CONFORMED COPY
AUTOMOBILE LOAN SALE AGREEMENT
THIS AUTOMOBILE LOAN SALE AGREEMENT (this "Agreement") is by and
between Credit Suisse First Boston Mortgage Capital L.L.C., a Delaware limited
liability company ("CSFB" or "Seller"), and AutoBond Acceptance Corporation, a
Texas corporation ("Buyer"), and dated as of the 19th day of March, 1997.
WITNESSETH:
WHEREAS, this Agreement governs the sale, transfer and assignment
by Seller to Buyer of automobile retail installment finance contracts and other
incidents thereof in accordance with the terms of this Agreement; and
WHEREAS, each Receivable (hereinafter defined) sold hereunder by
Seller to Buyer was purchased by Seller from Jefferson Capital Corp. (the
"Originator") and will be subject to the warranties, representations, covenants
and agreements made by Originator in the Purchase and Sale Agreement dated as of
May 1, 1996 (the "Purchase and Sale Agreement"), by and between the Originator,
as seller and CS First Boston Mortgage Capital Corp. (as predecessor to CSFB),
as purchaser and the Servicing Agreement dated as of May 1, 1996 (the "Servicing
Agreement"), by and among the Originator, as seller, CSFB, as purchaser and Omni
Financial Services of America Inc. ("Omni"), as servicer.
WHEREAS, Seller desires to sell, transfer and assign to Buyer the
Receivables, together with the security agreement, title certificate and any and
all other security documents, agreements or other instruments relating thereto.
NOW, THEREFORE, for and in consideration of the premises and of
the mutual covenants herein set forth and other good and valuable consideration,
and for reasonably equivalent value, the receipt and sufficiency of which are
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. DEFINITIONS
The following terms will have the meanings set forth therefor
herein:
Affiliate means any Person owned or controlled by or under common
control with any other Person. For purposes of this definition "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise.
Agreement means this Automobile Loan Sale Agreement, and all
amendments hereof and supplements hereto.
Assignee means any special purpose entity formed by Buyer or any
of its Affiliates in connection with a securitization or warehousing of all or a
portion of the Receivables.
Business Day means any day other than a Saturday, a Sunday or a
legal holiday on which banks are not open for regular business in the state of
New York.
Closing Date means March 26, 1997.
Cutoff Date means February 28, 1997.
Dealer means the dealer who sold a Financed Vehicle and who
originated and assigned the related Receivable to Originator under an existing
agreement between such dealer and Originator.
Financed Vehicle means an automobile or light-duty truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the related Receivable.
Legal Files means, with respect to each Receivable, (a) the fully
executed original of such Receivable with fully executed assignment from the
related Dealer to Originator, (b) the original certificate of title or the Title
Package, or such other documents evidencing the security interest of Originator
in the Financed Vehicle, (c) evidence of verification of physical damage
insurance coverage and (d) a copy of Obligor's credit application.
Lien means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable by operation of law as a result of any
act or omission by the related Obligor.
Norwest means Norwest Bank Minnesota, National Association, a
national banking association.
Obligor on a Receivable means the purchaser or co-purchasers of
the Financed Vehicle and any other Person who owes payments under the
Receivable.
Originator means Jefferson Capital Corp.
Person means and includes any individual, partnership,
corporation (including a business trust), limited liability company, joint stock
company, trust, unincorporated association, joint venture, or other entity or
government or any agency
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or political subdivision thereof, whether acting in an individual, fiduciary or
other capacity.
Purchase and Sale Agreement has the meaning specified in the
second whereas clause.
Purchase Price means the amount set forth in the separate
settlement schedule attached hereto as Schedule II. The parties agree that such
settlement schedule is intended to represent 96.25% of the aggregate principal
balance of the Receivables as of the Cut off Date plus accrued interest (on a
weighted average gross coupon basis) from the last paid to date for such
Receivable as of the Cut off Date, to but excluding the Closing Date.
Receivable means each retail installment contract identified in
the Schedule of Receivables and sold to Buyer hereunder.
Receivable Files means, all existing documents indicated as
required on the related Dealer Funding Checklist pursuant to the Servicing
Agreement and relating to a Receivable, an Obligor or a Financed Vehicle.
