SUPPLEMENTAL CONVEYANCE
For value received in accordance with the Amended and Restated
Master Purchase Agreement dated as of April 1, 1997, (the "Purchase
Agreement"), by and between the undersigned (the "Seller"), and Aegis Auto
Funding Corp. IV, a Delaware corporation (the "Purchaser"), the undersigned
does hereby sell, assign, transfer and otherwise convey unto the Purchaser,
without recourse, (i) all right, title and interest of the undersigned in and to
the Receivables identified on the Schedule of Receivables attached as Schedule
I hereto, all monies constituting Excess Interest Collections thereon and all
other moneys received thereon on and after March 31, 1997 (the "Cutoff
Date"); (ii) the interest of the Seller in the security interests of the
Seller in the Financed Vehicles granted by the Obligors pursuant to the
Receivables; (iii) the interest of the Seller in any Risk Default Insurance
Proceeds and any proceeds from claims on any Insurance Policies (including
the VSI Insurance Policy) covering the Receivables, the Financed Vehicles or
Obligors from the Cutoff Date; (iv) the right of the Seller to realize upon
any property (including the right to receive future Liquidation Proceeds)
that shall have secured a Receivable and have been repossessed by or on
behalf of the Purchaser; (v) the interest of the Seller in any Dealer
Recourse; and (vi) the proceeds of any
and all of the foregoing. The foregoing sale does not constitute and is not
intended to result in any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other person in connection with
the Receivables, Custodian Files, Servicer Files, any insurance policies or any
agreement or instrument relating to any of them.
This Supplemental Conveyance is executed and delivered pursuant to
the Purchase Agreement. The representations, warranties and agreements on
the part of the undersigned contained in the Purchase Agreement are hereby
confirmed.
The undersigned hereby affirms that it has made, constituted and
appointed, and by these presents does make, constitute and appoint Norwest
Bank Minnesota, National Association, a national banking association, as
trustee of the Aegis Auto Receivables Trust 1997-2 ("Trustee"), having its
principal place of business at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000, and its successors or assigns in such capacity, Seller's
true and lawful attorney-in-fact for and in Seller's name, place and stead to
act:
FIRST: To execute and/or endorse any loan agreement, promissory
note, security agreement, financing statement, certificate of title or other
document, instrument, or agreement, or any amendment, modification or
supplement of any of the foregoing and perform any act and covenant in any
way which Seller itself could do (to the fullest extent that the Seller is
permitted by law to act through an agent), which is necessary or appropriate
to modify, amend, renew, extend, release, terminate and/or extinguish (i) any
and all liens and security interests (the "Collateral") granted to or created in
favor of Seller in and to or affecting any of the Receivables described on
Schedule I annexed hereto and by this reference made a part hereof, or (ii)
any indebtedness secured by any such lien or security interest or any right or
obligation of the obligor of such indebtedness or Seller, in each case upon
such terms and conditions deemed, in the sole discretion of said
attorney-in-fact, necessary or appropriate in connection with such
modification, amendment, renewal, extension, release, termination and/or
extinguishment.
SECOND: To agree and to contract with any person, in any manner
and upon terms and conditions deemed, in the sole discretion of said
attorney-in-fact, necessary or appropriate for the accomplishment of any such
modification, amendment, renewal, extension, release, termination and/or
extinguishment of any such lien, security interest, indebtedness, right or
obligation referred to above with respect to the Receivables or the Collateral;
to perform, rescind, reform, release or modify any such agreement or contract
or any similar agreement or contract made by or on behalf of the principal;
to execute, acknowledge, seal and deliver any contract, agreement, certificate
of title or other document, agreement or instrument creating, evidencing,
securing or secured by any such lien, security interest, indebtedness, right or
obligation; and to take all such other actions and steps, pay or receive such
moneys and to execute, acknowledge, seal and deliver all such other
certificates, documents and agreements as said attorney-in-fact may deem
necessary or appropriate to consummate any such modification, amendment,
renewal, extension, release, termination and/or extinguishment of any such
security interest, lien, indebtedness, right or obligation, or in furtherance of
any of the transactions contemplated by the foregoing.
THIRD: With full and unqualified authority to delegate any or all of
the foregoing powers to any person or persons whom said attorney-in-fact
shall select.
FOURTH: This power of attorney shall not be affected by the
subsequent disability or incompetence of the principal.
FIFTH: This power of attorney shall be irrevocable and coupled with
an interest.
SIXTH: To induce any third party to act hereunder, Seller hereby
agrees that any third party receiving a duly executed copy or facsimile of this
instrument may act hereunder, and that any notice of revocation or termination
hereof or other revocation or termination hereof by operation of law shall be
ineffective as to such third party.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Supplemental Conveyance to be duly executed as of April 16, 1997.
AEGIS AUTO FINANCE INC.
By
Name:
Title:
SCHEDULE I
SCHEDULE OF RECEIVABLES
EXHIBIT B
LOCATION OF SERVICER FILES
System and Services Technology, Inc.
0000 Xxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
American Lenders Facilities, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
