EXECUTION COPY
PLEDGE AGREEMENT
between
Aegis Auto Finance, Inc.,
as Pledgor
AND
III Finance, Ltd.,
Dated as of March 14, 1997
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the
"Pledge Agreement"), dated as of March 14, 1997, is
executed by and between AEGIS AUTO FINANCE, INC., a
Delaware corporation (the "Pledgor"), and III FINANCE,
LTD. (the "Lender"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings
ascribed to such terms in that certain Master Amendment to
Loan and Security Agreements dated as of March 14, 1997
(the "Master Amendment") by and among Pledgor, Lender
and Aegis Consumer Finance, Inc. ("ACF").
WITNESSETH:
WHEREAS, the Pledgor and ACF
in order to secure the Secured Obligations under certain loan
agreements entered into with the Lender (the "Loan
Agreements") have previously pledged to the Lender all of
their right, title and interest to certain partnerships and
subsidiaries;
WHEREAS, the Pledgor directly
owns 100% of the issued and outstanding capital stock of
Aegis Auto Funding Corp. IV (the "SPC"), Aegis Auto
Funding Corp. II ("AAFC II") and Aegis Auto Funding Corp.
("AAFC") (such direct subsidiaries and any other subsidiary
acquired or formed by the Pledgor, the "Direct Subsidiaries")
and will derive direct and indirect economic benefit from the
executor and delivery of the Master Amendment; and
WHEREAS, the Lender has
required, as a condition to its entering into the Master
Amendment, that the Pledgor execute and deliver this Pledge
Agreement;
NOW, THEREFORE, for and in
consideration of the foregoing and of any financial
accommodations or extensions of credit (including, without
limitation, any loan or advance by renewal, refinancing or
extension of the Loan Agreements described hereinabove or
otherwise) heretofore, now or hereafter made to or for the
benefit of the Pledgor pursuant to the Loan Agreements, or
any other agreement, instrument or document executed
pursuant to or in connection therewith, and for other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Pledgor and the Lender
hereby agree as follows:
1. Pledge. The Pledgor hereby
pledges to the Lender, and grants to the Lender a security
interest in, the following (collectively, the "Pledged
Collateral"):
(a) The shares of the capital stock
of each Direct Subsidiary, now or at any
time or times hereafter owned by the
Pledgor, and the certificates representing
the shares of such capital stock (such
now-owned shares being identified on
Exhibit A next to each Direct Subsidiary),
all options and warrants for the purchase of
shares of the stock of any Direct
Subsidiary now or hereafter held in the
name of the Pledgor (all of said capital
stock, options and warrants and all capital
stock held in the name of the Pledgor as a
result of the exercise of such options or
warrants being hereinafter collectively
referred to as the "Pledged Stock"),
herewith in the case of the capital stock of
the SPC only, delivered to the Lender
accompanied by stock powers in the form
of Exhibit B attached hereto and made a
part hereof (the "Powers") duly executed in
blank, and all dividends, cash, instruments
and other property from time to time
received, receivable or otherwise
distributed in respect of, or in exchange
for, any or all of the Pledged Stock it
being understood that the stock powers for
each Direct Subsidiary other than the SPC
have been delivered to the Lender in
connection with the Loan Agreements.
(b) All additional shares of stock
of any Direct Subsidiary from time to time
acquired by the Pledgor in any manner,
and the certificates representing such
additional shares (any such additional
shares shall constitute part of the Pledged
Stock and the Lender is irrevocably
authorized to amend Exhibit A from time
to time to reflect such additional shares),
and all options, warrants, dividends, cash,
instruments and other rights and options
from time to time received, receivable or
otherwise distributed in respect of or in
exchange for any or all of such shares;
(c) The property and interests in
property described in Section 3 below; and
(d) All proceeds of the foregoing.
2. Security for Liabilities. The
Pledged Collateral secures the prompt payment, performance
and observance of (i) the Pledgor's obligations and liabilities
under the Loan Agreements and each agreement, document or
instrument executed pursuant to or in connection with any
Loan Agreement, including the "Secured Obligations" (as
such term is defined in each of the Loan Agreements) and (ii)
the Pledgor's obligations and liabilities under this Pledge
Agreement and each agreement, document or instrument
executed pursuant to or in connection with this Pledge
Agreement (all such obligations and liabilities of the Pledgor
now or hereafter existing being hereinafter referred to as the
"Liabilities").