Schedule of Receivables means the Schedule of Receivables
prepared by Buyer and attached hereto as Schedule I, as such schedule may be
amended or supplemented from time to time up to the Closing Date.
Servicing Agreement has the meaning specified in the second
whereas clause.
Title Package means the application for title to a Financed
Vehicle and a copy of the existing title, lien entry form, letter of guaranty or
receipt of registration, or such other similar documents, as applicable, in each
case noting the lien of the Originator on the Financed Vehicle.
UCC means the Uniform Commercial Code as in effect in the
relevant jurisdiction.
VSI Policy means the vendor's single interest insurance policy
issued by U.S. Specialty Insurance Co., attached hereto as Exhibit A.
2. PURCHASE AND SALE PROVISIONS
(a) Seller agrees to sell to Buyer and Buyer agrees to purchase
from Seller all of Seller's right, title and interest in and to the Receivables
and their related Receivable Files, for the Purchase Price to be paid to Seller,
and subject to the terms and conditions set forth in this Agreement. Buyer and
Seller hereby agree that the purchase of any Receivables will be without
recourse against Seller except as provided herein.
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Buyer shall pay to Seller on the Closing Date the Purchase Price in the form of
immediately available funds.
The parties hereto intend that the conveyance hereunder be a
sale. In the event that the conveyance hereunder is not for any reason
considered a sale, the parties intend that Seller be deemed to have granted to
Buyer a first priority perfected security interest in, to and under the
Receivables, and other property conveyed hereunder and all proceeds and products
of any of the foregoing and that this Agreement constitute a security agreement
under applicable law.
(b) In consideration of Buyer's delivery on the Closing Date to
or upon the order of Seller of the Purchase Price with respect to the
Receivables, Seller does hereby agree to sell, transfer, assign, set over and
otherwise convey to Buyer, without recourse, all right, title and interest of
Seller in and to:
(i) the Receivables listed on the Schedule of Receivables;
(ii) the security interests in the Financed Vehicles granted
by Obligors pursuant to such Receivables and any other interest of
Seller in such Financed Vehicles;
(iii) any proceeds with respect to such Receivables from
claims on the VSI Policy with respect to the Receivables, and any other
physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors;
(iv) all of Seller's rights and obligations under each of the
Purchase and Sale Agreement and the Servicing Agreement (as modified by
the Servicer and the Buyer) with respect to such Receivables;
(v) all of Seller's rights under each existing agreement
with a Dealer and any proceeds with respect to such Receivables from
recourse to Dealers thereon;
(vi) any Financed Vehicle that shall have secured any such
Receivable and shall have been acquired by or on behalf of Seller or
Buyer;
(vii) the Receivable Files;
(viii) all collections of principal from the Receivables
received on and after the Cutoff Date and all collections of interest
from the Receivables received on and after the date last paid thereon;
and
(ix) all proceeds and records (including computer records)
relating to any and all of the foregoing.
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(c) On any Business Day prior to the Closing Date, Buyer shall
forward to Seller a current Schedule of Receivables that it has agreed to
purchase hereunder. Upon receipt of such list, Seller shall immediately cause
the Legal Files with regard to each Receivable included on such list to be
forwarded to Norwest for processing in contemplation of the anticipated
securitization or warehousing thereof. Seller's obligation to deliver such files
shall be contingent upon the issuance by Norwest to Seller of a trust receipt
regarding each such file it receives stating that Norwest is holding such file
in trust for the benefit of Seller until the Closing Date. In the event that
Buyer does not remit the Purchase Price for the Receivables upon failure of a
condition specified in Section 7, Buyer shall instruct Norwest to immediately
return all Legal Files to Seller.
