AEGIS AUTO FUNDING CORP. IV,
a Delaware Corporation, Seller
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Trustee and Backup Servicer
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 1997
$37,162,000
AEGIS AUTO RECEIVABLES TRUST 1997-2
AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATES
TABLE OF CONTENTS
Page
ARTICLE I. CREATION OF TRUST
1
ARTICLE II. CONVEYANCE OF RECEIVABLES
1
ARTICLE III. ACCEPTANCE BY TRUSTEE
3
ARTICLE IV. INCORPORATION OF STANDARD TERMS AND
CONDITIONS
3
ARTICLE V. SPECIAL DEFINITIONS AND TERMS
4
ARTICLE VI. ADDITIONAL SELLER REPRESENTATIONS
5
ARTICLE VII. CERTIFICATE DELIVERY AND REGISTRATION
5
ARTICLE VIII. APPLICATION OF PROCEEDS
6
TESTIMONIUM
SIGNATURES
APPENDIX A Schedule of Receivables
APPENDIX B Standard Terms and Conditions
APPENDIX C Risk Default Insurance Policy Endorsement
APPENDIX D VSI Insurance Policy Endorsement
APPENDIX E Direction as to Registration of Certificates
APPENDIX F General Certificate of Aegis Auto Funding Corp. IV
APPENDIX G Form of Term Note
POOLING AND SERVICING AGREEMENT
This POOLING AND SERVICING AGREEMENT is dated as of April
1, 1997 (this "Agreement") among Aegis Auto Funding Corp. IV, a Delaware
corporation, as Seller (the "Seller") and Norwest Bank Minnesota, National
Association, a national banking association, as trustee for the Trust (the
"Trustee") and as Backup Servicer (the "Backup Servicer") and is made with
respect to the formation of the Aegis Auto Receivables Trust 1997-2 (the
"Trust").
WHEREAS, the Seller and the Trustee desire to form a trust pursuant
to the Master Trust Agreement dated as of March 1, 1997 (the "Master Trust
Agreement") by and between the Seller and the Trustee, and provide for the
issuance of a series of Automobile Pass-Through Certificates by such trust;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
CREATION OF TRUST
Upon the execution of this Agreement by the parties hereto, there is
hereby created the Aegis Auto Receivables Trust 1997-2. The situs and
administration of the Trust shall be in Minneapolis, Minnesota or in such
other city in which the Corporate Trust Office is located from time to time.
ARTICLE II
CONVEYANCE OF RECEIVABLES
Section 2.01. Conveyance by Seller.
(a) In consideration of the Trustee's delivery of the
Certificates to or upon the order of the Seller in an aggregate principal
amount equal to the aggregate Principal Balance of the Initial
Receivables, the Seller does hereby irrevocably sell, assign, and
otherwise convey to the Trustee, in trust for the benefit of the
Certificateholders, without recourse (subject to the obligations herein):
(i) all right, title and interest of the Seller in and to the Initial
Receivables identified on Appendix A hereto, all 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
in the Financed Vehicles granted by the Obligors pursuant to
the Initial 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 Initial Receivables, the Financed Vehicles or the
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 an Initial Receivable and have
been repossessed by or on behalf of the Trust;
(v) the interest of the Seller in any Dealer Recourse
relating to the Initial Receivables;
(vi) all right, title and interest of the Seller in and to
the Purchase Agreement; and
(vii) the proceeds of any and all of the foregoing.
(b) [RESERVED]
Section 2.02. Nature of Conveyance. It is the intention of the Seller
and the Trustee that the transfer and assignment of the Seller's right, title
and interest in and to the assets identified in clauses (i) through (vii) of
Section 2.01(a) (collectively, the "Trust Property") shall constitute an
absolute sale by the Seller to the Trustee in trust for the benefit of the
Certificateholders. In the event a court of competent jurisdiction were to
recharacterize the transfer of the Trust Property as a secured borrowing
rather than a sale, contrary to the intent of the Seller and the Trustee,
the Seller does hereby grant, assign and convey to the Trustee and the
Trust, as security for all amounts payable to the Certificateholders, a
security interest in and lien upon all of its right, title and interest in
and to the Trust Property, including all amounts deposited
to the Lock-Box Account, the Collection Account and the Certificate Account,
said security interest to be effective from the date of execution of this
Agreement.