3. Pledged Collateral Adjustments.
If, during the term of this Pledge Agreement:
(a) Any stock dividend,
reclassification, readjustment or other
change is declared or made in the capital
structure of any Direct Subsidiary, or any
option included within the Pledged
Collateral is exercised, or both, or
(b) Any subscription warrants or
any other rights or options shall be issued
in connection with the Pledged Collateral,
then all new, substituted and additional shares, warrants,
rights, options or other securities, issued by reason of any of
the foregoing, shall be immediately delivered to and held by
the Lender under the terms of this Pledge Agreement and
shall constitute Pledged Collateral hereunder; provided,
however, that nothing contained in this Section 3 shall be
deemed to permit any stock dividend, issuance of additional
stock, warrants, rights or options, reclassification,
readjustment or other change in the capital structure of a
Direct Subsidiary which is not permitted by any Loan
Agreement.
4. Subsequent Changes Affecting
Pledged Collateral. The Pledgor represents and warrants that
it has made its own arrangements for keeping itself informed
of changes or potential changes affecting the Pledged
Collateral (including, but not limited to, rights to convert,
rights to subscribe, payment of dividends, reorganization or
other exchanges, tender offers and voting rights), and the
Pledgor agrees that the Lender shall have no obligation to
inform the Pledgor of any such changes or potential changes
or to take any action or omit to take any action with respect
thereto. The Lender may, after the occurrence of an Event of
Default, without notice and at its option, transfer or register
the Pledged Collateral or any part thereof into its or its
nominee's name with or without any indication that such
Pledged Collateral is subject to the security interest hereunder.
In addition, the Lender may at any time exchange certificates
or instruments representing or evidencing Pledged Shares for
certificates or instruments of smaller or larger denominations.
5. Representations and Warranties.
The Pledgor represents and warrants as follows:
(a) The Pledgor is the legal and
beneficial owner of the Pledged Stock, which represents
100% of the issued and outstanding common stock of each
Direct Subsidiary identified on Exhibit A, free and clear of
any Lien except for the security interest created by this
Pledge Agreement or pursuant to the Loan Agreements and
Lender Pledge Agreement and the Pledgor owns no other
stock other than that of Aegis Auto Funding Corp. III, the
stock of which is specifically excluded from the security
interest granted hereby.
(b) The Pledgor has full corporate
power and authority to enter into this Pledge Agreement;
(c) There are no restrictions upon
the voting rights associated with, or upon the transfer of, any
of the Pledged Collateral;
(d) The Pledgor has the right to
vote, pledge and grant a security interest in or otherwise
transfer such Pledged Collateral free of any Liens other than
the Lien created pursuant to this Pledge Agreement or the
Loan Agreements;
(e) No authorization, approval, or
other action by, and no notice to or filing with, any
Governmental Authority or regulatory body is required either
(i) for the pledge of the Pledged Collateral pursuant to this
Pledge Agreement or for the execution, delivery or
performance of this Pledge Agreement by the Pledgor or (ii)
for the exercise by the Lender of the voting or other rights
provided for in this Pledge Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Pledge
Agreement (except as may be required in connection with
such disposition by laws affecting the offering and sale of
securities generally);
(f) The pledge of the Pledged
Collateral pursuant to this Pledge Agreement creates a valid
and perfected security interest in the Pledged Collateral, in
favor of the Lender, securing the payment and performance of
the Liabilities; and
(g) The Powers delivered to the
Lender are duly executed and give the Lender the authority
they purport to confer.
6. Voting Rights. During the term
of this Pledge Agreement, and except as provided in this
Section 7(b) below, the Pledgor shall have the right to vote
the Pledged Stock on all corporate questions in a manner not
inconsistent with the terms of this Pledge Agreement, the
Loan Agreements and any other agreement, instrument or
document executed pursuant thereto or in connection
therewith. After the occurrence of an Event of Default, the
Lender or its nominee may, at the Lender or such nominee's
option and following written notice from the Lender to the
Pledgor, exercise all voting powers pertaining to the Pledged
Collateral, including the right to take action by shareholder
consent. Such authorization shall constitute an irrevocable
voting proxy from the Pledgor to the Lender or, at the
Lender's option, to the Lender's nominee.
