EXECUTION COPY
SYSTEMS AND SERVICES TECHNOLOGIES, INC.
SERVICING AGREEMENT
This Servicing Agreement (the "Agreement") is entered into as of the 3rd day
of January, 1997 between Systems and Services Technologies, Inc.
(hereinafter referred to as "Servicer"), a Delaware corporation, and Aegis
Consumer Finance, Inc., a Delaware corporation, its successors and assigns
(hereinafter collectively referred to as "Company").
RECITALS
WHEREAS, Servicer provides portfolio management services,
including loan administration, payment collection and processing, insurance
claim processing, custodial services, third party recovery collections and
financial reporting to financial institutions in connection with Sales Contracts
(as hereinafter defined); and
WHEREAS, Company and certain of its subsidiaries and
commonly controlled corporations ("Affiliates") are and will continue to
become the owners of Sales Contracts; and
WHEREAS; Company desires to avail itself of the services
provided by Servicer on the terms provided herein with respect to Sales
Contracts;
NOW THEREFORE, in consideration of the foregoing, other
good and valuable consideration, and the mutual terms and covenants
contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall, unless the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms of the terms defined):
Inactive Receivable. One in which Servicer has been instructed by Company
to cease all servicing activities with the exception of posting payments
received from deficiency collections group.
Advance Account. A bank account established and maintained by Servicer in
trust for Company and Holders into which Company shall initially deposit
$7,500 (amount subject to change from time to time as agreed upon by both
Company and Servicer), from which Servicer may withdraw funds as
necessary to cover collection expenses, expenses incurred in repossessing
vehicles and expenses incurred in reconditioning vehicles, as necessary, in
order to maximize the proceeds generated by the sale of said Vehicle at
auction. To the extent possible, the account shall be replenished from monies
recovered from the Obligor. If at any time the account balance shall fall
below $3,000 (amount subject to change from time to time as agreed upon by
both Company and Servicer), Company shall contribute funds necessary to
bring the account balance to $5,000.
Approved Program. Each package or pool of Receivables whether held by
Company, placed with a financial institution pursuant to a warehouse
agreement or transferred to a Trust or Holder on a given date.
Business Day. Any day other than Saturday, Sunday, a regularly scheduled
holiday of Servicer, or a day on which banking institutions in the primary
business location of Servicer or Company are authorized or required by law
to close.
Closing Holder Principal Balance. With respect to a Receivable transferred
to a Trust or Holder, the unpaid principal balance of that Receivable owed to
the Holder at the time of such transfer.
Closing Obligor Principal Balance. With respect to a Receivable, the unpaid
principal balance of that Receivable owed by the Obligor at the time that
Receivable became subject to this Agreement.
Collected Funds. All funds received by Servicer on behalf of Company to be
posted to an Obligor's account, including, but not limited to: account
payments, insurance policy proceeds, insurance policy rebates, warranty
proceeds, warranty rebates and any other funds received from any source for
the account of an Obligor.
Collection Day. Any day other than Sunday, a regularly scheduled holiday of
Servicer, or a day on which banking institutions in the Primary Business
Location of Servicer or Company are authorized or required by law to close.
Credit Agency. A recognized agency to which Servicer on behalf of Company
reports Obligor repayment, including but not limited to: delinquencies,
repossessions and redemptions.
Credit Enhancement. Any policy of insurance which provides value to
Company or Holder but does not reduce the Remaining Obligor Principal
Balance, including, but not limited to: skip, confiscation, Obligor default,
credit default and vendors single interest.
Custodian. The holder of all Docket Documents or instruments delivered to
Servicer with respect to each Receivable.
Depository Account. A remittance banking account into which daily
Collections from the Lock-Box Account shall be deposited if required by any
purchase agreement, loan and security agreement or any other agreement
relating to the Receivables.
Docket Documents. The original retail installment sales contract, the original
credit application, the original application for title, the original guarantee
of title, and the original evidence of title or the original title, when
received (subject to change, as agreed upon by Company and Servicer).
Holder. As to any Receivable, the Person purchasing or lending against the
security of such a Receivable.
