NATIONAL AUTO FINANCE COMPANY, INC.

                               SECURITY AGREEMENT
                               ------------------

         SECURITY AGREEMENT, dated as of September 29, 1997, between NATIONAL
AUTO FINANCE COMPANY, INC., a Delaware corporation (the "Company"), and
BANKBOSTON, N.A., a national banking association, as agent (hereinafter, in such
capacity, the "Agent") for itself and other banking institutions (hereinafter,
collectively, the "Banks") which are or may become parties to a Revolving Credit
Agreement, dated as of September 29, 1997 (as amended and in effect from time to
time, the "Credit Agreement"), among the Company, the Banks and the Agent.

         WHEREAS, it is a condition precedent to the Banks' making any loans or
otherwise extending credit to the Company under the Credit Agreement that the
Company execute and deliver to the Agent, for the benefit of the Banks and the
Agent, a security agreement in substantially the form hereof; and

         WHEREAS, the Company wishes to grant security interests in favor of the
Agent, for the benefit of the Banks and the Agent, as herein provided;

         NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1. DEFINITIONS. All capitalized terms used herein without definitions
            -----------
shall have the respective meanings provided therefor in the Credit Agreement.
All terms defined in the Uniform Commercial Code of the Commonwealth of
Massachusetts and used herein shall have the same definitions herein as
specified therein.

         2.  GRANT OF SECURITY INTEREST.
             --------------------------

                  2.1.  COLLATERAL GRANTED.

                           (a) The Company hereby grants to the Agent, for the
                  benefit of the Agent and the Banks, to secure the payment and
                  performance in full of all of the Obligations, a security
                  interest in and so pledges and assigns to the Agent for the
                  benefit of the Agent and the Banks, the following properties,
                  assets and rights of the Company, wherever located, whether
                  now owned or hereafter acquired or arising, and all proceeds
                  and products thereof (all of the same being hereinafter called
                  the "Collateral"):

                                    All personal and fixture property of every
                           kind and nature including without limitation all
                           furniture, fixtures, equipment, raw materials,
                           inventory, other goods, accounts, spread accounts,
                           excess spread receivables, contract rights, rights to

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                                       2

                           the payment of money, notes, bills, drafts,
                           acceptances, choses in action, and all other debts,
                           obligations and liabilities, in whatever form owing
                           to the Company from any person, firm or corporation
                           or any other legal entity, whether now existing or
                           hereinafter arising, now or hereafter received by or
                           belonging or owing to the Company however the same
                           may have been established or created, all guaranties
                           and securities therefore, all right, title and
                           interest of the Company in the Eligible Vehicles
                           which gave rise thereto, including the rights of
                           repossession, all rights of an unpaid seller of
                           merchandise or services and in the proceeds thereof,
                           all insurance refund claims and all other insurance
                           claims and proceeds, tort claims, chattel paper,
                           documents, instruments, securities and other
                           investment property, deposit accounts and all general
                           intangibles including, without limitation, all tax
                           refund claims, license fees, patents, patent
                           applications, trademarks, trademark applications,
                           trade names, copyrights, copyright applications,
                           rights to sue and recover for past infringement of
                           patents, trademarks and copyrights, computer
                           programs, computer software, engineering drawings,
                           service marks, customer lists, goodwill, and all
                           licenses, permits, agreements of any kind or nature
                           pursuant to which the Company possesses, uses or has
                           authority to possess or use property (whether
                           tangible or intangible) of others or others possess,
                           use or have authority to possess or use property
                           (whether tangible or intangible) of the Company, and
                           all recorded data of any kind or nature, regardless
                           of the medium of recording including, without
                           limitation, all software, writings, plans,
                           specifications and schematics, except to the extent
                           the grant of such security interest would be in
                           violation of any previously entered into lease or
                           license agreements as in effect on the date hereof.

                           (b) The Company hereby grants to the Agent for the
                  benefit of the Lenders and the Agent a non-exclusive license
                  (the "License") to use the Company's entire right, title and
                  interest in the Company's trademarks, trademark registrations,
                  trademark registration applications, tradenames, service
                  marks, service mark registrations, service mark registration
                  applications and copyrights; provided, that the Agent may
                  exercise its rights under the License only upon or after the
                  occurrence and during the continuance of an Event of Default
                  and upon the written demand of the Agent at any time during
                  such continuance.