3. ASSIGNMENT OF INSURANCE
Seller further agrees to sell, assign, transfer and set over to
Buyer in connection with the Receivables purchased hereunder all of Seller's
interest under the VSI Policy and each and every other policy or certificate of
insurance, if any, to the extent such relates to the Receivables, together with
all pending insurance claims, if any, and the proceeds thereof, if any, in
connection with any of the Receivables. Seller shall notify, or cause to be
notified, the VSI Policy carrier and request the Buyer to be named as an
additional insured under such policy with respect to the Receivables and Seller
will instruct said carriers to pay to Buyer any and all funds, unearned
premiums, and returned premium claims due or hereafter to become due to Seller
to the extent such amounts are received after the Cutoff Date and relate to the
Receivables. In the event that Seller nonetheless receives any such amounts in
respect of the Receivables under the VSI Policy, it agrees to hold such amounts
in trust for the Buyer and agrees to immediately forward such amounts to Buyer.
4. REPRESENTATIONS AND WARRANTIES OF BUYER
(a) Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation, and it has
all requisite corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by Buyer and no other acts or proceedings on the part of Buyer are
necessary to authorize this Agreement or the transactions contemplated hereby,
and this Agreement constitutes a valid and legally binding obligation of Buyer.
(c) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby, nor compliance by Buyer
with the provisions hereof, will violate, conflict with or result in a breach
of, or constitute a default under, the charter or by-laws of Buyer or any
instrument or agreement to which
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Buyer is a party or by which it is bound, any federal or state statute, or any
judicial or administrative decree, order or ruling applicable to Buyer.
5. REPRESENTATIONS AND WARRANTIES OF SELLER
(a) Seller represents and warrants to Buyer as follows:
(i) Seller is a limited liability company duly organized,
validly existing and in good standing under the laws of the state of its
organization and it has all requisite power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby.
(ii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by Seller and no other acts or proceedings on the
part of Seller are necessary to authorize this Agreement or the
transactions contemplated hereby, and this Agreement constitutes a valid
and legally binding obligation of Seller.
(iii) Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby, nor compliance
by Seller with the provisions hereof, will violate, conflict with or
result in a breach of, or constitute a default under, the charter or
by-laws of Seller or any instrument or agreement to which Seller is a
party or by which it is bound (including the Purchase and Sale Agreement
and the Servicing Agreement), any federal or state statute, or any
judicial or administrative decree, order or ruling applicable to Seller.
(iv) Seller is the legal and beneficial owner of the
Receivables being assigned by it hereunder and such Receivables are
being transferred to Buyer free and clear of any Lien, security interest
or other adverse claim created by Seller or as to which Seller is aware
(including any claims of Originator under the Purchase and Sale
Agreement).
(v) No Receivable (A) as of March 10, 1997 has been assigned
for repossession due to default, insurance claim (including physical
damage resulting in total loss of the related Financed Vehicle), or
bankruptcy or (B) is 59 days or more delinquent as of March 10, 1997.
(b) In the event of a breach of any warranty and representation
set forth in this Section 5, Seller will, upon Buyer's demand, immediately
repurchase all affected Receivables for an amount equal to the Purchase Price
for such Receivables, determined based upon the principal balance of the
affected Receivables as of the date of repurchase.
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6. COVENANTS OF SELLER
Seller covenants as follows:
(a) On and after the Closing Date and upon request of Buyer,
Seller will do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, such acts, assignments, releases, powers of
attorney, or other instruments and assurances as Buyer may reasonably request
and provide for the purpose of more fully effectuating the assignment, transfer
and conveyance to Buyer of the Receivables, including, at Buyer's reasonable
expense, cooperating with Buyer to cause Buyer to be listed as the sole
lienholder on each certificate of title representing a Financed Vehicle, and
arranging for the power of attorney to be executed by the Originator as
contemplated in Section 7(c) below.
(b) The Seller shall effect a servicing transfer with respect to
the Receivables, as designated by Buyer. Until such transfer is effected, the
Seller shall cause Omni to continue to act as servicer under the Servicing
Agreement, with Buyer acting as collection agent. The Seller shall cause Omni to
provide Buyer with terminal access to Omni's servicing system. The Seller agrees
to pay termination fees payable to Omni under the Servicing Agreement with
respect to any servicing terminated up to 90 days after the Closing Date.
(c) All sums received by or on behalf of Seller in payment of
obligations represented by the Receivables and conveyed to Buyer hereunder shall
be received for the account of Buyer and shall be promptly paid over to Buyer by
Seller (or by any servicing agent on behalf of Seller).