The Trustee and the Certificateholders acknowledge and agree that the
Seller is the holder of the Residual Interest.
ARTICLE III
ACCEPTANCE BY TRUSTEE
The Trustee, on behalf of the Trust, hereby accepts all consideration
conveyed by the Seller pursuant to Article II, and declares that the Trustee
shall hold such consideration upon the trusts herein set forth for the
benefit of all present and future Certificateholders, subject to the terms
and provisions of this Agreement and the Master Trust Agreement.
ARTICLE IV
INCORPORATION OF STANDARD TERMS AND CONDITIONS
This Agreement hereby incorporates by reference the Standard Terms
provided for by the Master Trust Agreement in the form attached hereto as
Appendix C, except to the extent expressly modified hereby.
ARTICLE V
SPECIAL DEFINITIONS AND TERMS
Section 5.01. Special Definitions. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Standard
Terms. Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
"Backup Servicer Fee" means, with respect to any Distribution Date,
one-twelfth of the product of (i) 0.02% per annum and (ii) the outstanding
Pool Balance as of the first day of the preceding Collection Period or, in
the case of the first Distribution Date, as of the Closing Date.
"Class A Percentage" means 64.9992%.
"Class A Rate" means 7.515% of interest per annum.
"Class B Percentage" means 35.0008%.
"Class B Rate" means 13.901% of interest per annum; provided,
however that if a Credit Enhancement Event shall have occurred, "Class B
Rate" shall mean 12.972%. A "Credit Enhancement Event" shall have
occurred if, within 90 days of the Closing Date, the Seller notifies the
Trustee and the Certificateholders that a Credit Enhancement Fee shall be
payable to the Credit Enhancer in connection with the credit enhancement of
the Class A Certificates or any commercial paper issued to fund the purchase
of the Class A Certificates.
"Closing Date" means April 16, 1997.
"Credit Enhancement Event" shall have the meaning set forth in the
definition of "Class B Rate".
"Credit Enhancement Fee" means, with respect to any Distribution
Date, one-twelfth of the product of 0.50% per annum times the Class A
Percentage of the Pool Balance as of the end of the preceding Distribution
Date, payable to the Credit Enhancer after a Credit Enhancement Event shall
have occurred.
"Custodian Fee" means $1.75 per file boarded.
"Cutoff Date" means March 31, 1997.
"Discount Rate" means 14.0% per annum.
"Final Scheduled Distribution Date" means October 20, 2002.
"Initial Distribution Date" means May 20, 1997.
"Original Class Certificate Balance" means, as to the Class A
Certificates, $24,155,000, and as to the Class B Certificates, $13,007,000.
"Reserve Fund Initial Deposit" means $705,154.92.
"Trustee Fee" means, with respect to any Distribution Date, one-
twelfth of the product of (i) 0.02% per annum and (ii) the aggregate Class
Certificate Balance as of the close of business on the preceding Distribution
Date (or, in the case of the Initial Distribution Date, the original aggregate
Class Certificate Balance).
Section 5.02. Special Terms. (a) Term Note. On the Closing Date,
the Reserve Fund Initial Deposit shall be invested in a Term Note of The
Aegis Consumer Funding Group, Inc., substantially in the form of Appendix
G hereto.
(b) [Reserved]
ARTICLE VI
ADDITIONAL SELLER REPRESENTATIONS
The Seller hereby makes the following additional representations with
respect to the Receivables:
(i) Schedule of Receivables. The information set forth in Appendix
A hereto is true, complete and correct in all material respects as of the
opening of business on the applicable Cutoff Dates, as the case may be, and
no selection procedures adverse to the Certificateholders have been utilized
in selecting the Receivables.
(ii) Scheduled Payments. No Receivables had a payment that was
more than 59 days overdue as of the applicable Cutoff Date; and each
Receivable has a final scheduled payment due no later than the Final
Scheduled Distribution Date.
(iii) Insurance Policy Endorsements. Attached hereto as Appendices
E and F, respectively, are true and correct copies of the endorsements to the
Risk Default Insurance Policy and VSI Insurance Policy required by the
Standard Terms.
ARTICLE VII
CERTIFICATE DELIVERY AND REGISTRATION
The Certificates shall be designated as the "Aegis Auto Receivables
Trust 1997-2, Automobile Receivable Pass-Through Certificates, Series 1997-
2" (the "Certificates"), and issued with an initial aggregate Certificate
Balance of $37,162,000 in two Classes as follows: Class A Certificates with
an initial Certificate Balance of $24,155,000 and Class B Certificates with
an initial Certificate Balance of $13,007,000.
The Seller hereby directs the Trustee to register the Certificates in the
names and denominations specified in the direction attached hereto as
Appendix E, and to execute, authenticate and deliver the Certificates to the
initial purchasers specified in such direction upon receipt by the Trustee
of the following:
(i) $37,302,997,36 in immediately available funds from
the purchasers for the account of the Seller;
(ii) Investor letters executed by each of the initial
purchasers;
(iii) An executed copy of the Supplemental Conveyance
from Aegis Finance in the form attached as Appendix A to the
Purchase Agreement with respect to the Receivables conveyed to the
Trust on the Closing Date;
(iv) An executed copy of the certificate of the Seller
required by Section 7 of the Master Certificate Purchase Agreement
substantially in the form attached hereto as Appendix F;
(v) Executed opinions of counsel to the Seller required by
Section 7 of the Master Certificate Purchase Agreement; and
(vi) $24,021.54 in immediately available funds from the
Seller for deposit to the Collection Account of Excess Interest
Collections.
ARTICLE VIII
APPLICATION OF PROCEEDS
The proceeds of the Certificates, receipt of which the Trustee hereby
acknowledges, shall be applied as follows:
(i) $24,021.54 in immediately available funds from
the Seller for deposit to the Collection Account of Excess
Interest Collections.
(ii) $705,154.92 shall be deposited into the Reserve
Fund as the Reserve Fund Initial Deposit; and
(iii) The remainder of $37,302,997.36 shall be paid
to the Seller or upon the Seller's order.
IN WITNESS WHEREOF, the parties hereto have caused this Pooling
and Servicing Agreement to be duly executed by their respective officers as
of the day and year first above written.
AEGIS AUTO FUNDING CORP. IV,
as Seller
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee and as Backup Servicer
By:
Name:
Title:
[Signature Page to Pooling and Servicing Agreement]
APPENDIX A
SCHEDULE OF RECEIVABLES
Delivered to the Trustee on the Closing Date
(See Attached)
APPENDIX B
STANDARD TERMS AND CONDITIONS
APPENDIX C
RISK DEFAULT INSURANCE POLICY ENDORSEMENT
APPENDIX D
VSI INSURANCE POLICY ENDORSEMENT
APPENDIX E
$37,162,000
Aegis Auto Receivables Trust 1997-2
Automobile Receivable Pass-Through Certificates,
Series 1997-2
DIRECTION AS TO
REGISTRATION OF CERTIFICATES
The undersigned purchasers of the above-referenced Certificates hereby
direct the Trustee to register such Certificates in the names and
denominations specified below:
CLASS A CERTIFICATES
Certificate
Number Name
Amount Purchased
R-1 III Finance Ltd. $16,908,500
R-2 III Global Ltd $ 7,246,500
CLASS B CERTIFICATES
Certificate
Number Name
Amount Purchased
R-1 III Limited Partnership
$13,007,000
Total $
37,162,000
IN WITNESS WHEREOF, the undersigned have duly executed this
Direction as to Registration of Certificates as of the date set forth
below.
Dated: April 16, 1997
III FINANCE LTD.
By
Name:
Title:
III GLOBAL LTD.
By
Name:
Title:
III LIMITED PARTNERSHIP
By
Name:
Title:
Appendix F
$37,162,000
Aegis Auto Receivables Trust 1997-2
Automobile Receivable Pass-Through Certificates,
Series 1997-2
GENERAL CERTIFICATE
OF
AEGIS AUTO FUNDING CORP. IV
The undersigned, on behalf of Aegis Auto Funding Corp. IV,
a Delaware corporation ("Seller"), hereby certifies this April 16, 1997, as
follows in connection with the issuance of the above-referenced Certificates
(the "Certificates") pursuant to the terms of the Pooling and Servicing
Agreement dated as of April 1, 1997 (the "Agreement") among the Seller,
Norwest Bank Minnesota, National Association, as backup servicer and
Norwest Bank Minnesota, National Association, as Trustee, and the Master
Trust Agreement dated as of March 1, 1997 (the "Master Trust Agreement")
between the Seller and the Trustee (capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Standard Terms
and Conditions attached as Appendix A to the Master Trust Agreement):
1. The undersigned has examined the Agreement, the
Master Trust Agreement, the Purchase Agreement and the Master Certificate
Purchase Agreement.
2. The representations and warranties of the Seller
contained in the Agreement, the Master Trust Agreement, the Purchase
Agreement and the Master Certificate Purchase Agreement are true and
correct in all material respects as if made on and as of the date hereof
(except for such representations and warranties specifically made as of
another specified date).
3. Neither the Seller nor any of its Affiliates is in default
in the performance of any of their respective obligations under the documents
mentioned in paragraph 2 above or any other Pooling and Servicing
Agreement executed pursuant to the terms of the Master Trust Agreement.
4. The Seller has complied with all agreements and satisfied
all conditions on its part to be performed or satisfied under the documents
specified in paragraph 2 above at or prior to the date hereof.
5. The Seller did not, either independently or through any
other party, solicit any offer to buy or offer to sell the Certificates or any
similar security by means of any form of general solicitation or general
advertising, including, but not limited to, (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
medium or broadcast over television or radio, and (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising.
6. The Certificates were sold by the Seller to III Finance
Ltd., III Global Ltd. and III Limited Partnership in a private placement in
transactions exempt from the registration requirements of the Act.
7. The undersigned is duly authorized by the Seller to make
the foregoing representations on behalf of the Seller and has conducted such
investigation and made such inquiries as he has deemed necessary and
appropriate in order to make such representations on behalf of the Seller.
IN WITNESS WHEREOF the undersigned has signed this General
Certificate of Aegis Auto Funding Corp. IV as of the date first written above.
AEGIS AUTO FUNDING
CORP. IV
By: __________________________
Name:
Title:
PROMISSORY NOTE
$1,486,480 Dated Date: April 16, 1997
Maturity Date: October 20, 2002
FOR VALUE RECEIVED, The Aegis Consumer Funding Group, Inc.,
a Delaware Corporation (the "Company"), does hereby promise to pay to the
order of Aegis Auto Funding Corp. IV, a Delaware corporation (the "Payee")
in lawful money of the United States of America, the principal amount of
ONE MILLION FOUR HUNDRED EIGHT-SIX THOUSAND FOUR
HUNDRED EIGHTY DOLLARS ($1,486,480) (the "Principal Amount") on
the Maturity Date stated above subject to the conditions described herein.
Notwithstanding the foregoing, this Note shall, without demand, notice
or legal process of any kind, be declared and shall become immediately due
and payable upon the occurrence of any of the following events (each a
"Bankruptcy Event"): (i) 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 the Company
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings, or for 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; (ii) the consent by the Company
to the appointment of a trustee, conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of or relating to the Company and involving
substantially all of its property; or (iii) the Company shall admit in writing
its inability to pay its debts generally as they become due, file a petition
of any applicable bankruptcy, insolvency, or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations.
If a Bankruptcy Event occurs, the amount immediately due and payable
on this Note shall equal the original purchase price hereof ($705,154.92) plus
interest accrued on such amount from the Dated Date hereof until such amount
is paid in full at the rate of 14% per annum, calculated on the basis of a 360-
day year for the actual number of days elapsed and compounded semiannually.
The Company hereby promises to pay all costs and expenses incurred in the
collection and enforcement of this Note and any appeal of a judgement
rendered hereon.
This Note represents a general unsecured obligation of the Company.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
THE AEGIS
CONSUMER FUNDING
GROUP, INC., a
Delaware corporation
By:
Name:
Title:
PAY TO THE ORDER of Norwest Bank Minnesota, National
Association, as Trustee under that certain Master Trust Agreement between
the Trustee and Aegis Auto Funding Corp. IV dated March 1, 1997, as
amended and restated from time to time, without recourse or warranty.
AEGIS AUTO FUNDING
CORP. IV
By:
Name:
Title:
[PROMISSORY NOTE]