                  2.2. EXCLUDED COLLATERAL. Notwithstanding the foregoing
         provisions of this ss.2, such grant of security interest shall not
         extend to, and the term "Collateral" shall not include:

                           (a) all of the Company's right, title and interest in
                  and to (i) Vehicle Loans purchased by an SPV pursuant to a
                  Permitted Securitization Transaction, (ii) all monies due or
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                                       3

                  to become due and all amounts received with respect to such
                  Vehicle Loans and (iii) all proceeds of and collections of
                  such Vehicle Loans, in each case which have been sold by the
                  Company to an SPV pursuant to a Permitted Securitization
                  Transaction; provided however, that the foregoing grant of
                  security interest shall extend to, and the term "Collateral"
                  shall include, any cash or non-cash proceeds received by the
                  Company in exchange for the sale of any Vehicle Loans
                  described in this ss.2.2; and

                           (b) any chattel paper and general intangibles which
                  are now or hereafter held by the Company as licensee, lessee
                  or otherwise, to the extent that (i) such chattel paper and
                  general intangibles are not assignable or capable of being
                  encumbered as a matter of law or under the terms of the
                  license, lease or other agreement applicable thereto (but
                  solely to the extent that any such restriction shall be
                  enforceable under applicable law), without the consent of the
                  licensor or lessor thereof or other applicable party thereto
                  and (ii) such consent has not been obtained; provided,
                  however, that the foregoing grant of security interest shall
                  extend to, and the term "Collateral" shall include, (A) any
                  and all proceeds of such chattel paper and general intangibles
                  to the extent that the assignment or encumbering of such
                  proceeds is not so restricted and (B) upon any such licensor,
                  lessor or other applicable party consent with respect to any
                  such otherwise excluded chattel paper or general intangibles
                  being obtained, thereafter such chattel paper or general
                  intangibles as well as any and all proceeds thereof that might
                  have theretofore have been excluded from such grant of a
                  security interest and the term "Collateral".

                  SS.2.3. CONFIRMATION RELATING TO SECURITIZATION. In connection
         with Permitted Securitization Transactions, the Company and each SPV
         have or shall have entered into agreements pursuant to which from time
         to time certain accounts, contract rights, rights to the payment of
         money, chattel paper instruments, deposit accounts, general
         intangibles, and other assets will be purchased by such SPV from the
         Company, or otherwise contributed to the capital of such SPV by the
         Company. The Agent hereby agrees that any assets and rights of the
         Company sold or contributed to such SPV pursuant to such agreements is
         and shall be acquired by such SPV free and clear of the Agent's
         security interest in such property, right or asset, provided, however,
         that the Agent's security interest shall (a) immediately attach to any
         asset excluded from the Agent's security interest under ss.2.2(a)
         hereof, upon its repurchase by the Company from an SPV, and (b)
         otherwise immediately attach to any and all proceeds received by the
         Company from any SPV in exchange for such sale. The Agent agrees to
         take, at the expense of the Company, such steps as the Company or any
         SPV may reasonably request from time to time to confirm that any asset
         has been released from the Agent's security interest as contemplated by
         this Agreement.

                  2.4. TRADEMARK ASSIGNMENT. Concurrently herewith the Company
         is also executing and delivering to the Agent, for the benefit of the
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                                       4

         Banks and the Agent, the Trademark Assignment pursuant to which the
         Company is assigning to the Agent, for the benefit of the Banks and the
         Agent, certain Collateral consisting of trademarks, service marks and
         trademark and service mark rights, together with the goodwill
         appurtenant thereto. The provisions of the Trademark Assignment are
         supplemental to the provisions of this Agreement, and nothing contained
         in the Trademark Assignment shall derogate from any of the rights or
         remedies of the Agent or any of the Banks hereunder. Nor shall anything
         contained in the Trademark Assignment be deemed to prevent or extend
         the time of attachment or perfection of any security interest in such
         Collateral created hereby.