7. Dividends and Other
Distributions. (a) So long as no Event of Default or Default
shall have occurred:
(i) The Pledgor shall be entitled to
receive and retain any and all dividends and interest paid in
respect of the Pledged Collateral, provided, however, that any
and all
(A) dividends and interest paid or
payable other than in cash with respect to,
and instruments and other property
received, receivable or otherwise
distributed with respect to, or in exchange
for, any of the Pledged Collateral;
(B) dividends and other
distributions paid or payable in cash with
respect to any of the Pledged Collateral on
account of a partial or total liquidation or
dissolution or in connection with a
reduction of capital, capital surplus or
paid-in surplus; and
(C) cash paid, payable or otherwise
distributed with respect to principal of, or
in redemption of, or in exchange for, any
of the Pledged Collateral;
shall be Pledged Collateral, and shall be forthwith delivered
to the Lender to hold as Pledged Collateral and shall, if
received by the Pledgor, be received in trust for the Lender,
be segregated from the other property or funds of the
Pledgor, and be delivered immediately to the Lender as
Pledged Collateral in the same form as so received (with any
necessary endorsement); and
(ii) The Lender shall execute and
deliver (or cause to be executed and delivered) to the Pledgor
all such proxies and other instruments as the Pledgor may
reasonably request for the purpose of enabling the Pledgor to
receive the dividends or interest payments which it is
authorized to receive and retain pursuant to clause (i) above.
(b) After the occurrence of an
Event of Default:
(i) All rights of the Pledgor to
receive the dividends and interest payments which it would
otherwise be authorized to receive and retain pursuant to
Section 7(a)(i) hereof shall cease, and all such rights shall
thereupon become vested in the Lender, which shall
thereupon have the sole right to receive and hold as Pledged
Collateral such dividends and interest payments;
(ii) All dividends and interest
payments which are received by the Pledgor contrary to the
provisions of clause (i) of this Section 7(b) shall be received
in trust for the Lender, shall be segregated from other funds
of the Pledgor and shall be paid over immediately to the
Lender as Pledged Collateral in the same form as so received
(with any necessary endorsements);
(iii) The Pledgor shall, upon the
request of the Lender, at Pledgor's expense, use its best
efforts to obtain all necessary governmental approvals for the
sale of the Pledged Collateral, as requested by the Lender;
(iv) The Pledgor shall, upon the
request of the Lender, at the Pledgor's expense, do or cause
to be done all such other acts and things as may be necessary
to make such sale of the Pledged Collateral or any part
thereof valid and binding and in compliance with applicable
law.
The Pledgor will reimburse the Lender for all expenses
incurred by the Lender, including, without limitation,
reasonable attorneys' and accountants' fees and expenses in
connection with the foregoing. The Pledgor agrees that, in
light of the fact that federal and state securities laws impose
certain restrictions on the method by which the Pledged
Collateral may be sold, it will be commercially reasonable if
a private sale, upon at least ten (10) days' notice to the
Pledgor, is arranged so as to avoid a public offering, even
though the sales price established and/or obtained at such
private sale may be substantially less than prices which could
have been obtained for such security on any market or
exchange or in any other public sale.
8. Transfers and Other Liens. The
Pledgor agrees that it will not (i) sell or otherwise dispose of,
or grant any option with respect to, any of the Pledged
Collateral without the prior written consent of the Lender, or
(ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral except for the security interest
under this Pledge Agreement and in connection with the Loan
Agreements.