Insurance. Any policy of insurance which provides value to the Closing
Obligor Principal Balance, including, but not limited to: life accident and
health insurance, GAP auto protection, unemployment insurance and vehicle
warranties.
Insurer. Any insurance company which has issued any policy of Credit
Enhancement.
Lock-Box Account. A remittance banking account into which Obligors,
Servicer, Company and any Insurer shall be directed to deposit Collected
Funds with respect to the Receivables.
Monthly Reports. The reports to be delivered or made available to Company
or its designee(s) on each of the Preliminary Report Delivery Date and Report
Delivery Date in a form similar to that which appears in the attached Exhibit
B.
NSF Account. A bank account established and maintained by Servicer in
trust for Company and Holders into which Company shall initially deposit
$5,000 (amount subject to change from time to time as agreed upon by both
Company and Servicer) which Servicer may withdraw as necessary to cover
checks received for Obligors' accounts which do not clear due to insufficient
funds. If, at any time, the account balance shall fall below $1,000 (amount
subject to change from time to time as agreed upon by both Company and
Servicer), Company shall contribute funds necessary to bring the account
balance to $5,000.
Obligor. An account debtor or any other person obligated under a Sales
Contract to make payments on the Receivable.
Person. Any natural person or any entity, including, without limitation, any
trust, corporation, partnership, firm, government or government agency.
Preliminary Report Delivery Date. The latter of the third business day or the
fifth calendar day of the month immediately following the related Remittance
Period.
Purchase Agreement. An agreement by which a Trust or Holder purchases
Receivables from Company in an Approved Program.
Receivable. A Sales Contract that:
a) complies with all applicable federal and state laws and legal
requirements; and
b) was originated in connection with the sale of a Vehicle to a
Person or the financing or refinancing of such a Vehicle; and
c) represents a bona fide obligation of an Obligor; and
d) has been purchased by Company, or originated by the
Company, from any Person in the regular course of
Company's business; and
e) is secured by a valid and perfected first priority security
interest in a Vehicle titled or registered in the United States, its
territories, or the District of Columbia; and
f) to the best of Company's knowledge, is one as to which (i) the
property which is the subject thereof has been delivered to an
Obligor, (ii) there are no exceptions, counterclaims or set-offs
on the part of such Obligor against the amounts payable, and
(iii) there have been no representations or warranties made to
such Obligor not contained in the Sales Contract.
Remaining Obligor Principal Balance. As to any Receivable, the Closing
Obligor Principal Balance less the aggregate amount of principal payments
remitted by or on behalf of an Obligor.
Remittance Date. The earlier of the eighth business day or the eleventh
calendar day of the month immediately following the related Remittance
Period.
Remittance Period. The first day through and including the last day of the
calendar month immediately preceding the Remittance Date.
Report Delivery Date. Remittance Date.
Reserve Account. A remittance banking account in which Company deposits
funds to be used for making payments due a Trust, Holder, Servicer and/or
Company.
Sales Contract. A retail installment or conditional sales contract (comparable
loan or other document) pursuant to which an Obligor has acquired or
financed a Vehicle or used a Vehicle as security for a financing.
Trust. A grantor or other trust established directly or indirectly by Company
which shall own Receivables in connection with a securitization or other
financing of all or a portion of Company's loan portfolio.
Unwind/Reversal Account. A bank account established and maintained by
Servicer in trust for Company and Holders from which Company will direct
Servicer to withdraw funds in order to credit an Obligor's account in full on
a Receivable which has been reassigned back to the originating dealership.
Company shall be responsible to deposit monies as necessary in amounts
sufficient to zero out an Obligor's account.
Vehicle. A new or used motor vehicle that was purchased pursuant to a Sales
Contract and serves as collateral for a Receivable.
ARTICLE II
NATURE AND SCOPE OF RELATIONSHIP
Company hereby engages Servicer and Servicer agrees to render to Company
those services described in this Agreement and in the attached Exhibit A. In
performing its duties under this Agreement, Servicer shall report in writing
solely to such officers or other employees of Company as Company may
designate from time to time. This Agreement shall apply to all Receivables
identified to the Servicer by Company for boarding.
ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES
A. Servicer, for Company, shall: (i) act prudently in accordance with
customary and usual servicing procedures for other institutional
servicers; (ii) administer, maintain and service the Receivables in
compliance with all applicable Federal and State laws and regulations
governing Servicer and the Receivables; (iii) use and exercise that
degree of skill and attention that is customary with other servicers in
the industry that service Sales Contracts for themselves as well as
others; (iv) furnish Monthly Reports (in a form similar to that which
appears in the attached Exhibit B) and (v) respond to inquiries by
Federal, State, or local governmental authorities relating to the
servicing of the Receivables or the Receivables themselves.
B. Servicer shall perform those duties outlined in this Agreement and
contained in the attached Exhibit A and shall receive the fees as
outlined in Exhibit A as full compensation for its services. Company
may reasonably direct Servicer to modify or supplement Servicer's
duties or methods of performing those duties provided that Company
shall compensate Servicer at a reasonable fee for any increase in
expense experienced by Servicer due to Company's requests.
ARTICLE IV
FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE
Servicer shall maintain, at its own expense, (i) an errors and omissions
insurance policy and (ii) a blanket fidelity bond, in each case with broad
coverage with responsible companies, on all officers, employees or other
persons acting on behalf of Servicer in any capacity with regard to the
Receivables to handle funds, money, documents and papers relating to the
Receivables. Any such fidelity bond and errors and omissions insurance shall
protect and insure Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such persons
and shall be maintained in a form and amount that would meet the
requirements of prudent institutional Sales Contract servicers (provided,
however, that in any event, both of the fidelity bond and the errors and
omissions insurance shall be in an amount and shall provide coverage
satisfactory to Company).
No provision of this Article IV requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve Servicer from its duties and
obligations as set forth in this Agreement. Servicer shall cause each and every
sub-contractor for it to maintain a policy of insurance covering errors and
omissions which would meet the above stated requirements. Upon request of
Company, any Holder, or any Trust, Servicer shall cause to be delivered to
Company, all Holders, and/or all Trusts, a certification evidencing coverage
under such fidelity bond and insurance policy. Any such fidelity bond or
insurance policy shall not be canceled or modified without prior written
notice to all Trusts and without prior written consent of Company.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF SERVICER
1. Servicer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
Servicer has, to the best of its knowledge, obtained all federal,
state and/or local licenses required to carry out the duties under
this Agreement in compliance with any applicable law or
regulation, if any. Servicer has full corporate power and
authority to enter into this Agreement and to carry out the
provisions of this Agreement.
2. This Agreement and all other instruments or documents to be
delivered hereunder or pursuant hereto, and the transactions
contemplated hereby, have been duly authorized by all
necessary corporate proceedings of Servicer. This Agreement
has been duly and validly executed and delivered by Servicer
and assuming due authorization, execution and delivery by
Company, this Agreement is a valid and legally binding
agreement of Servicer enforceable in accordance with its terms.
3. The execution and delivery of this Agreement by Servicer
hereunder and the compliance by Servicer with all provisions
of this Agreement do not conflict with or violate any applicable
law, regulation or order and do not conflict with or result in a
breach of or default under any of the terms or provisions of any
contract or agreement to which Servicer is subject or by which
it or its property is bound, nor does such execution, delivery or
compliance violate the Certificate of Incorporation or by-laws
of Servicer.
4. During the term of this Agreement, Servicer will maintain fire
and theft, general liability and business interruption insurance
coverage in such amounts and upon such terms as shall be
customary given the nature and extent of Servicer's business
activities.
B. REPRESENTATIONS AND WARRANTIES OF COMPANY
1. Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
Company has full corporate power and authority to enter into
this Agreement and to carry out the provisions of this
Agreement. Company has all licenses, approvals and consents
to conduct its business as contemplated by this Agreement.
2. This Agreement and all other instruments or documents to be
delivered hereunder or pursuant hereto, and the transactions
contemplated hereby, have been duly authorized by all
necessary corporate proceedings of Company. This Agreement
has been duly and validly executed and delivered by Company
and assuming due authorization, execution and delivery by
Company, this Agreement is a valid and legally binding
agreement of Company enforceable in accordance with its
terms.