         3. TITLE TO COLLATERAL, ETC. The Company is the owner of the Collateral
            ------------------------
free from any adverse lien, security interest or other encumbrance, except for
the security interest created by this Agreement and other liens permitted by the
Credit Agreement. None of the Collateral constitutes, or is the proceeds of,
"farm products" as defined in ss.9-109(3) of the Uniform Commercial Code of the
Commonwealth of Massachusetts. None of the account debtors in respect of any
accounts, chattel paper or general intangibles and none of the obligors in
respect of any instruments included in the Collateral is a governmental
authority subject to the Federal Assignment of Claims Act.

         4. CONTINUOUS PERFECTION. The Company's place of business or, if more
            ---------------------
than one, chief executive office is indicated on the Perfection Certificate
delivered to the Agent herewith (the "Perfection Certificate"). The Company will
not change the same, or the name, identity or corporate structure of the Company
in any manner, without providing at least thirty (30) days prior written notice
to the Agent. The Collateral will be kept at those locations listed on the
Perfection Certificate and the Company will not remove the Collateral from such
locations, without providing at least thirty (30) days prior written notice to
the Agent.

         5. NO LIENS. Except for the security interest herein granted and liens
            --------
permitted by the Credit Agreement, the Company shall be the owner of the
Collateral free from any lien, security interest or other encumbrance, and the
Company shall defend the same against all claims and demands of all persons at
any time claiming the same or any interests therein adverse to the Agent or any
of the Banks. The Company shall not pledge, mortgage or create, or suffer to
exist a security interest in the Collateral in favor of any person other than
the Agent, for the benefit of the Banks and the Agent, except for liens
permitted by the Credit Agreement.

         6. NO TRANSFERS. The Company will not sell or offer to sell or
            ------------
otherwise transfer the Collateral or any interest therein except for (a)
transfers of Vehicle Loans to an SPV as part of a Permitted Securitization
Transaction in accordance with the provisions of the Credit Agreement and this
Agreement, (b) releases of inventory to Obligors pursuant to the terms of the
Vehicle Loans and (c) sales otherwise permitted by the Credit Agreement.
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                                       5


         7.  INSURANCE.
             ---------

                  7.1. MAINTENANCE OF INSURANCE. The Company will maintain with
         financially sound and reputable insurers (x) skips, errors and
         omissions insurance with respect to the Vehicle Loans, and (y)
         insurance with respect to its properties and business against such
         casualties and contingencies, in each case as shall be in accordance
         with general practices of businesses engaged in similar activities in
         similar geographic areas. Such insurance shall be in such minimum
         amounts that the Company will not be deemed a co-insurer under
         applicable insurance laws, regulations and policies. In addition, all
         such insurance shall be payable to the Agent as loss payee under a
         "standard" or "New York" loss payee clause for the benefit of the Bank
         and the Agent and the Agent shall be named as additional insured with
         respect to all liability insurance. Without limiting the foregoing, the
         Company will (a) keep all of its physical property insured with
         casualty or physical hazard insurance on an "all risks" basis, with
         broad form flood and earthquake coverages and electronic data
         processing coverage, with a full replacement cost endorsement and an
         "agreed amount" clause in an amount equal to 100% of the full
         replacement cost of such property, (b) maintain all such workers'
         compensation or similar insurance as may be required by law and (c)
         maintain, in amounts and with deductibles equal to those generally
         maintained by businesses engaged in similar activities in similar
         geographic areas, general public liability insurance against claims of
         bodily injury, death or property damage occurring, on, in or about the
         properties of the Company; business interruption insurance; and product
         liability insurance.

                  7.2. INSURANCE PROCEEDS. At the Agent's discretion, all or any
         part of the proceeds of any skips, errors and omissions insurance and
         any casualty insurance in excess of $100,000 in the aggregate shall be
         applied to the Obligations.

                  7.3. NOTICE OF CANCELLATION, ETC. Upon receipt by the Company
         of a cancellation notice with respect to any insurance, the Company
         shall promptly notify the Agent thereof. In the event of failure by the
         Company to provide and maintain insurance as herein provided, the Agent
         may, at its option, provide such insurance and charge the amount
         thereof to the Company. The Company shall furnish the Agent with
         certificates of insurance and policies evidencing compliance with the
         foregoing insurance provision.