9. Remedies. (a) The Lender
shall have, in addition to any other rights given under this
Pledge Agreement or by law, all of the rights and remedies
with respect to the Pledged Collateral of a secured party
under the Uniform Commercial Code as in effect in the State
of New York. After the occurrence of an Event of Default
and following written notice to the Pledgor, the Lender
(personally or through an agent) is hereby authorized and
empowered to transfer and register in its name or in the name
of its nominee the whole or any part of the Pledged
Collateral, to exercise all voting rights with respect thereto, to
collect and receive all cash dividends and other distributions
made thereon, and to otherwise act with respect to the
Pledged Collateral as though the Lender were the outright
owner thereof. The Pledgor hereby irrevocably constitutes
and appoints the Lender as the proxy and attorney-in-fact of
the Pledgor, with full power of substitution to do so, such
proxy becoming effective upon the occurrence of an Event of
Default and following written notice thereof; provided,
however, that the Lender shall have no duty to exercise any
such right or to preserve the same and shall not be liable for
any failure to do so or for any delay in doing so. In addition,
after the occurrence of an Event of Default, the Lender shall
have such powers of sale and other powers as may be
conferred by applicable law. With respect to the Pledged
Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of the Lender
or which the Lender shall otherwise have the ability to
transfer under applicable law, the Lender may, in its sole
discretion, without notice except as specified below, after the
occurrence of an Event of Default, sell or cause the same to
be sold at any exchange, broker's board or at public or
private sale, in one or more sales or lots, at such price as the
Lender may deem best, for cash or on credit or for future
delivery, without assumption of any credit risk, and the
purchaser of any or all of the Pledged Collateral so sold shall
thereafter own the same, absolutely free from any claim,
encumbrance or right of any kind whatsoever. The Lender
may, in its own name, or in the name of a designee or
nominee, buy the Pledged Collateral at any public sale and, if
permitted by applicable law, buy the Pledged Collateral at
any private sale. The Pledgor will pay to the Lender all
reasonable expenses (including, without limitation, court costs
and reasonable attorneys' and paralegals' fees and expenses)
of, or incidental to, the enforcement of any of the provisions
hereof. The Lender agrees to distribute any proceeds of the
sale of the Pledged Collateral in accordance with the Loan
Agreements and the Master Amendment and the Pledgor shall
remain liable for any deficiency following the sale of the
Pledged Collateral.
(b) Unless any of the Pledged
Collateral threatens to decline speedily in value or is or
becomes of a type sold on a recognized market, the Lender
will give the Pledgor reasonable notice of the time and place
of any public sale thereof, or of the time after which any
private sale or other intended disposition is to be made. Any
sale of the Pledged Collateral conducted in conformity with
reasonable commercial practices of banks, commercial finance
companies, insurance companies or other financial institutions
disposing of property similar to the Pledged Collateral shall
be deemed to be commercially reasonable. Notwithstanding
any provision to the contrary contained herein, the Pledgor
agrees that any requirements of reasonable notice shall be met
if such notice is received by the Pledgor as provided in
Section 25 below at least ten (10) days before the time of the
sale or disposition; provided, however, that the Lender may
give any shorter notice that is commercially reasonable under
the circumstances. Any other requirement of notice, demand
or advertisement for sale is waived, to the extent permitted by
law.
(c) In view of the fact that federal
and state securities laws may impose certain restrictions on
the method by which a sale of the Pledged Collateral may be
effected after an Event of Default, the Pledgor agrees that
after the occurrence of an Event of Default, the Lender may,
from time to time, attempt to sell all or any part of the
Pledged Collateral by means of a private placement restricting
the bidders and prospective purchasers to those who are
qualified and will represent and agree that they are purchasing
for investment only and not for distribution. In so doing, the
Lender may solicit offers to buy the Pledged Collateral, or
any part of it, from a limited number of investors deemed by
the Lender, in its reasonable judgment, to be financially
responsible parties who might be interested in purchasing the
Pledged Collateral. If the Lender solicits such offers from
not less than three (3) such investors, then the acceptance by
the Lender of the highest offer obtained therefrom shall be
deemed to be a commercially reasonable method of disposing
of such Pledged Collateral; provided, however, that this
Section does not impose a requirement that the Lender solicit
offers from three or more investors in order for the sale to be
commercially reasonable.
10. Security Interest Absolute. All
rights of the Lender and security interests hereunder, and all
obligations of the Pledgor hereunder, shall be absolute and
unconditional irrespective of:
(a) Any lack of validity or
enforceability of the Loan Agreements or
any other agreement or instrument relating
thereto;
(b) Any change in the time,
manner or place of payment of, or in any
other term of, all or any part of the
Liabilities, or any other amendment or
waiver of or any consent to any departure
from the Loan Agreements;
(c) Any exchange, release or
non-perfection of any other collateral, or
any release or amendment or waiver of or
consent to departure from any guaranty, for
all or any part of the Liabilities; or
(d) any other circumstance which
might otherwise constitute a defense
available to, or a discharge of, the Pledgor
in respect of the Liabilities or of this
Pledge Agreement.
11. Lender Appointed
Attorney-in-Fact. The Pledgor hereby appoints the Lender its
attorney-in-fact, with full authority, in the name of the
Pledgor or otherwise, after the occurrence of an Event of
Default, from time to time in the Lender's sole discretion, to
take any action and to execute any instrument which the
Lender may deem necessary or advisable to accomplish the
purposes of this Pledge Agreement, including, without
limitation, to receive, endorse and collect all instruments
made payable to the Pledgor representing any dividend,
interest payment or other distribution in respect of the
Pledged Collateral or any part thereof and to give full
discharge for the same and to arrange for the transfer of all or
any part of the Pledged Collateral on the books of a Direct
Subsidiary to the name of the Lender or its nominee.
12. Waivers. (a) The Pledgor
waives presentment and demand for payment of any of the
Liabilities, protest and notice of dishonor or Event of Default
with respect to any of the Liabilities and all other notices to
which the Pledgor might otherwise be entitled except as
otherwise expressly provided herein or in the Loan
Agreements.
(b) The Pledgor agrees that all of
its obligations under this Pledge Agreement shall remain in
full force and effect without defense, offset or counterclaim
of any kind.
(c) The Pledgor hereby expressly
waives the benefits of any laws purporting to allow a
guarantor or pledgor to revoke a continuing guaranty or
pledge with respect to any transactions occurring after the
date of the guaranty or pledge.
13. Term. This Pledge Agreement
shall remain in full force and effect until the Liabilities have
been fully and indefeasibly paid in cash, all obligations if the
Pledgor in connection with the Loan Agreements have been
repaid and such Loan Agreements have been terminated
pursuant to their terms. Upon the termination of this Pledge
Agreement as provided above (other than as a result of the
sale of the Pledged Collateral), the Lender will release the
security interest created hereunder and, if they then have
possession of the Pledged Stock, will deliver the Pledged
Stock and the Powers to the Pledgor.
14. Definitions. The singular shall
include the plural and vice versa and any gender shall include
any other gender as the context may require.
15. Successors and Assigns. This
Pledge Agreement shall be binding upon and inure to the
benefit of the Pledgor, the Lender and their respective
successors and assigns. The Pledgor's successors and assigns
shall include, without limitation, a receiver, trustee or
debtor-in-possession of or for the Pledgor.
16. GOVERNING LAW. THIS
PLEDGE AGREEMENT HAS BEEN EXECUTED AND
DELIVERED BY THE PARTIES HERETO IN NEW
YORK, NEW YORK. ANY DISPUTE BETWEEN THE
LENDER AND THE PLEDGOR ARISING OUT OF OR
RELATED TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS
PLEDGE AGREEMENT, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL
BE RESOLVED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAWS BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF
LAWS PROVISIONS.
17. Consent to Jurisdiction;
Counterclaims; Forum Non Conveniens. (a) Exclusive
Jurisdiction. Except as provided in subsection (b) of this
Section 17, the Lender and the Pledgor agree that all disputes
between them arising out of or related to the relationship
established between them in connection with this Pledge
Agreement, whether arising in contract, tort, equity, or
otherwise, shall be resolved only by state or federal courts
located in New York, New York, but the parties acknowledge
that any appeals from those courts may have to be heard by a
court located outside of New York, New York.
(b) Other Jurisdictions. The
Lender shall have the right to proceed against the Pledgor or
its property in a court in any location to enable the Lender to
obtain personal jurisdiction over the Pledgor, to realize on the
Pledged Collateral or any other security for the Liabilities or
to enforce a judgment or other court order entered in favor of
the Lender. The Pledgor shall not assert any permissive
counterclaims in any proceeding brought by the Lender
arising out of or relating to this Pledge Agreement.
(c) Venue; Forum Non
Conveniens. Each of the Pledgor and the Lender waives any
objection that it may have (including, without limitation, any
objection to the laying of venue or based on forum non
conveniens) to the location of the court in which any
proceeding is commenced in accordance with this Section 17.
18. WAIVER OF JURY TRIAL.
EACH OF THE PLEDGOR AND THE Lender WAIVES
ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN THE Lender AND THE
PLEDGOR ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED BY THIS PLEDGE
AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH. EITHER
THE PLEDGOR OR THE Lender MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS
PLEDGE AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.
19. Waiver of Bond. The Pledgor
waives the posting of any bond otherwise required of the
Lender in connection with any judicial process or proceeding
to realize on the Collateral or any other security for the
Liabilities, to enforce any judgment or other court order
entered in favor of the Lender, or to enforce by specific
performance, temporary restraining order, or preliminary or
permanent injunction, this Pledge Agreement or any other
agreement or document between the Lender and the Pledgor.
20. Advice of Counsel. The
Pledgor represents and warrants to the Lender that it has
consulted with its legal counsel regarding all waivers under
this Pledge Agreement, including without limitation those
under Section 12 and Sections 16 through 19 hereof, that it
believes that it fully understands all rights that it is waiving
and the effect of such waivers, that it assumes the risk of any
misunderstanding that it may have regarding any of the
foregoing, and that it intends that such waivers shall be a
material inducement to the Lender to extend the indebtedness
secured hereby.
21. Severability. Whenever
possible, each provision of this Pledge Agreement shall be
interpreted in such manner as to be effective and valid under
applicable law, but, if any provision of this Pledge Agreement
shall be held to be prohibited or invalid under applicable law,
such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge
Agreement.
22. Further Assurances. The
Pledgor agrees that it will cooperate with the Lender and will
execute and deliver, or cause to be executed and delivered, all
such other stock powers, proxies, instruments and documents,
and will take all such other actions, including, without
limitation, the execution and filing of financing statements, as
the Lender may reasonably request from time to time in order
to carry out the provisions and purposes of this Pledge
Agreement.
23. The Lender' s Duty of Care.
The Lender shall not be liable for any acts, omissions, errors
of judgment or mistakes of fact or law including, without
limitation, acts, omissions, errors or mistakes with respect to
the Pledged Collateral, except for those arising out of or in
connection with the Lender's (i) gross negligence or willful
misconduct, or (ii) failure to use reasonable care with respect
to the safe custody of the Pledged Collateral in the Lender's
possession. Without limiting the generality of the foregoing,
the Lender shall be under no obligation to take any steps
necessary to preserve rights in the Pledged Collateral against
any other parties but may do so at its option. All expenses
incurred in connection therewith shall be for the sole account
of the Pledgor, and shall constitute part of the Liabilities
secured hereby.
24. Notices. All notices and other
communications required or desired to be served, given or
delivered hereunder shall be made in writing or by a
telecommunications device capable of creating a written
record and shall be addressed to the party to be notified as
follows:
if to the Pledgor, at
Aegis Auto Finance, Inc.
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Attention: President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
if to the Lender, at
III Finance, Ltd.
c/o Admiral Administration Ltd.
Anchorage Center, 2nd Floor
Grand Cayman, Cayman Islands
British West Indies
Attention: ▇▇▇▇▇ Bree
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to
III Offshore Advisors
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or, as to each party, at such other address as designated by
such party in a written notice to the other party. All such
notices and communications shall be deemed to be validly
served, given or delivered (i) three (3) days following deposit
in the United States mails, with proper postage prepaid; (ii)
upon delivery thereof if delivered by hand to the party to be
notified; (iii) one Business Day after delivery thereof to a
reputable overnight courier service, with delivery charges
prepaid; or (iv) upon transmission thereof with confirmation
of successful transmission from the sending
telecommunications device, if sent by telecommunications
device.
25. Amendments, Waivers and
Consents. No amendment or waiver of any provision of this
Pledge Agreement nor consent to any departure by the
Pledgor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Lender and then
such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given.
26. Section Headings. The section
headings herein are for convenience of reference only, and
shall not affect in any way the interpretation of any of the
provisions hereof.
27. Execution in Counterparts.
This Pledge Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of
which shall together constitute one and the same agreement.
28. Merger. This Pledge
Agreement represents the final agreement of the Pledgor with
respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous
agreements, or subsequent oral agreements, between the
Pledgor and the Lender.
IN WITNESS WHEREOF, the
Pledgor and the Lender have executed this Pledge Agreement
as of the date set forth above.
AEGIS AUTO FINANCE, INC.
By: _________________________
Name: ___________________
Title: ____________________
III
FINA
NCE,
LTD.
By: _________________________
Name: ___________________
Title: ____________________
ACKNOWLEDGMENT
The undersigned hereby
acknowledges receipt of a copy of the foregoing Pledge
Agreement, agrees promptly to note on its books the security
interests granted under such Pledge Agreement, and waives
any rights or requirement at any time hereafter to receive a
copy of such Pledge Agreement in connection with the
registration of any Pledged Collateral in the name of the
Lender or its nominee or the exercise of voting rights by the
Lender or its nominee.
AEGIS
AUTO FUNDING CORP. IV
By:
___________________________
Name: _____________________
Title: ______________________
AEGIS
AUTO FUNDING CORP. II
By:
___________________________
Name: _____________________
Title: ______________________
AEGIS
AUTO FUNDING CORP.
By:
___________________________
Name: _____________________
Title: ______________________
EXHIBIT A
to
PLEDGE AGREEMENT
dated as of March __, 1997
Pledged Stock Certificates
Number of
Name of Direct
Issued and
Subsidiary
Outstanding Shares
Aegis Auto Funding Corp. IV
[__________]
Aegis Auto Funding Corp. II
[__________]
Aegis Auto Funding Corp.
[__________]
EXHIBIT B
to
PLEDGE AGREEMENT
dated as of March __, 1997
Form of Stock Power
STOCK POWER
FOR VALUE RECEIVED, the
undersigned does hereby sell, assign and transfer to
_____________________________ _____ Shares of Common
Stock of [INSERT NAME OF DIRECT SUBSIDIARY], a
Delaware corporation, represented by Certificate No. __ (the
"Stock"), standing in the name of the undersigned on the
books of said corporation and does hereby irrevocably
constitute and appoint
___________________________________ as the
undersigned's true and lawful attorney, for it and in its name
and stead, to sell, assign and transfer all or any of the Stock,
and for that purpose to make and execute all necessary acts of
assignment and transfer thereof; and to substitute one or more
persons with like full power, hereby ratifying and confirming
all that said attorney or substitute or substitutes shall lawfully
do by virtue hereof.
Dated: _______________
AEGIS
AUTO FINANCE, INC.
By:
_________________________
Title:
TABLE OF CONTENTS
1. Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Security for Liabilities . . . . . . . . . . . . . . . . . . . . . 2
3. Pledged Collateral Adjustments . . . . . . . . . . . . . . . . . . 2
4. Subsequent Changes Affecting Pledged
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Representations and Warranties . . . . . . . . . . . . . . . . . . 3
6. Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Dividends and Other Distributions. . . . . . . . . . . . . . . . . 4
8. Transfers and Other Liens. . . . . . . . . . . . . . . . . . . . . 5
9. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. Security Interest Absolute. . . . . . . . . . . . . . . . . . . . 7
11. Lender Appointed Attorney-in-Fact . . . . . . . . . . . . . . . . 7
12. Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 8
16. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 8
17. Consent to Jurisdiction;
Counterclaims; Forum Non Conveniens. . . . . . . . . . . . . . . . . . 8
18. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . 9
19. Waiver of Bond. . . . . . . . . . . . . . . . . . . . . . . . . . 9
20. Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . 9
21. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
22. Further Assurances. . . . . . . . . . . . . . . . . . . . . . . .10
23. The Lender' s Duty of Care. . . . . . . . . . . . . . . . . . . .10
24. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
25. Amendments, Waivers and Consents. . . . . . . . . . . . . . . . .11
26. Section Headings. . . . . . . . . . . . . . . . . . . . . . . . .11
27. Execution in Counterparts . . . . . . . . . . . . . . . . . . . .11
28. Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
EXHIBITS
EXHIBIT A -- Pledged Stock Certificates
EXHIBIT B -- Form of Stock Power
I:\AHC_COM\10_105_7.WPD May 8, 1997 (5:2p)