EXECUTION COPY
PLEDGE AGREEMENT
between
Aegis Consumer Finance, Inc.,
as Pledgor
AND
Norwest Bank Minnesota, National Association,
as Trustee
Dated as of April 30, 1997
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the
"Pledge Agreement"), dated as of April 30, 1997,
is executed by and between AEGIS CONSUMER
FINANCE, INC., a Delaware corporation (the
"Pledgor"), NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking
association (the "Indenture Trustee") as Trustee
under that certain Indenture dated April 30, 1997
(the "Indenture") between Aegis Auto Finance,
Inc. ("AAF" or the "Borrower"), an affiliate of the
Pledgor and the Indenture Trustee with respect to
$21,333,333 aggregate principal amount at
maturity 12% Exchangeable Subordinated Notes
due 2004 (the "Notes"). Capitalized terms used
herein and not otherwise defined herein shall have
the respective meanings ascribed to such terms in
the Indenture.
WITNESSETH:
WHEREAS, the Indenture Trustee
has agreed to purchase the Notes from AAF on
the terms and conditions set forth in the Indenture;
WHEREAS, the Pledgor owns
certain limited partnership interests ("LP Units") in
each of Aegis Auto Receivables 1994-A, L.P.,
Aegis Auto Receivables 1994-2, L.P., Aegis Auto
Receivables 1994-3, L.P. and Aegis Auto
Receivables 1995-1, L.P. (collectively the
"Subsidiary Partnerships" and each a "Subsidiary
Partnership") and will derive direct and indirect
economic benefit from the sale of Notes to AAF
under the Indenture; and
WHEREAS, the Indenture Trustee
has required, as a condition to its entering into the
Indenture, 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
agreements described hereinabove or otherwise)
heretofore, now or hereafter made to or for the
benefit of the Pledgor pursuant to the Indenture 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 Indenture
Trustee hereby agree as follows:
1. Pledge. The Pledgor hereby
pledges to the Indenture Trustee, and grants to the
Indenture Trustee a security interest in, the
following (collectively, the "Pledged Collateral"):
(a) all of Pledgor's rights in the LP
Units (the "Pledged LP Units") and all of
Pledgor's rights as a partner in each
Subsidiary Partnership and to the property
(and interests in property) that is owned by
each Subsidiary Partnership;
(b) all of Pledgor's rights, if any,
to participate in the management of each
Subsidiary Partnership;
(c) all rights, privileges, authority
and powers of Pledgor as owner or holder
of the LP Units in each Subsidiary
Partnership, including, but not limited to,
all general intangibles and contract rights
related thereto;
(d) all documents and certificates
representing or evidencing Pledgor's
partnership interest in each Subsidiary
Partnership;
(e) all of Pledgor's interest in and
to the profits and losses of the Subsidiary
Partnerships and Pledgor's right as a
partner of the Subsidiary Partnerships to
receive distributions of the Subsidiary
Partnership's respective assets, upon
complete or partial liquidation or
otherwise;
(f) all of Pledgor's right, title and
interest to receive payments of principal
and interest on any loans and/or other
extensions of credit made by Pledgor or its
Affiliates to the Subsidiary Partnerships
and any all instruments creating or
evidencing such rights;
(g) all distributions, cash,
instruments and other property from time
to time received, receivable or otherwise
distributed in respect of, or in exchange
for, Pledgor's partnership interest in the
Subsidiary Partnerships; and
(h) any other right, title, interest,
privilege, authority and power of the
Pledgor in or relating to the Subsidiary
Partnerships, all whether now existing or
hereafter arising, and whether arising under
a partnership agreement (as the same may
be amended, modified or restated from
time to time) or otherwise, or at law or in
equity and any and all proceeds of any of
the foregoing and all books and records of
the Pledgor pertaining to any of the
foregoing.
Notwithstanding the foregoing, it is
expressly understood and agreed that the security
interest in the Pledged Collateral shall be
subordinate to the security interest of III Finance,
Ltd. (the "Lender") in connection with Senior
Indebtedness provided by the Lender to the
Pledgor.
2. Security for Liabilities. The
Pledged Collateral secures the prompt payment,
performance and observance of (i) AAF's
obligations and liabilities under the Indenture and
each agreement, document or instrument executed
pursuant to or in connection with the Indenture
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 or AAF
now or hereafter existing being hereinafter
referred to as the "Liabilities").
3. Pledged Collateral Adjustments.
If, during the term of this Pledge Agreement any
additional percentage interests, shares, units,
options or warrants of partnership interests in the
Subsidiary Partnerships (whether or not
certificated or otherwise evidenced in writing), any
subscriptions, warrants or any other rights or
options issued in connection with any of the
Pledged Collateral or any options, warrants or
convertible securities in connection with the
Pledged Collateral shall be acquired by the
Pledgor by purchase, additional contribution,
reclassification or otherwise (such acquired
collateral, the "Additional Collateral"), then all
such Additional Collateral shall be immediately
delivered to and held by the Indenture Trustee
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 issuance
of additional percentage interests, shares, units,
options or warrants of partnership interests which
is not permitted in the Indenture.