7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligation of Buyer to complete the purchase of the
Receivables pursuant to this Agreement is subject to the fulfillment prior to or
on the Closing Date of each of the following conditions except as may be
specifically waived in writing by Buyer:
(a) The representations and warranties of Seller set forth in
this Agreement shall be true at and as if made on Closing Date;
(b) Seller shall have delivered to Norwest, on behalf of Buyer
the Receivables and the Title Package and delivered to Buyer an executed Xxxx of
Sale relating to the Receivables, substantially in the form of Exhibit B;
(c) Seller shall have executed and delivered to Buyer Limited
Powers of Attorney executed by Seller and by Originator, respectively,
substantially in the forms of Exhibit C and Exhibit D;
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(d) Buyer will have received an irrevocable instruction letter
from Seller regarding the VSI Policy applicable to the Receivables purchased by
Buyer, Buyer shall have received an endorsement listing Buyer and its assignees
as a named insured on the VSI Policy; and
(e) Buyer shall have simultaneously closed the warehousing of the
Receivables on the Closing Date on terms and conditions acceptable to Buyer and
shall have used a portion of the net proceeds from such warehousing to pay the
Purchase Price for the Receivables; and
(f) No "Event of Default" shall have occurred under the Purchase
and Sale Agreement or under the Servicing Agreement of which Seller or Buyer is
aware.
8. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
The obligation of Seller to complete the sale of the Receivables
pursuant to this Agreement is subject to fulfillment prior to or on the Closing
Date of each of the following conditions except as may be specifically waived in
writing by Seller:
(a) receipt of the Purchase Price; and
(b) the representations and warranties of Buyer set forth in this
Agreement being true at and as if made on the Closing Date.
9. NO BROKERS
Seller and Buyer represent and warrant to each other that all
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried on by each directly with the other or by their respective
employees and/or attorneys, without the intervention of any other person in such
a manner as might give rise to a claim for a brokerage commission, finder's fee,
adviser's fee or like payment.
10. COSTS AND EXPENSES
Buyer and Seller shall each bear their individual costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, fees and disbursements of
their respective legal counsel, accountants and other representatives, without
recourse, right of offset or other claim against the other for such costs and
expenses. Seller shall be responsible for all expenses relating to the servicing
and subservicing of the Receivables up to and including the final date of
servicing transfer to the servicer designated by Buyer, in accordance with the
provisions of the Servicing Agreement, and Buyer shall be responsible for all
expenses relating to the servicing and subservicing of the Receivables on and
after such final date.
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11. CONFIDENTIALITY
In connection with the purchase and sale contemplated by this
Agreement, each party further agrees that neither it nor its respective
affiliates, employees, agents or representatives will divulge or disclose,
directly or indirectly, any information, knowledge or data concerning the
Receivables and/or any information provided to it pursuant to this Agreement,
other than information which has been previously published or otherwise made
available to the general public, or as may be required by law or regulation.
Buyer shall be entitled to make customary disclosures regarding the Receivables
in its public disclosure documents, its private placement memorandum and
otherwise in connection with the securitization of the Receivables, provided,
however, that any disclosure relating specifically to Seller must first be
approved in writing by such party.
12. NOTICES
All notices and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first class, postage prepaid:
(i) If to Buyer, to:
AutoBond Acceptance Corporation
000 Xxxxxxxx Xxxxxx, 0xx xxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxx
or to Buyer at such other address Buyer shall have furnished in writing to
Seller;
(ii) If to Seller, to:
Credit Suisse First Boston
Mortgage Capital L.L.C.
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxxxxxx
or to Seller at such other address as Seller shall have furnished in writing to
Buyer; and
13. SPECIFIC PERFORMANCE
Buyer and Seller recognize that each would be irreparably damaged
in the event this Agreement is not specifically enforced and, therefore, agree
that in the event of any controversy concerning any right or obligation under
this Agreement such right or obligation shall be enforceable in a court of
equity by a decree of specific
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performance, which remedy, however, shall be cumulative and not exclusive and in
addition to any other remedy at law or equity which the parties may have.