         8. MAINTENANCE OF COLLATERAL; COMPLIANCE WITH LAW. The Company will
            ----------------------------------------------
keep the Collateral in good order and repair and will not use the same in
violation of law or any policy of insurance thereon. The Agent, or its designee,
may inspect the Collateral at any reasonable time during normal business hours,
wherever located. The Company will pay promptly when due all taxes, assessments,
governmental charges and levies upon the Collateral or incurred in connection
with the use or operation of such Collateral or incurred in connection with this
Agreement. The Company has at all times operated, and the Company will continue

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                                       6

to operate, its business in compliance with all applicable provisions of the
federal Fair Labor Standards Act, as amended, and with all applicable provisions
of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances.

         9.  COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.
             ----------------------------------------------------------

                  9.1. EXPENSES INCURRED BY AGENT. In its discretion, the Agent
         may discharge taxes and other encumbrances at any time levied or placed
         on any of the Collateral, make repairs thereto and pay any necessary
         filing fees. The Company agrees to reimburse the Agent on demand for
         any and all expenditures so made. The Agent shall have no obligation to
         the Company to make any such expenditures, nor shall the making thereof
         relieve the Company of any default.

                  9.2. AGENT'S OBLIGATIONS AND DUTIES. Anything herein to the
         contrary notwithstanding, the Company shall remain liable under each
         contract or agreement comprised in the Collateral to be observed or
         performed by the Company thereunder. Neither the Agent nor any Bank
         shall have any obligation or liability under any such contract or
         agreement by reason of or arising out of this Agreement or the receipt
         by the Agent or any Bank of any payment relating to any of the
         Collateral, nor shall the Agent or any Bank be obligated in any manner
         to perform any of the obligations of the Company under or pursuant to
         any such contract or agreement, to make inquiry as to the nature or
         sufficiency of any payment received by the Agent or any Bank in respect
         of the Collateral or as to the sufficiency of any performance by any
         party under any such contract or agreement, to present or file any
         claim, to take any action to enforce any performance or to collect the
         payment of any amounts which may have been assigned to the Agent or to
         which the Agent or any Bank may be entitled at any time or times. The
         Agent's sole duty with respect to the custody, safe keeping and
         physical preservation of the Collateral in its possession, under
         ss.9-207 of the Uniform Commercial Code of the Commonwealth of
         Massachusetts or otherwise, shall be to deal with such Collateral in
         the same manner as the Agent deals with similar property for its own
         account.

         10. SECURITIES AND DEPOSITS. The Agent may at any time, at its option,
             -----------------------
transfer to itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional Collateral or
apply it to the Obligations. Whether or not any Obligations are due, the Agent
may demand, sue for, collect, or make any settlement or compromise which it
deems desirable with respect to the Collateral. Regardless of the adequacy of
Collateral or any other security for the Obligations, any deposits or other sums
at any time credited by or due from the Agent or any Bank to the Company may at
any time be applied to or set off against any of the Obligations.

         11. FURTHER ASSURANCES. The Company, at its own expense, shall do,
             ------------------
make, execute and deliver all such additional and further acts, things, deeds,
assurances and instruments as the Agent may require more completely to vest in
and assure to the Agent and the Banks their respective rights hereunder or in
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                                       7

any of the Collateral, including, without limitation, (a) executing, delivering
and, where appropriate, filing financing statements and continuation statements
under the Uniform Commercial Code and (b) obtaining governmental and other third
party consents and approvals, including without limitation any consent of any
licensor, lessor or other applicable party referred to in ss.2.2.

