SUPPLEMENTAL CONVEYANCE
For value received in accordance with the
Amended and Restated Master Purchase Agreement
dated as of May 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 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 1997-5 ("Trustee"), having its
principal place of business at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-
0070, 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 August , 1997.
AEGIS AUTO FINANCE INC.
By
Name: Xxxxxx X. Xxxxxxxx
Title: President
SCHEDULE I
SCHEDULE OF RECEIVABLES
(July 31, 1997 Cutoff Date)