3. The execution and delivery of this Agreement by Company
hereunder and the compliance by Company with all provisions
of this Agreement do not conflict with or violate any applicable
law, regulation or order and do not conflict with or result in a
breach of or default under any of the terms or provisions of any
contract or agreement to which Company is subject or by which
it or its property is bound, nor does such execution, delivery or
compliance violate the Certificate of Incorporation or by-laws
of Company.
4. Company warrants that Company is duly authorized to enter
into the arrangements contemplated hereby with respect to the
applicable contracts, including those provisions contained herein
which contemplate that Company will make decisions that may
affect a third party purchaser's rights under any given Sales
Contract.
ARTICLE VI
EVENTS OF DEFAULT
A. If any one of the following events ("Events of Default") shall occur and
be continuing:
1. Any failure by Servicer to deliver to Company any proceeds or
payment required to be so delivered under the terms of this
Agreement that shall continue unremedied for a period of two
(2) Business Days after receipt of written notice to Servicer by
Company; or
2. Failure on the part of Servicer to observe or to perform in any
material respect any other covenants or agreements set forth in
this Agreement, which failure shall adversely affect the rights
of Company and continue unremedied for a period of thirty
(30) days after the date on which written notice of such failure
shall have been received by Servicer; or
3. The entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a conservator, receiver, trustee, or liquidator
for Servicer in any bankruptcy, insolvency, readjustment of
debt, marshaling of assets and liabilities, or similar
proceedings, or the winding-up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in
effect for a period of thirty (30) consecutive days; or
4. The admission, in writing, by Servicer: (a) of its inability to
pay its debts generally as they become due; (b) that it has filed
a petition of any applicable bankruptcy, insolvency or
reorganization of any applicable statute; (c) that it has made an
arrangement for the benefit of its creditors or voluntarily
suspended payment of its obligations; or (d) that a third party
has forced Servicer into bankruptcy under Federal or State law;
then, and in each and every case and so long as an Event of Default
described above shall not have been remedied, Company may terminate
all of the rights and obligations of Servicer under this Agreement.
B. On or after the receipt by Servicer of such written notice, all authority
and power of Servicer under this Agreement, with respect to the
Receivables or otherwise, shall pass to and be vested in Company or
in any successor servicer to be appointed by Company. Company is
hereby authorized and empowered to execute and deliver on behalf of
Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments and to do or accomplish all other acts with things
necessary to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement of the Receivable files or
otherwise.
ARTICLE VII
REMEDIES
In addition to the indemnification rights contained in Article XI and the right
to terminate contained in Article XII, Servicer agrees that upon the happening
of any Event of Default, as defined in this Agreement, Company may avail
itself of any other relief to which Company may be legally or equitably
entitled.
ARTICLE VIII
RESPONSIBILITY AND AUTHORITY OF SERVICER
A. Servicer shall have the full power and authority acting alone and
without the consent of Company, to do any and all things in connection
with servicing and administration that it may deem reasonably
necessary or desirable, consistent with the duties and obligations
imposed upon Servicer by this Agreement and the attached Exhibit A,
including, but not limited to, the right to subcontract (with the prior
written approval of Company, such approval not to be unreasonably
withheld) any of its duties hereunder. Notwithstanding, Servicer shall
cooperate fully with Company and promptly inform Company of any
and all changes or developments which may affect the servicing of the
Receivables or the Receivables themselves.
B. Company authorizes Servicer to communicate with third parties and the
Obligors in the name of Company as necessary and proper to perform
the services anticipated by this Agreement.
C. Upon the execution and delivery of this Agreement, Company shall
revocably appoint Servicer and Servicer shall accept such appointment
to act for Company as Custodian. Should Company elect to engage a
different Custodian, Servicer shall cooperate fully with this third party
to the best of its abilities.
D. Servicer may, subject to Company's approval (which approval shall
not be unreasonably withheld), employ or otherwise utilize sub-
contractors and enter into sub-contracting agreements in carrying out
its duties and obligations under this Agreement and the attached
Exhibit A.
E. Servicer shall have the right to commence a legal proceeding on behalf
of Company to enforce a Receivable. If Servicer shall exercise this
right, Company shall thereupon be deemed to have automatically
assigned such Receivable to Servicer, which assignment shall be solely
for the purpose of collection. Company shall furnish Servicer with any
powers of attorney and other documents necessary or appropriate to
enable Servicer to carry out its servicing and administrative duties
hereunder.
ARTICLE IX
BANK ACCOUNTS
A. Servicer shall establish, control and maintain bank accounts (including,
but not limited to, the Advance Account, Unwind/Reversal Account,
Depository Account, NSF Account and Reserve Account, as
applicable) and shall collect and hold in trust (for the benefit of
Company and Holders) in such accounts all funds received from either
Company, Holder or Obligor until such funds are depleted by Servicer,
as intended by the creation of the bank accounts or utilized as
instructed by Company. Company shall be responsible for all charges
on the bank accounts. All accounts shall be held with a financial
institution selected by Servicer and approved by the Company, which
approval shall not be unreasonably withheld. Company agrees that
Servicer shall bear no liability for any losses not attributable to the
negligence of Servicer or Servicer's sub-contractors. Company agrees
that Servicer shall bear no liability for any losses that occur as a result
of the failure or closure of the financial institution selected.
B. Servicer shall establish, control and maintain the Lock-Box Account
into which all of the payments received by the Servicer on behalf of
the Company are to be deposited, and such payments are to be posted
to the appropriate Obligor's account within 24 hours of identification.
All monies deposited to the Lock-Box Account must be swept to one
or more segregated Depository Accounts (held in the Servicer's name
for the benefit of the Company or its designee) as determined by the
Company, except for $5000.00, which may be left in the Lock-Box
Account from time to time at the Servicer's discretion. Company shall
be responsible for all charges to the Lock-Box Account. The Lock-
Box Account shall be held with a financial institution selected by
Servicer and approved by the Company, which approval shall not be
unreasonably withheld. Company agrees that Servicer shall bear no
liability for any losses not attributable to the negligence of Servicer or
Servicer's sub-contractors. Company agrees that Servicer shall bear
no liability for any losses that occur as a result of the failure or
closure of the financial institution selected.
ARTICLE X
DOCUMENTS AND RECORDS
A. SERVICING DOCUMENTS AND RECORDS
1. If required by Company, Holder or Trust, Company shall
retain, at its own expense, an independent public accounting
firm to prepare an audit report of the applicable Obligor
accounts. The basis and scope of such audit shall be defined by
Company, Holder or Trust, as the case may be.
2. Servicer will furnish copies of any such audit report prepared
for Servicer with respect to the Receivables to Company,
Holder or Trust promptly upon receipt thereof by Servicer.
3. All data, documents and information held by Servicer on behalf
of Company, Holder or Trust shall be held in confidence and
not used or disclosed for any purpose other than as
contemplated by this Agreement or as required by law.
4. Servicer shall provide Company, Holder(s), Trust(s) or their
designee(s) access to Servicer's facility, but only upon
reasonable request and during normal business hours of
Servicer and to the extent that such access would not
significantly disrupt the orderly conduct of business at such
facility. If Company, any Holder or Trust exercises the right
to gain access to Servicer's facility, then Servicer shall be
reimbursed by said Holder or Trust for the costs of any
extraordinary expenses in connection with Servicer providing
such access (including, but not limited to, photocopying,
telephone calls or fax transmissions).
ARTICLE XI
INDEMNIFICATION
A. Servicer agrees to indemnify and hold Company, its respective
officers, employees and agents harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs,
judgements and any other costs, fees and expenses that Company, as
the case may be, may sustain in any way related to the performance by
Servicer under the terms of this Agreement and/or the attached Exhibit
A. Servicer shall immediately notify Company if a claim is made by
a third party with respect to this Agreement or the Receivables. The
Company shall assume the defense of any such claim and in its
discretion may settle or prosecute such claim. Servicer agrees to
reimburse Company for all expenses in connection therewith,
including reasonable counsel fees, settlement amount, judgement or
decree, if any, which may be entered against the Servicer or Company
in respect to such claim. This right to indemnification shall survive
the termination of this Agreement.
B. Company agrees to indemnify and hold Servicer, its respective
officers, employees and agents harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs,
judgements, and any other costs, fees and expenses that Servicer, as
the case may be, may sustain in any way related to the performance by
Company under the terms of this Agreement. Company shall
immediately notify Servicer if a claim is made by a third party with
respect to this Agreement or the Receivables. This right to
indemnification shall survive the termination of this Agreement.
ARTICLE XII
TERM AND TERMINATION
A. The term of this Agreement shall be for one (1) year from the date
first written above and will automatically renew for additional
successive one (1) year terms unless the Company or Servicer shall
upon ninety (90) days written notice elect not to renew the Agreement.
B Company shall have the right to terminate this Agreement (but not the
servicing of any Receivables being serviced under the original or any
subsequent term, unless Company exercises its right to transfer the
servicing of its portfolio or a portion thereof, as set forth in
sub-section C) upon not less than thirty (30) days written notice
delivered by overnight mail.
C. In the event Company elects to transfer the servicing of its portfolio or
any portion thereof, Servicer shall have thirty (30) calendar days (the
"Interim Period") from the effective date of the notice to complete the
transfer of all servicing to the Company or its designee. Upon
completion of the transfer of servicing from Servicer to Company or
its designee, Company shall pay to Servicer five (5) dollars for each
Receivable so transferred. Upon the transfer of a portfolio or any
portion thereof, Servicer shall, to the best of its abilities, take all
steps necessary to effectuate an efficient and proper transfer to a
servicer identified by Company, as requested by Company.
D. Notwithstanding the expiration or earlier termination of this
Agreement, Servicer agrees to service all Obligor accounts for their
full term and until their expiration or early termination (except for
those Receivables transferred in accordance with Article XII,
paragraph C hereof).
ARTICLE XIII
WAIVERS
No failure or delay on the part of Servicer or Company in exercising any
power, right or remedy under this Agreement shall operate as a waiver thereof
nor shall any single or partial exercise of any such power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy except by a written instrument signed by the party to
be charged or as otherwise expressly provided herein.
ARTICLE XIV
NOTICES
Except as otherwise provided herein, all notices, requests, consents, demands
and other communications given hereunder shall be in writing. All notices of
whatever kind shall be either personally delivered or sent by telecopy or other
form of rapid transmission and confirmed by United States mail, properly
addressed and with full postage prepaid to the following:
To Servicer: Systems & Services Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
To Company: Aegis Consumer Finance, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as such party shall have specified in writing in the
manner set forth above.
ARTICLE XV
ASSIGNABILITY
Neither Servicer nor Company may assign any of its rights or obligations
hereunder without the prior written consent of the non assigning party.
Notwithstanding the foregoing, to the extent the Company sells, assigns,
pledges or otherwise transfers any Receivables serviced hereunder, the
Company's rights hereunder relating to such Receivables may be similarly
sold, assigned, pledged or otherwise transferred. Nothing in this Agreement
is intended to confer expressly or by implication, upon any Person other than
Company and Servicer, any rights or remedies under or by reason of this
Agreement. Company retains the right to assign this Agreement to a third
party without the consent of Servicer.
ARTICLE XVI
FURTHER ASSURANCES
Each party agrees, if reasonably requested by the other party, to execute and
deliver such additional documents or instruments and take such further actions
as may be reasonably necessary to effect the transactions contemplated by this
Agreement.
ARTICLE XVII
COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which taken together shall constitute but one and
the same document.
ARTICLE XVIII
ENTIRE AGREEMENT; AMENDMENTS
This Agreement, including the exhibits attached hereto and the documents
referred to herein, contains the entire agreement between the parties hereto
with respect to the transactions contemplated hereby and supersedes all prior
understandings, negotiations, commitments and writings with respect hereto.
This Agreement may not be modified, changed or supplemented except upon
the express written consent of both parties hereto. In the event of any
conflict between this Agreement and an exhibit hereto, the Agreement shall
govern.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
SERVICER:
SYSTEMS & SERVICES TECHNOLOGIES, INC.
Attest:
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
COMPANY:
AEGIS CONSUMER FINANCE,
INC.
Attest:
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President