         12.  POWER OF ATTORNEY.
              -----------------

                  12.1. APPOINTMENT AND POWERS OF AGENT. The Company hereby
         irrevocably constitutes and appoints the Agent and any officer or agent
         thereof, with full power of substitution, as its true and lawful
         attorneys-in-fact with full irrevocable power and authority in the
         place and stead of the Company or in the Agent's own name, for the
         purpose of carrying out the terms of this Agreement, to take any and
         all appropriate action and to execute any and all documents and
         instruments that may be necessary or desirable to accomplish the
         purposes of this Agreement and, without limiting the generality of the
         foregoing, hereby gives said attorneys the power and right, on behalf
         of the Company, without notice to or assent by the Company, to do the
         following:

                           (a) upon the occurrence and during the continuance of
                  an Event of Default, generally to sell, transfer, pledge, make
                  any agreement with respect to or otherwise deal with any of
                  the Collateral in such manner as is consistent with the
                  Uniform Commercial Code of the Commonwealth of Massachusetts
                  and as fully and completely as though the Agent were the
                  absolute owner thereof for all purposes, and to do at the
                  Company's expense, at any time, or from time to time, all acts
                  and things which the Agent deems necessary to protect,
                  preserve or realize upon the Collateral and the Agent's
                  security interest therein, in order to effect the intent of
                  this Agreement, all as fully and effectively as the Company
                  might do, including, without limitation, the execution,
                  delivery and recording, in connection with any sale or other
                  disposition of any Collateral, of the endorsements,
                  assignments or other instruments of conveyance or transfer
                  with respect to such Collateral; and

                           (b) to file such financing statements with respect
                  hereto, with or without the Company's signature, or a
                  photocopy of this Agreement in substitution for a financing
                  statement, as the Agent may deem appropriate and to execute in
                  the Company's name such financing statements and amendments
                  thereto and continuation statements which may require the
                  Company's signature.

                  12.2. RATIFICATION BY COMPANY. To the extent permitted by law,
         the Company hereby ratifies all that said attorneys shall lawfully do
         or cause to be done by virtue hereof. This power of attorney is a power
         coupled with an interest and shall be irrevocable.

                  12.3. NO DUTY ON AGENT. The powers conferred on the Agent
         hereunder are solely to protect the interests of the Agent and the
         Banks in the Collateral and shall not impose any duty upon the Agent to

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                                       8

         exercise any such powers. The Agent shall be accountable only for the
         amounts that it actually receives as a result of the exercise of such
         powers and neither it nor any of its officers, directors, employees or
         agents shall be responsible to the Company for any act or failure to
         act, except for the Agent's own gross negligence or willful misconduct.

         13. REMEDIES. If an Event of Default shall have occurred and be
             --------
continuing, the Agent may, without notice to or demand upon the Company, declare
this Agreement to be in default, and the Agent shall thereafter have in any
jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Agent may, so far as the
Company can give authority therefor, enter upon any premises on which the
Collateral may be situated and remove the same therefrom. The Agent may in its
discretion require the Company to assemble all or any part of the Collateral at
such location or locations within the state(s) of the Company's principal
office(s) or at such other locations as the Agent may designate. The Agent shall
give to the Company at least ten (10) Business Days prior written notice of the
time and place of any public sale of Collateral or of the time after which any
private sale or any other intended disposition is to be made. The Company hereby
acknowledges that ten (10) Business Days prior written notice of such sale or
sales shall be reasonable notice. In addition, the Company waives any and all
rights that it may have to a judicial hearing in advance of the enforcement of
any of the Agent's rights hereunder, including, without limitation, its right
following an Event of Default to take immediate possession of the Collateral and
to exercise its rights with respect thereto. To the extent that any of the
Obligations are to be paid or performed by a person other than the Company, the
Company waives and agrees not to assert any rights or privileges which it may
have under ss.9-112 of the Uniform Commercial Code of the Commonwealth of
Massachusetts.

         14. NO WAIVER, ETC. The Company waives demand, notice, protest, notice
             --------------
of acceptance of this Agreement, notice of loans made, credit extended,
Collateral received or delivered or other action taken in reliance hereon and
all other demands and notices of any description. With respect to both the
Obligations and the Collateral, the Company assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest
in any Collateral, to the addition or release of any party or person primarily
or secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Agent may deem advisable. The Agent shall have no duty
as to the collection or protection of the Collateral or any income thereon, nor
as to the preservation of rights against prior parties, nor as to the
preservation of any rights pertaining thereto beyond the safe custody thereof as
set forth in ss.9.2. The Agent shall not be deemed to have waived any of its
rights upon or under the Obligations or the Collateral unless such waiver shall

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                                       9

be in writing and signed by the Agent with the consent of the Majority Banks. No
delay or omission on the part of the Agent in exercising any right shall operate
as a waiver of such right or any other right. A waiver on any one occasion shall
not be construed as a bar to or waiver of any right on any future occasion. All
rights and remedies of the Agent with respect to the Obligations or the
Collateral, whether evidenced hereby or by any other instrument or papers, shall
be cumulative and may be exercised singularly, alternatively, successively or
concurrently at such time or at such times as the Agent deems expedient.

