ADDENDUM TO MASTER SERVICING AGREEMENT
THIS ADDENDUM is entered into as of this 9th day
of December, 1996, by and among AMERICAN LENDERS FACILITIES,
INC., a California corporation ( Servicer ), AEGIS CONSUMER
FINANCE, INC., a Delaware corporation (the Company ), AEGIS
AUTO FINANCE, INC., a Delaware corporation ( Seller ), and
ENTERPRISE NATIONAL BANK OF PALM BEACH, a national banking
association ( Purchaser ).
Statement of Facts
Pursuant to that certain Master Servicing
Agreement, dated as of April 6, 1996, between the Servicer
and the Company (the Servicing Agreement ), the Servicer
provides certain receivables portfolio management services
to the Company and its affiliates (all capitalized terms
used herein and not otherwise expressly defined shall have
the respective meanings given such terms in the Servicing
Agreement).
Pursuant to that certain Purchase Agreement, dated
as of December 9, 1996, entered or to be entered into
between the Seller and the Purchaser (the Purchase
Agreement ), and the related Assignments, executed by the
Seller in favor of the Purchaser (collectively, the
Assignments ), the Seller intends to sell to the Purchaser,
and the Purchaser intends to purchase from the Seller, the
Receivables to be described on Schedule 1 attached to the
Assignments (collectively, the Purchased Receivables ).
The Seller and the Purchaser desire that the
Purchased Receivables be serviced by the Servicer pursuant
to the terms and conditions of the Servicing Agreement as
supplemented by this Addendum and the parties are entering
into this Addendum for such purpose.
NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants herein set forth, as well
as other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do
hereby agree as follows:
Statement of Terms
1. The Servicer and the Company hereby
acknowledge and agree that the Servicing Agreement is in
full force and effect on and as of the date hereof and the
Servicing Agreement has not been amended as of this date.
The Servicer and the Company further acknowledge and agree
that the Seller is an affiliate of the Company and is
entitled to all rights and benefits of the Company under the
Servicing Agreement with respect to the Receivables of the
Seller and the Purchased Receivables, when acquired by the
Seller, will be serviced by the Servicer under the Servicing
Agreement.
2. The Purchaser hereby appoints the Servicer to
be the Purchaser s custodian and bailee to hold the
Purchased Receivables and the related Receivable Documents
(as defined below) as custodian and bailee for and on behalf
of the Purchaser pursuant to the terms hereof and the
general terms and conditions of the Servicing Agreement, and
the Servicer hereby accepts such appointment and agrees to
act as such custodian and bailee.
3. The Servicer hereby agrees with the Purchaser
that, from the date that the Servicer acquires control of
all of the documents relating to the Purchased Receivables
which are listed in items 1 through 4 of Part III.A. of
Schedule A of the Servicing Agreement (collectively, the
Receivable Documents ) and thereafter so long as this
Addendum is in effect, the Servicer will not release any of
the Receivable Documents to the Company or the Seller
without the express prior written consent of the Purchaser.
4. The Servicer agrees to make available for
inspection and examination by the Purchaser (and the
Purchaser s designees and bank examiners) all of the
Servicer s books and records with respect to the Purchased
Receivables and the Servicer shall provide the Purchaser and
its designees and examiners with access to the Servicer s
facilities for such purpose (but only upon reasonable
request and during normal business hours).
5. On or prior to the fifteenth (15th) day of
each month (or the next succeeding business day if such day
is not a business day), the Servicer will provide the
Purchaser with a Servicing Report (which shall be
substantially in the form of Exhibit D to the Purchase
Agreement) for the Purchased Receivables.
6. The Servicer and the Company shall give the
Purchaser prompt written notice of any termination of the
Servicing Agreement.
7. The Purchaser shall establish in its name a
Depository Account for the Receivables, which account shall
be maintained with the Purchaser for the benefit of itself,
the Seller and the Servicer as described in this Section.
All monies constituting Principal Collections and Interest
Collections (as defined in the Purchase Agreement shall be
deposited by the Servicer into the Depository Account. All
monies transferred by the Seller constituting the Shortfall
Amount as provided in Section 2.04(E) of the Purchase
Agreement shall also be deposited into the Depository
Account. No other funds shall be allowed to be deposited
into the Depository Account. The Purchaser waives all
rights of set-off with respect to the Depository Account
(except its right to charge such account for amounts due to
it under this Addendum and the Purchase Agreement). On each
Payment Date (as defined in the Purchase Agreement), the
Purchaser shall withdraw from the Depository Account monies,
to the extent available therein, equal to, first, the
Servicing Fee (as defined in the Purchase Agreement) for the
related Payment Period (as defined in the Purchase
Agreement) and shall transfer such amount to Servicer
(according to such payment instructions as the Servicer
shall give the Purchaser in writing from time to time) and,
second, the Distribution Amount for the related Payment
Period and shall transfer such amount to the Purchaser. The
remaining balance, if any, which constituted the Additional
Purchase Price for the related Payment Period, shall be
transferred by the Purchaser to the Seller. In making such
withdrawals and transfers, the Purchaser shall rely on the
computations of the aforesaid amounts made by the
Administrative Agent.
8. So long as this Addendum is in effect, any
and all payments due to the Purchaser with respect to the
Purchased Receivables under the Servicing Agreement shall be
paid to the Purchaser by way of (i) in the case of any
transfer of funds from the Depository Account, an intrabank
transfer to such other bank account with Purchaser as
Purchaser designates from time to time by written notice to
the Servicer, and (ii) in all other cases, a wire transfer
of such payments in accordance with the following transfer
instructions (or pursuant to such other payment instructions
as the Purchaser may hereafter give to the Servicer and the
Seller in writing):
Bank Name: Enterprise National Bank of Palm
Beach
ABA Routing No.: 000000000
Credit Account No.: 0000000
` Reference: Aegis
Attn: Xxxxxx Xxxx
Telephone No.: (000) 000-0000
9. So long as this Addendum is in effect, any
and all payments due to the Seller with respect to the
Purchased Receivables under the Servicing Agreement shall be
paid to the Seller by way of a wire transfer of such
payments in accordance with the following transfer
instructions (or pursuant to such other payment instructions
as the Seller may hereafter give to the Servicer and
Purchaser in writing):
Bank Name: Chase Manhattan Bank
ABA Routing No.: 000000000
Credit Account No.: 668-500080465
` Reference: Enterprise
Attn: Controller s Office
Telephone No.: (000) 000-0000
10. This Addendum shall remain in full force and
effect and shall be irrevocable until the Servicer receives
written confirmation from the Purchaser that the Seller has
repurchased the Purchased Receivables from the Purchaser
pursuant to the Purchase Agreement.
11. All demands, notices and communications to
the Purchaser under this Addendum or the Servicing Agreement
shall be addressed to it at the following address:
Enterprise National Bank of Palm Beach
00000 X.X. Xxxxxxx Xxx
Xxxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxx
IN WITNESS WHEREOF, each of the Servicer, the
Company, the Seller, and the Purchaser have caused its
respective duly authorized officer or representative to
execute and deliver this Addendum on its behalf, all as of
the day and year first above set forth.
AMERICAN LENDERS FACILITIES, INC.
By:___________________________________________
Name:_________________________________________
Title:__________________________________________
AEGIS CONSUMER FINANCE , INC.
By:___________________________________________
Name:_________________________________________
Title:__________________________________________
AEGIS AUTO
FINANCE, INC.
By:___________________________________________
Name:_________________________________________
Title:__________________________________________
ENTERPRISE NATIONAL BANK OF PALM
BEACH
By:___________________________________________
Name:_________________________________________
Title:__________________________________________