14. ENTIRE AGREEMENT
This Agreement and all documents delivered on or after the date
hereof in connection herewith constitute the entire agreement between the
parties. No modification or variation of this Agreement shall be deemed valid
unless made in writing and signed by Buyer and Seller. No discharge of any term,
condition or obligation under this Agreement shall be deemed valid unless the
result of full performance by the parties required to render such performance,
or unless such discharge or waiver is granted by a writing signed by the party
or parties entitled to the performance of such term, condition or obligation.
15. WAIVERS
A waiver of any term, condition or obligation under this
Agreement by either party shall not be construed as a waiver by such party of
any other term, condition or obligation under this Agreement nor shall a waiver
of any breach of a term, condition or obligation constitute a waiver of any
subsequent breach of the same term, condition or obligation or of any right
consequent thereof.
16. SEVERABILITY
If any term, condition or obligation under this Agreement shall
be or become for any reason wholly or partly invalid or unenforceable, such
term, condition or obligation shall be enforced to the extent to which it is
legal and valid and the remaining terms, conditions and obligations shall
continue to be valid and enforceable and shall be enforced, unless such
enforcement is in manifest violation of the present intention of the parties
reflected in this Agreement.
17. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each
of which shall be an original but all of which shall be deemed to be one and the
same instrument.
18. ASSIGNMENT; SUCCESSORS AND ASSIGNS
All of Buyer's rights, title and interest under this Agreement
may be assigned by Buyer to any Assignee and any Assignee may assign such rights
to any subsequent Assignee and any pledgee under a warehouse or securitization
agreement.
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19. GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, Seller and Buyer have duly executed this
Agreement as of the date first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL L.L.C.,
SELLER
By:/s/ Xxxx Xxxxxxxxxxx
________________________________
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
AUTOBOND ACCEPTANCE CORPORATION,
Buyer
By:/s/ Xxxxxx Xxxx
________________________________
Name: Xxxxxx Xxxx
Title: Vice Chairman and Chief
Operating Officer
SCHEDULE I
SCHEDULE OF RECEIVABLES
1
SCHEDULE II
SETTLEMENT SCHEDULE
2
EXHIBIT A
VSI POLICY
A-1
EXHIBIT B
XXXX OF SALE AND ASSIGNMENT OF RECEIVABLES
IN CONSIDERATION OF good and valuable consideration, the receipt
of which is hereby acknowledged, and pursuant to and in furtherance of a certain
Automobile Loan Sale Agreement dated as of March 13, 1997, (the "Agreement") by
and between Credit Suisse First Boston Mortgage Capital L.L.C., a Delaware
limited liability company ("CSFB" or "Seller"), and AutoBond Acceptance
Corporation, a Texas corporation ("Buyer"). Seller does hereby grant, bargain,
sell, assign, convey and transfer to, and vest in Buyer, its successors and
assigns, without recourse, representation or warranty, all of Seller's right,
title and interest (legal and or equitable) in and to the following described
property and assets, all in accordance with the terms and provisions of said
Agreement:
(1) the Receivables listed on the Schedule of Receivables,
all principal payments received thereon on and after the Cutoff Date and
all interest payments received since the date last paid;
(2) the security interests in the Financed Vehicles granted
by Obligors pursuant to such Receivables and any other interest of
Seller in such Financed Vehicles;
(3) all of Seller's rights under each of the Purchase and
Sale Agreement and the Servicing Agreement with respect to such
Receivables;
(4) any proceeds with respect to such Receivables from
claims on the VSI Policy with respect to the Receivables and any other
physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors;
(5) any proceeds with respect to such Receivables from
recourse to Dealers thereon;
(6) any Financed Vehicle that shall have secured any such
Receivable and shall have been acquired by or on behalf of Seller or
Buyer; and
(7) the Receivable Files;
(8) all proceeds and records (including computer records) of
any and all of the foregoing.
Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Agreement.
B-1
IN WITNESS WHEREOF, Seller has caused this instrument to be duly
executed this ___th day of March, 1997, and the seal of the corporation to be
affixed hereto.
Credit Suisse First Boston Mortgage Capital
L.L.C., Seller
By:____________________________
Name:__________________________
Title:_________________________
Attested
By:________________________________
Name:____________________________
Its:__________________ Secretary
B-2
EXHIBIT C
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, pursuant to Section 7(c) of a
certain Automobile Loan Sale Agreement dated March ___, 1997, (the "Agreement")
by and between Credit Suisse First Boston Mortgage Capital L.L.C., a Delaware
limited liability company herein termed the "Principal", and AutoBond Acceptance
Corporation, a Texas corporation herein termed the "Attorney", the undersigned
Principal does hereby constitute and appoint the Attorney, its successors and
assigns, as the true and lawful attorney-in-fact of the Principal and with full
power by an instrument in writing to appoint a substitute or substitutes, to
demand, reduce to possession, collect, receive, receipt for, endorse,
compromise, settle or assign without recourse any and all indebtedness, notes,
commercial paper, promises to pay, retail installment sales contracts, chattel
paper, security agreements instruments, any chose in action and other
obligations described in the Xxxx of Sale and Assignment of Receivables dated
March ___, 1997 from the Principal to the Attorney, herein termed the
"Receivables", together with all monies due or to become due under said
Receivables after the Cutoff Date, proceeds from any recourse to dealers and
proceeds from claims on any insurance policies relating to such Receivables and
any and all claims, any chose in action, and rights and causes of action
relating thereto, including without limitation any and all personal property,
vehicles, security instruments and insurance policies held as security for said
Receivables; to cancel or release the Receivables and release any security, in
whole or in part and in connection therewith to execute, acknowledge or handle
proper discharges, releases, satisfactions or other instruments in writing which
may become necessary in order to carry the foregoing powers into effect, the
Principal hereby ratifying and confirming all acts and things lawfully and
reasonably done by the Attorney or its substitute or substitutes in pursuance of
the authority herein granted.
This Limited Power of Attorney shall terminate six months after
the final scheduled maturity date of the Receivables.
C-1
IN WITNESS WHEREOF, the Principal has executed this instrument
this _____ day of March, 1997.
Credit Suisse First Boston Mortgage Capital
L.L.C.
By:____________________________
Name:__________________________
Title:_________________________
C-2
EXHIBIT D
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Jefferson Capital
Corp. ("Principal") does hereby constitute and appoint AutoBond Acceptance
Corporation ("Attorney"), its successors and assigns, as the true and lawful
attorney-in-fact of the Principal and with full power by an instrument in
writing to appoint a substitute or substitutes, to demand, reduce to possession,
collect, receive, receipt for, endorse, compromise, settle or assign without
recourse any and all indebtedness, notes, commercial paper, promises to pay,
retail installment sales contracts, chattel paper, security agreements
instruments, security agreements, any chose in action and other obligations
relating to the Automobile loans described on the attached schedule, herein
termed the "Receivables", together with all monies due or to become due under
said Receivables, proceeds from any recourse to dealers and proceeds from claims
on any insurance policies relating to such Receivables and any and all claims,
any chose in action, and rights and causes of action relating thereto, including
without limitation any and all personal property, vehicles, security instruments
and insurance policies held as security for said Receivables; to cancel or
release the Receivables and release any security, in whole or in part and in
connection therewith to execute, acknowledge or handle proper discharges,
releases, satisfactions or other instruments in writing which may become
necessary in order to carry the foregoing powers into effect, the Principal
hereby ratifying and confirming all acts and things lawfully and reasonably done
by the Attorney or its substitute or substitutes in pursuance of the authority
herein granted.
This Limited Power of Attorney shall terminate six months after
the final scheduled maturity date of the Receivables.
IN WITNESS WHEREOF, the Principal has executed this instrument
this _____ day of March, 1997.
Jefferson Capital Corp.
By:____________________________
Name:__________________________
Title:_________________________
D-1
STATE OF )
)
COUNTY OF )
On ____________, 1997, before me, a Notary Public in and for said
County and State, personally appeared __________________ _________________ and
__________________________, known to me to be the _________________________ and
__________________ respectively, of _________________, and known to me to be the
persons who executed the within instrument on behalf of the said corporation
pursuant to its by-laws or a resolution of its Board of Directors.
WITNESS my hand and official seal.
______________________________
Notary Public