         15. MARSHALLING. Neither the Agent nor any Bank shall be required to
             -----------
marshal any present or future collateral security (including but not limited to
this Agreement and the Collateral) for, or other assurances of payment of, the
Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of the rights of the
Agent hereunder and of the Agent or any Bank in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to
all other rights, however existing or arising. To the extent that it lawfully
may, the Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Agent's rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Company hereby irrevocably waives the benefits of all such laws.

         16. PROCEEDS OF DISPOSITIONS; EXPENSES. The Company shall pay to the
             ----------------------------------
Agent on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by the Agent in protecting, preserving or
enforcing the Agent's rights under or in respect of any of the Obligations or
any of the Collateral. After deducting all of said expenses, the residue of any
proceeds of collection or sale of the Obligations or Collateral shall, to the
extent actually received in cash, be applied to the payment of the Obligations
in such order or preference in such order or preference as is provided in the
Credit Agreement, proper allowance and provision being made for any Obligations
not then due. Upon the final payment and satisfaction in full of all of the
Obligations and after making any payments required by Section 9-504(1)(c) of the
Uniform Commercial Code of the Commonwealth of Massachusetts, any excess shall
be returned to the Company, and the Company shall remain liable for any
deficiency in the payment of the Obligations.

         17. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
             ---------------
Company hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Credit Agreement.

         18. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS INTENDED
             --------------------------------------
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Company
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the non-exclusive jurisdiction of such court and to service of
process in any such suit being made upon the Company by mail at the address
specified in ss.19 of the Credit Agreement. The Company hereby waives any

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                                       10

objection that it may now or hereafter have to the venue of any such suit or any
such court or that such suit is brought in an inconvenient court.

         19. WAIVER OF JURY TRIAL. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL
             --------------------
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives
any right which it may have to claim or recover in any litigation referred to in
the preceding sentence any special, exemplary, punitive or consequential damages
or any damages other than, or in addition to, actual damages. The Company (a)
certifies that neither the Agent or any Bank nor any representative, agent or
attorney of the Agent or any Bank has represented, expressly or otherwise, that
the Agent or any Bank would not, in the event of litigation, seek to enforce the
foregoing waivers and (b) acknowledges that, in entering into the Credit
Agreement and the other Loan Documents to which the Agent or any Bank is a
party, the Agent and the Banks are relying upon, among other things, the waivers
and certifications contained in this ss.19.

         20. MISCELLANEOUS. The headings of each section of this Agreement are
             -------------
for convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its respective successors and assigns, and shall inure to the
benefit of the Agent, the Banks and their respective successors and assigns. If
any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had not been included herein. The
Company acknowledges receipt of a copy of this Agreement.

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                                       11

         IN WITNESS WHEREOF, intending to be legally bound, the Company has
caused this Agreement to be duly executed as of the date first above written.

                           NATIONAL AUTO FINANCE COMPANY, INC.



                           By:________________________________________________
                                  Title:

Accepted:

BANKBOSTON, N.A.,
  as Agent



By:________________________________________
      Timothy G. Clifford,
      Vice President


                          CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OR STATE OF ______________________________________________)
                                                                       )  ss.
COUNTY OF _____________________________________________________________)

         Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this ____ day of _____________, 1997, personally appeared
___________________ to me known personally, and who, being by me duly sworn,
deposes and says that he is the _______________ of National Auto Finance
Company, Inc., and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors, and said ________________
acknowledged said instrument to be the free act and deed of said corporation.



                                 ------------------------------
                                  Notary Public
                                  My commission expires: