EXECUTION
AEGIS AUTO FUNDING CORP.
AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATES,
SERIES 1996-A
CERTIFICATE PURCHASE AGREEMENT
September 27, 1996
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Dear Sirs:
Aegis Auto Funding Corp., a Delaware corporation (the
"Company"), proposes to sell to you its Automobile
Receivable Pass-Through Certificates, Series 1996-A
(collectively, the "Certificates") in the classes, in the
respective original principal amounts and with the
designations set forth in Schedule I hereto (the "Designated
Certificates"). Only the Designated Certificates are being
purchased by you hereunder. The Designated Certificates
will be issued by the Company pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of September 1, 1996, among the Company, as seller,
Norwest Bank Minnesota, National Association, as back-up
servicer (the "Back-up Servicer"), and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee").
Each Certificate will evidence the holder's fractional
undivided interest in a trust (the "Trust"), created
pursuant to the Pooling and Servicing Agreement, and
consisting primarily of a pool (the "Pool") of retail
installment sale contracts for new or used automobiles and
light-duty trucks between dealers and retail purchasers (the
"Contracts") and certain monies due thereunder on and after
the Cut-off Date.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, you and each
person who purchases a Designated Certificate directly from
you that:
(a) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, has full power and authority
(corporate and other) necessary to own or hold its
properties and to conduct its business as now conducted by
it and to enter into and perform its obligations under this
Agreement, the Pooling and Servicing Agreement and the
Purchase Agreement dated as of September 1, 1996 (the
"Purchase Agreement"), between the Company and Aegis Auto
Finance, Inc. ("Aegis Finance").
(b) This Agreement has been duly authorized,
executed and delivered by the Company.
(c) The Pooling and Servicing Agreement, when
executed and delivered as contemplated hereby and thereby,
will have been duly authorized, executed and delivered by
the Company, and when so executed and delivered, will
constitute a legal, valid, binding and enforceable agreement
of the Company, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether
enforcement is sought in a proceeding in equity or at law.
(d) The Purchase Agreement, when executed and
delivered as contemplated hereby and thereby, will have been
duly authorized, executed and delivered by the Company, and
when so executed and delivered, will constitute a legal,
valid, binding and enforceable agreement of the Company,
except insofar as any indemnification provisions therein may
be limited by applicable law, and subject, as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of
whether enforcement is sought in a proceeding in equity or
at law.
(e) As of the Closing Date, the Designated
Certificates will be duly and validly authorized and, when
duly and validly executed, authenticated and delivered in
accordance with the Pooling and Servicing Agreement and
delivered to you against payment therefor as provided
herein, will be duly and validly issued and outstanding and
entitled to the benefits of the Pooling and Servicing
Agreement.
(f) On the Closing Date, the representations and
warranties of the Company with respect to the Contracts
contained in the Pooling and Servicing Agreement will be
true and correct.
(g) The Company is not in violation of its
certificate of incorporation or by-laws or in default under
any agreement, indenture or instrument the effect of which
violation or default would be material to the Company.
Neither the issuance and sale of the Designated
Certificates, nor the execution and delivery by the Company
of this Agreement, the Pooling and Servicing Agreement or
the Purchase Agreement, nor the consummation by the Company
of any of the transactions herein or therein contemplated,
nor compliance by the Company with the provisions hereof or
thereof, does or will conflict with or result in a breach of
any term or provision of the certificate of incorporation or
by-laws of the Company or conflict with, result in a breach,
violation or acceleration of, or constitute a default under,
the terms of any indenture or other agreement or instrument
to which the Company is a party or by which it is bound, or
any statute (including, without limitation, any local
registration or licensing requirements), order or regulation
applicable to the Company of any court, regulatory body,
administrative agency or governmental body having
jurisdiction over the Company. The Company is not a party
to, bound by or in breach or violation of any indenture or
other agreement or instrument, or subject to or in violation
of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having
jurisdiction over it that materially and adversely affects,
or may in the future materially and adversely affect, (i)
the ability of the Company to perform its obligations under
this Agreement, the Pooling and Servicing Agreement or the
Purchase Agreement or (ii) the business, operations,
financial conditions, properties or assets of the Company.
(h) There are no actions or proceedings against,
or investigations of, the Company pending, or, to the
knowledge of the Company, threatened, before any court,
arbitrator, administrative agency or other tribunal (i)
asserting the invalidity of this Agreement, the Pooling and
Servicing Agreement, the Purchase Agreement or the
Certificates, (ii) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by this Agreement, the Pooling and Servicing
Agreement or the Purchase Agreement, (iii) that are
reasonably likely to be adversely determined and that might
materially and adversely affect the performance by the
Company of its obligations under, or the validity or
enforceability of, this Agreement, the Pooling and Servicing
Agreement, the Purchase Agreement or the Certificates or
(iv) seeking to affect adversely the federal income tax
attributes of the Certificates.
(i) Any taxes, fees and other governmental charges
in connection with the execution and delivery of this
Agreement, the Pooling and Servicing Agreement and the
Purchase Agreement or the execution, delivery and sale of
the Certificates have been or will be paid on or prior to
the Closing Date.
(j) Immediately prior to the assignment of the
Contracts to the Trustee as contemplated by the Pooling and
Servicing Agreement, the Company (i) had good title to, and
was the sole owner of, each Contract free and clear of any
pledge, mortgage, lien, security interest or other
encumbrance (collectively, "Liens"), (ii) had not assigned
to any person any of its right, title or interest in such
Contracts or in the Pooling and Servicing Agreement and
(iii) will have the power and authority to sell such
Contracts to the Trustee, and upon the execution and
delivery of the Pooling and Servicing Agreement by the
Trustee, the Trustee will have acquired all of the Company's
right, title and interest in and to the Contracts.
(k) There are no contracts, agreements or
understand- ings between the Company and any person
granting such person the right to require the Company to
file a registration statement under the Securities Act of
1933, as amended (the "1933 Act"), with respect to any
Designated Certificates owned or to be owned by such person.
(l) Assuming the accuracy of the representations
and warranties made by you in this agreement, the sale of
the Designated Certificates pursuant to this Agreement is
exempt from the registration and prospectus delivery
requirements of the 1933 Act. In the case of each offer or
sale of the Designated Certificates, no form of general
solicitation or general advertising was used by the Company
or any other representative of the Company, including, but
not limited to, advertisements, articles, notices or other
communications published in any newspaper, magazine or
similar medium or broadcast over tele- vision or radio, or
any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising. Neither
the Company nor any other person acting on behalf of the
Company has offered or sold, nor will the Company or any
other person acting on behalf of the Company offer or sell
directly or indirectly, any Designated Certificate or any
other security in any manner that, assuming the accuracy of
the representations and warranties and the performance of
the covenants given by you, would render the issuance and
sale of any of the Designated Certificates as contemplated
hereby a violation of Section 5 of the 1933 Act or the
registration or qualification requirements of any state
securities laws, nor has the Company authorized, nor will it
authorize, any person to act in such manner.
(m) Neither the Company nor the Trust is, and
neither the issuance and sale of the Certificates nor the
activities of the Trust pursuant to the Pooling and
Servicing Agreement will cause the Company or the Trust to
be, an "investment company" or under the control of an
"investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment
Company Act").
2. Representations, Warranties and Covenants of the
Pur- chaser. You represent and warrant to, and agree with,
the Company that:
(a) You are purchasing the Designated
Certificates, in the Original Certificate Principal Balances
set forth on Schedule I, solely for your own account as
principal and not as nominee or agent for any other person,
and not with a view to, or for offer or sale in connection
with, any distribution (within the meaning of the 0000 Xxx)
or fractionalization thereof, subject, never- theless, to
the understanding that the disposition of your property
shall at all times be and remain within your control. It is
understood that you intend to reoffer or resell the
Designated Certificates from time to time in one or more
privately negotiated transactions.
(b) You are an "accredited investor" as defined in
Rule 501(a)(1), (2) or (3) of Regulation D under the 1933
Act and a "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
(c) You will not offer the Designated Certificates
or any part thereof or any similar security for issue or
sale to, or solicit any offer to acquire any of the same
from, anyone so as to bring the offer and sale of the
Designated Certificates to you and by you within the
provisions of Section 5 of the 1933 Act.
3. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties set forth herein, the Company agrees to sell the
Designated Certificates to you, and you agree to purchase
the Designated Certificates from the Company, for the
purchase price of $17,385,757.89.
The Company and you have discussed the possibility of a
future restructuring of your investment in the Designated
Certificates that would involve inclusion of the underlying
Contracts in the pool of contracts underlying the Company's
next sale of automobile receivable pass-through
certificates; such sale is expected to occur on or prior to
December 31, 1996. You and the Company acknowledge that
there may be potential benefits to you through repurchase by
the Company of the Designated Certificates and inclusion of
the underlying Contracts in a larger pool backing rated,
multi-class certificates, and you and the Company agree that
you or one of your affiliates and the Company may discuss
terms of such a restructuring of your investment in a manner
that may also benefit the Company economically (e.g., by
necessitating a level of credit support that is lower than
the credit support for the Designated Certificates, or by
some other means). You and the Company agree that no such
agreement regarding the purchase or sale of the Designated
Certificates has been reached, and the Company shall have no
obligation to purchase from you, and you shall have no
obligation to sell to the Company, the Designated
Certificates. Any sale of the Designated Certificates by
you to the Company will be on terms that are mutually
beneficial and which will be deemed to provide fair value to
each party.
4. Delivery and Payment. Delivery of and payment for
the Designated Certificates shall be made at the office of
Xxxxx Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on
the date specified in Schedule I hereto, which date and time
may be changed by agreement between you and the Company
(such date and time of delivery and payment for the
Designated Certificates being herein called the "Closing
Date"). Delivery of the Designated Certificates shall be
made to you against payment by you of the purchase price
therefor in immediately available funds wired to such bank
as may be designated by the Company, or such other manner of
payment as may be agreed upon by the Company and you. The
Designated Certificates to be so delivered shall be in
book-entry or definitive fully registered form, as requested
by you, in such denominations and registered in such names
as you may have requested in writing not less than two full
business days in advance of the Closing Date.
The Company agrees to have the Designated Certificates
available for inspection, checking and packaging by you in
New York, New York on the business day prior to the Closing
Date.
5. Covenants of the Company. The Company covenants and
agrees with you that:
(a) During the period referred to in Section 5(b),
the Company will, at your request, furnish through you to
any prospective purchaser of Designated Certificates from
you such information as is reasonably requested and is
reasonably available concerning matters reasonably relevant
to such prospective purchaser's decision to purchase the
Designated Certificates and the Company represents and
warrants that such information will be accurate in all
material respects and not misleading.
(b) The Company authorizes you to deliver to
investors any information provided under Section 5(a) hereof
in connection with any reoffer or resale of the Designated
Certificates by you in accordance herewith.
(c) The Company agrees to use its reasonable best
efforts to furnish (or cause to be furnished) such
information and to execute such documents or instruments as
you may rea- sonably request to satisfy any condition to
the availability of an exemption under the state securities
or blue sky laws of any state for any sale of Designated
Certificates by you (provided that in no event shall the
Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or take any
action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the
Certificates, in any jurisdiction where it is not now so
subject).
(d) The Company will pay all costs and expenses in
connection with the transactions herein contemplated,
including, but not limited to, the fees and disbursements of
its counsel; the costs and expenses of printing (or
otherwise reproducing) and delivering the Pooling and
Servicing Agreement and the Certifi- xxxxx; the fees, costs
and expenses of the Trustee (to the extent permitted under
the Pooling and Servicing Agreement, and except to the
extent that another party is obligated to pay such amounts
thereunder) and the fees and disbursements of accountants
for the Company.
(e) The Company will enter into the Pooling and
Servicing Agreement and Purchase Agreement on or prior to
the Closing Date.
(f) The Company agrees to take such action as you
shall reasonably request following the Closing Date in
connection with any subsequent transfer of the Designated
Certificates by you.
6. Conditions to the Purchase of the Designated
Certifi- xxxxx. Your obligation hereunder to purchase the
Designated Certificates shall be subject to the accuracy of
the repre- sentations and warranties on the part of the
Company contained herein as of the date hereof and as of the
Closing Date, to the accuracy of the statements of the
Company made in any certifi- xxxxx delivered pursuant to
the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional
conditions:
(a) The Company shall have delivered to you a
certifi- cate of the Company, signed by the President or a
vice president of the Company and dated the Closing Date, to
the effect that the signer of such certificate has carefully
examined this Agreement and that to the best of such
signer's knowledge: (i) the repre- sentations and
warranties of the Company in this Agreement are true and
correct in all material respects at and as of the Closing
Date with the same effect as if made on the Closing Date and
(ii) the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date.
(b) You shall have received from Xxxxx & Xxxx,
special counsel for the Purchaser, such opinions as you may
reasonably require, and the Company shall have furnished to
such counsel such documents as you may reasonably request
for the purposes of enabling them to render such opinions.
(c) You shall have received from Xxxxx Xxxx,
special counsel for the Company, a favorable opinion, dated
the Closing Date, to the effect that:
(i) This Agreement has been duly authorized,
executed and delivered by the Company and The Aegis Consumer
Funding Group, Inc.;
(ii) The Pooling and Servicing Agreement has
been duly authorized, executed and delivered by the Company,
and when so executed and delivered, constitutes a legal,
valid, binding and enforceable agreement of the Company,
enforceable according to its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and to general
principles of equity regardless of whether enforcement is
sought in a proceeding in equity or at law;
(iii) The Purchase Agreement has been duly
authorized, executed and delivered by the Company and Aegis
Finance and constitutes a legal, valid, binding and
enforceable agreement of each such party, except insofar as
the indemnification provisions therein may be limited by
applicable law, and subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether
enforcement is sought in a proceeding in equity or at law;
(iv) The issuance of the Certificates has been
duly and validly authorized by all required corporate action
by the Company and when executed and countersigned in the
manner contemplated in the Pooling and Servicing Agreement
will be validly issued and outstanding and entitled to the
benefits of the Pooling and Servicing Agreement;
(v) The offer and sale of the Designated
Certificates to you in the manner contemplated in this
Agreement and the Pooling and Servicing Agreement is not,
assuming the accuracy of your representations and warranties
and the performance of your covenants contained herein, a
transaction requiring the registration of the Designated
Certificates under the 1933 Act;
(vi) The Pooling and Servicing Agreement is
not required to be qualified under the Trust Indenture Act
of 1939, as amended, and neither the Company nor the Trust
is required to be registered under the Investment Company
Act; and
(vii) The Trust will be treated as a grantor
trust for federal income tax purposes, assuming: (i)
compliance with the Pooling and Servicing Agreement and (ii)
compliance with changes in the law, including any amendments
to the Code or applicable Treasury regulations thereunder.
(d) You shall have received from Xxxxx Xxxx,
special counsel for the Company, a favorable opinion, dated
the Closing Date, to the effect that:
(i) The Company and Aegis Finance have each
been duly organized and each is validly existing as a
corporation in good standing under the laws of the State of
Delaware and has all corporate power and authority necessary
to own or hold its properties and to conduct its business,
as now conducted by it, and to enter into and perform its
obligations under this Agreement, the Pooling and Servicing
Agreement and the Purchase Agreement;
(ii) There are no actions, proceedings or
investigations pending or threatened against or affecting
the Company or Aegis Finance before or by any court,
arbitrator, administrative agency or other governmental
authority reasonably likely to be adversely determined that
would materially and adversely affect the ability of any
such party to carry out the transactions contemplated in
this Agreement, the Pooling and Servicing Agreement or the
Purchase Agreement;
(iii) No consent, approval, authorization or
order of, or filing or registration with, any state or
federal court or governmental agency or body is required for
the consummation by the Company of the transactions
contemplated herein, except such as may be required under
the blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Designated Certificates and
except any recordation of the assignments of the Contracts
to the Trustee pursuant to the Pooling and Servicing
Agreement that have not yet been completed; and
(iv) Neither the Company nor Aegis Finance is
in violation of its certificate of incorporation or by-laws
or in default under any agreement, indenture or instrument
the effect of which violation or default would be material
to the Company, and neither the issuance and sale of the
Designated Certificates, nor the execution or delivery of or
performance under this Agreement, the Pooling and Servicing
Agreement or the Purchase Agreement, nor the consummation of
any other of the transactions contemplated herein or therein
will conflict with or result in a breach or violation of any
term or provision of, or constitute a default (or an event
which with the passing of time or notification, or both,
would constitute a default) under, the certificate of
incorporation or by-laws of the Company or Aegis Finance or,
to the knowledge of such counsel, any indenture or other
agreement or instrument to which the Company or Aegis
Finance or any of their affiliates is a party or by which
any of them is bound, or any New York or federal statute or
regulation applicable to the Company or Aegis Finance or any
of their affiliates or, to the knowledge of such counsel,
any order of any New York or federal court, regulatory body,
administrative agency or governmental body having
jurisdiction over the Company or Aegis Finance or any of
their respective affiliates.
With respect to the opinions in paragraphs (c) and
(d) above, such counsel may: (1) express its reliance as to
factual matters on the representations and warranties made
by, and on certificates or other documents furnished by
officers of, the parties to this Agreement, the Pooling and
Servicing Agreement and the Purchase Agreement; (2) assume
the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties
thereto other than the Company; and (3) qualify such opinion
only as to the federal laws of the United States of America,
the laws of the State of New York and the general
corporation law of the State of Delaware. Such counsel
shall also confirm that you may rely, on and as of the
Closing Date, on any opinion or opinions of such counsel
submitted to the rating agency or agencies rating the
Designated Certificates as if addressed to you and dated the
Closing Date.
(e) You shall have received from counsel for the
Trustee a favorable opinion, dated the Closing Date, in form
and substance satisfactory to you and your counsel, to the
effect that the Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid, binding and enforceable
agreement of the Trustee, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights in general and by
general principles of equity regardless of whether
enforcement is considered in a proceeding in equity or at
law, and as to such other matters as may be agreed upon by
you and the Trustee.
(f) You shall have received from counsel for the
Back- up Servicer a favorable opinion, dated the Closing
Date, in form and substance satisfactory to you and your
counsel.
(g) You shall have received such further
information, certificates, documents and opinions as you may
reasonably have requested not later than the Closing Date.
(h) All proceedings in connection with the trans-
actions contemplated by this Agreement and all documents
incident hereto shall be satisfactory in form and substance
to you and your counsel, and you and your counsel shall have
received such information, certificates and documents as you
or they may have reasonably requested.
If any of the conditions specified in this Section
6 shall not have been fulfilled in all material respects
when and as provided in this Agreement, if the Company is in
breach of any covenants or agreements contained herein or if
any of the opinions and certificates referred to above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
you and your counsel, this Agreement and all your
obligations hereunder may be cancelled by you at, or at any
time prior to, the Closing. Notice of such cancellation
shall be given to the Company in writing, or by telephone or
facsimile transmission confirmed in writing.
7. Conditions of the Company's Obligations. The
obligation of the Company to sell the Designated
Certificates to you shall be subject to: (i) the accuracy of
your representations and warranties herein contained at and
as of the Closing Date and (ii) your performance of all of
your obligations hereunder to be performed at or prior to
the Closing Date.
8. [Reserved]
9. Indemnification and Contribution. The Company and
The Aegis Consumer Funding Group, Inc. ("Aegis Consumer
Funding") agree with you that:
(a) The Company and Aegis Consumer Funding,
jointly and severally, will indemnify and hold harmless you
and each person who controls you within the meaning of
either the 1933 Act or the Securities Exchange Act of 1934,
as amended (the "1934 Act") against any and all losses,
claims, damages or liabilities, joint or several, to which
you or any of them may become subject under the 1933 Act,
the 1934 Act, or other federal or state law or regulation,
at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon any material inaccuracy contained
in any statistical information provided by the Company to
you in writing or by electronic transmission prior to the
date hereof, and agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred by
it in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity
will be in addition to any liability that the Company may
otherwise have.
(b) [Reserved]
(c) Promptly after receipt by an indemnified party
under this Section 9 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under
this Section 9, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability
that it may have to any indemnified party otherwise than
under this Section 9. In case any such action is brought
against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein,
and to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, to assume
the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, that if the defendants
in any such action include both the indemnified party and
the indemnifying party and the indemnified party or parties
shall have reasonably concluded that there may be legal
defenses available to it or them and/or other indemnified
parties that are different from or additional to those
available to the indemnifying party, the indemnified party
or parties shall have the right to elect separate counsel to
assert such legal defenses and to otherwise participate in
the defense of such action on behalf of such indemnified
party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election
to so assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will
not be liable for any legal or other expenses subsequently
incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by you in the case
of paragraph (a) of this Section 9, representing the
indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall only be in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this
Section 9 shall for any reason be unavailable to an
indemnified party under this Section 9, then you and the
Company shall contribute to the amount paid or payable by
such indemnified party as a result of the aggregate losses,
claims, damages and liabilities referred to in paragraph (a)
above, in such proportion so that (i) you are responsible
for the lesser of (1) 0.5% thereof and (2) 0.5% of the
Aggregate Initial Pool Balance (as set forth on Schedule I
hereto) and (ii) the Company is responsible for the balance;
provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepre-
sentation. For purposes of this Section 9, each person, if
any, who controls you within the meaning of either the 1933
Act or the 1934 Act shall have the same rights to
contribution as do you and each person, if any, who controls
the Company or Consumer Funding Group within the meaning of
either the 1933 Act or the 1934 Act shall have the same
rights to contribution as does the Company and Aegis
Consumer Funding. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another
party or parties under this paragraph (d), notify such party
or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
10. Termination. (a) This Agreement shall be subject
to termination in your absolute discretion by notice given
to the Company prior to delivery of and payment for the
Designated Certificates, if prior to such time, (i) trading
of securities generally on the New York Stock Exchange or
the American Stock Exchange shall have been suspended or
materially limited; (ii) a general moratorium on commercial
banking activities in New York shall have been declared by
either federal or New York State authorities; or (iii) there
shall have occurred any material outbreak or declaration of
hostilities or other calamity or crisis the effect of which
on the financial markets of the United States is such as to
make it, in your reasonable judgment, impracticable to
market the Designated Certificates on the terms specified
herein.
(b) If the sale of the Designated Certificates
shall not be consummated because any condition to your
obligations set forth in Section 6 hereof is not satisfied
or because of any refusal, inability or failure on the part
of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of your
default, the Company shall reimburse you for the reasonable
fees and expenses of your counsel and for such other
out-of-pocket expenses as shall have been incurred by you in
connection with this Agreement and the proposed purchase of
the Designated Certificates, and upon demand the Company
shall pay the full amount thereof to you.
(c) This Agreement will survive delivery of and
payment for the Designated Certificates. The provisions of
Section 9 and this Section 10(c) shall survive the
termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you,
will be mailed, delivered or transmitted by facsimile and
confirmed to you at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, Attention: President; or, if sent to the
Company, will be mailed, delivered or transmitted by
facsimile and confirmed to it at 000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: President.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 9 and their
successors and assigns, and no other person will have any
right or obligation hereunder.
13. Applicable Law; Counterparts. This Agreement w ill
be governed by and construed in accordance with the laws of
the State of New York. This Agreement may be executed in
any number of counterparts, each of which shall for all
purposes be deemed to be an original and all of which shall
together constitute but one and the same instrument.If the
foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart
hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and you.
Very truly yours,
AEGIS AUTO FUNDING CORP.
By:________________________________
Name:
Title:
Acknowledged and agreed to for
purposes of Section 9 hereof:
THE AEGIS CONSUMER FUNDING
GROUP,
INC.
By:________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
GREENWICH CAPITAL MARKETS, INC.
By:____________________________
Name:
Title: SCHEDULE I
Certificate Purchase Agreement dated September 27, 1996.
Closing Date: September 30, 1996
Title, Purchase Price and Description of Designated
Certificates:
AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATES, SERIES
1996-A
Aggregate Initial Certificate Balance: $17,561,371.61
Cut-off Date: September 24, 1996
Original
Designated Certificate
Certificates Balance
Series 1996-A $17,561,371.61
