Financial Services Corporation, a Delaware corporation.


"Collections": As defined in Section 3.9 hereof.


"Collection Account": The account established pursuant to Section 3.8 hereof.


"Computer Tape": A computer tape or other electronic medium in a format acceptable to the Custodian generated by Servicer which provides information relating to the Contracts.


"Contracts": Motor vehicle retail installment sales contracts, installment loan agreements and security agreements and all addenda thereto, as amended or supplemented from time to time, secured by Financed Vehicles and purchased by Seller in the ordinary course of its business from NAL Acceptance, all rights to receive payments which are (i) in the case of a Precomputed Contract, due pursuant thereto on or after the related Cut-off Date and (ii) in the case of a Simple Interest Contract, received by Servicer on or after the related Cut-off Date and all other


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proceeds thereof (including without limitation any recourse rights against third persons) from and after the Cut-off Date, but excluding, in the case of a Pre-computed Contract, any rights to receive payments which are due prior to the related Cut-off Date.


"Corporate Trust Office": The principal office of Custodian at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Four Albany Street, 10th Floor, New York, New York 10006 (Attention: Structured Finance Administration).


"Custodial Receipt and Confirmation": A confirmation statement issued by Custodian substantially in the form attached hereto as Exhibit A.


"Custodial Register": The register maintained by Custodian pursuant to Section 4.3, which reflects as to each Contract the Owner thereof.


"Custodian": Bankers Trust Company, a New York banking corporation, in its custodial capacity under this Agreement.


"Custodian's Contract File": As defined in Section 4.1 hereof.


"Cut-off Date": In respect of a Transaction, the date as of which the Contract information for such Transaction is given on the Computer Tape in respect of such Transaction delivered by Seller to Buyer.


"Dealer": The dealer who sold a Financed Vehicle to an Obligor and who originated and assigned the Contract relating to such Financed Vehicle to any Person, including but not limited to, NAL Acceptance, Special Finance, Inc. or Auto Analyst, Inc., as the case may be, in the normal course of business under a Dealer Agreement, and any successor to such Dealer.


"Dealer Agreement": Any purchase and sale agreement between a Dealer and any Person in the business of originating such agreements in the ordinary course of business, which Person shall include but not be limited to NAL Acceptance, Special Finance, Inc. and Auto Analyst, Inc., as the case may be, with respect to such Dealer's motor vehicle retail installment sales contracts, installment loan agreements and security agreements and all addenda thereto, substantially in the form attached to the Repurchase Agreement as Exhibit E, which agreement may not be amended in any material respect without Buyer's prior written consent.


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"Dealer Recourse": With respect to a Contract, all of NAL Acceptance's rights arising under the related Dealer Agreement or otherwise against the Dealer which originated such Contract.


"Eligible Investments": Negotiable instruments or securities represented by instruments in bearer or registered form, or, in the case of deposits described below, deposit accounts held in the name of Custodian for the benefit of Buyer which evidence:


(a) direct obligations of, or obligations fully
guaranteed as to timely payment by, the United States of
America;


(b) demand deposits, time deposits or certificates of
deposit (having original maturities of no more than 365 days)
of depository institutions or trust companies incorporated
under the laws of the United States of America or any state
thereof (or domestic branches of foreign banks) and subject to
supervision and examination by federal or state banking or
depository institution authorities;


(c) commercial paper (having original or remaining
maturities of no more than 30 days);


(d) demand deposits, time deposits and certificates
of deposit which are fully insured by the Federal Deposit
Insurance Corporation;


(e) bankers' acceptances (having original maturities
of no more than 365 days) issued by any depository institution
or trust company referred to in clause (b) above; or


(f) money market funds (including funds for which
Custodian or any of its affiliates is investment manager or
advisor).


"Financed Vehicles": Any new or used automobile or light-duty truck financed by loans and sales contracts arising under Contracts.


"Guaranty": The Limited Guaranty provided by NAL Financial and NAL Acceptance pursuant to the Repurchase Agreement.


"Insurance Policies": Any comprehensive and collision, fire and theft and physical damage insurance policies maintained by Obligors (including, without limitation, the Obligor's


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comprehensive insurance policy), any credit policy (including without limitation credit life and credit disability) and any Risk Default Policy covering the Contracts, Obligors and/or Financed Vehicles.


"List Number": As defined in the Repurchase Agreement.


"List of Contracts": As defined in the Repurchase Agreement.


"NAL Acceptance": NAL Acceptance Corporation, a Florida corporation, and any successor thereto.


"NAL Financial": NAL Financial Group Inc., a Delaware corporation, and any successor thereto.


"Notice Schedule": As defined in Section 5.5 hereof.


"Obligor": The obligor under any Contract.


"Owner": With respect to any Contract and the Related Assets, the Person reflected in the Custodial Register as being the owner thereof.


"Permitted Sale": An arm's length sale of Portfolio Contracts either through (i) a securitization of such Portfolio Contracts or (ii) a "whole loan" sale of such Portfolio Contracts to any Person, which Person shall not be an Affiliate.


"Person": Any legal person, including any individual, corporation, limited liability company, partnership, association, joint venture, joint-stock company, estate, trust, unincorporated organization, governmental entity or other entity of similar nature.


"Portfolio Contract": Each and every Contract purchased by Buyer under the Repurchase Agreement and which has not been otherwise sold, securitized or disposed of by Seller in a Permitted Sale or as otherwise provided in the Repurchase Agreement.


"Precomputed Contract": A Contract pursuant to which the portion of a payment thereon allocable to interest (which may be referred to therein as add-on finance charge) and the portion of a payment thereon allocable to principal (or the amount financed) is determined according to the rule of 78's method or the actuarial method.


"Purchase Date": The date on which Securities are transferred by Seller to Buyer.


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"Purchase Price": With respect to any Transaction, the price to be paid or deemed to be paid by Buyer for the Contracts.


"Related Assets": (i) Seller's security interest in Financed Vehicles, (ii) Seller's rights, remedies, powers and privileges under the Contracts, including any personal guaranty thereof, (iii) Seller's rights, remedies, powers and privileges under the Related Documents, (iv) Seller's rights, remedies, powers and privileges under the Dealer Agreements, including but not limited to Dealer Recourse and any holdback amounts, (v) insurance proceeds under Insurance Policies, (vi) such other financing interests and assets as shall be acceptable to Buyer in its sole discretion, (vii) Records and (viii) all proceeds of the foregoing.


"Related Document": With respect to Seller, this Agreement, the Sale and Purchase Agreement, and the Repurchase Agreement, and with respect to NAL Acceptance, the Sale and Purchase Agreement, the Guaranty and this Agreement, and with respect to NAL Financial, the Guaranty.


"Repurchase Agreement": The Master Repurchase Agreement, dated as of May 1, 1996 between Buyer and Seller, including all amendments and supplements and addenda thereto.


"Repurchase Date": With respect to any Transaction, the date on which the Contracts and the Related Assets are to be repurchased pursuant to the Repurchase Agreement.


"Responsible Officer": When used with respect to Custodian, any officer within the Corporate Trust Office of Custodian including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of Custodian customarily 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 knowledge of and familiarity with such particular subject.


"Risk Default Policy": Any risk default insurance policy providing default insurance with respect to any Contract.


"Sale and Purchase Agreement": The Sale and Purchase Agreement dated as of May __, 1996, by and between NAL Acceptance and Seller pursuant to which NAL Acceptance originates or purchases Contracts and sells the Contracts to Seller, as such document may be amended from time to time with Buyer's prior written consent.


"Seller": Autorics, Inc., a Delaware corporation, and any successor thereto.


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"Servicer": NAL Acceptance, and any successor thereto.


"Servicer's Certificate": As defined in Section 3.5.


"Servicer's Fee": An amount computed as the quotient of (x) the product of (i) three percent (3%), and (ii) the aggregate outstanding amount of Purchased Securities subject to the Repurchase Agreement, determined as of the first day of the immediately preceding Collection Period, and (y) 12.


"Simple Interest Contract": A Contract pursuant to which the portion of a payment thereon allocable to interest is equal to the product of the interest rate for such Contract times the unpaid principal balance times the period of time elapsed since the date on which the preceding payment of interest was made; the remainder of such payment, if any, is allocated to principal.


"Successor Servicing Fee": An amount computed as the quotient of (x) the product of (i) three percent (3%), and (ii) the aggregate outstanding amount of Purchased Securities subject to the Repurchase Agreement, determined as of the first day of the immediately preceding Collection Period, and (y) 12.


"Third Person": A Person other than Seller, Buyer or Custodian which has acquired an interest in the Contracts from Buyer, directly or indirectly, and continues to have an interest in such Contracts.


"Transaction": As defined in the Repurchase Agreement.


"Transfer Instruction": With respect to each Transaction, notification, substantially in the form of Exhibit B hereto, of a Transaction provided by Seller to Custodian. Transfer Instructions may be provided in writing and must be received by Custodian prior to 10: ...