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, and the
Pledgor agrees that the Indenture Trustee 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 Indenture Trustee 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
Indenture Trustee 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 LP Units
identified on Exhibit A, free and clear of any Lien
except for the security interest created by this
Pledge Agreement or in connection with any
Senior Indebtedness and the Pledgor owns no
other LP Units other than that identified on
Exhibit A;
(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 in connection with any
Senior Indebtedness.
(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 Indenture Trustee 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); and
(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 Indenture
Trustee, securing the payment and performance of
the Liabilities.
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 LP Units on all
partnership questions in a manner not inconsistent
with the terms of this Pledge Agreement, the
Indenture and any other agreement, instrument or
document executed pursuant thereto or in
connection therewith. After the occurrence of an
Event of Default, the Indenture Trustee or its
nominee may, at the Indenture Trustee's or such
nominee's option and following written notice
from the Indenture Trustee to the Pledgor,
exercise all voting powers pertaining to the
Pledged Collateral, including the right to take
action by partners consent. Such authorization
shall constitute an irrevocable voting proxy from
the Pledgor to the Indenture Trustee or, at the
Indenture Trustee's option, to the Indenture
Trustee's nominee.
7. Partnership Income 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 partnership income
and interest paid in respect of the Pledged
Collateral, provided, however, that any and all
(A) partnership income 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) partnership income 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 of the limited partnership; 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 Indenture Trustee to hold as
Pledged Collateral and shall, if received by the
Pledgor, be received in trust for the Indenture
Trustee, be segregated from the other property or
funds of the Pledgor, and be delivered
immediately to the Indenture Trustee as Pledged
Collateral in the same form as so received (with
any necessary endorsement); and
(ii) The Indenture Trustee 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 partnership income 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 partnership income 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 Indenture Trustee,
which shall thereupon have the sole right to
receive and hold as Pledged Collateral such
dividends and interest payments;
(ii) All partnership income 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
Indenture Trustee, shall be segregated from other
funds of the Pledgor and shall be paid over
immediately to the Indenture Trustee as Pledged
Collateral in the same form as so received (with
any necessary endorsements);
(iii) The Pledgor shall, upon the
request of the Indenture Trustee, 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 Indenture Trustee;
(iv) The Pledgor shall, upon the
request of the Indenture Trustee, 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 Indenture Trustee
for all expenses incurred by the Indenture Trustee,
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 Indenture Trustee, 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 any Senior Indebtedness.
9. Remedies. (a) The Indenture
Trustee 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 Indenture Trustee (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 Indenture Trustee
were the outright owner thereof. The Pledgor
hereby irrevocably constitutes and appoints the
Indenture Trustee 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
Indenture Trustee 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 Indenture
Trustee 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
Indenture Trustee or which the Indenture Trustee
shall otherwise have the ability to transfer under
applicable law, the Indenture Trustee 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 Indenture Trustee 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 Indenture Trustee 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 Indenture Trustee 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 Indenture Trustee agrees to distribute any
proceeds of the sale of the Pledged Collateral in
accordance with the Indenture 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 Indenture Trustee 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 Indenture
Trustee 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 Indenture
Trustee 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 Indenture Trustee
may solicit offers to buy the Pledged Collateral, or
any part of it, from a limited number of investors
deemed by the Indenture Trustee, in its reasonable
judgment, to be financially responsible parties who
might be interested in purchasing the Pledged
Collateral. If the Indenture Trustee solicits such
offers from not less than three (3) such investors,
then the acceptance by the Indenture Trustee 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 Indenture Trustee solicit
offers from three or more investors in order for
the sale to be commercially reasonable.
10. Security Interest Absolute. All
rights of the Indenture Trustee 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 Indenture 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 Indenture;
(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. Indenture Trustee Appointed
Attorney-in-Fact. The Pledgor hereby appoints
the Indenture Trustee 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 Indenture Trustee's sole
discretion, to take any action and to execute any
instrument which the Indenture Trustee 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 Indenture Trustee 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
Indenture.
(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 Notes have been repaid and the Indenture
has been terminated pursuant to its terms. Upon
the termination of this Pledge Agreement as
provided above (other than as a result of the sale
of the Pledged Collateral), the Indenture Trustee
will release the security interest created hereunder.
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 Indenture Trustee
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
INDENTURE TRUSTEE 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 Indenture
Trustee 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
Indenture Trustee shall have the right to proceed
against the Pledgor or its property in a court in
any location to enable the Indenture Trustee 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 Indenture Trustee. The Pledgor shall not
assert any permissive counterclaims in any
proceeding brought by the Indenture Trustee
arising out of or relating to this Pledge
Agreement.
(c) Venue; Forum Non
Conveniens. Each of the Pledgor and the
Indenture Trustee 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
INDENTURE TRUSTEE WAIVES ANY RIGHT
TO TRIAL BY JURY IN ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN THE
INDENTURE TRUSTEE 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 INDENTURE TRUSTEE
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 Indenture Trustee 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 Indenture Trustee, 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 Indenture
Trustee and the Pledgor.
20. Advice of Counsel. The
Pledgor represents and warrants to the Indenture
Trustee 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
Indenture Trustee 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
Indenture Trustee and will execute and deliver, or
cause to be executed and delivered, all such
proxies, instruments and documents, and will take
all such other actions, including, without
limitation, the execution and filing of financing
statements, as the Indenture Trustee may
reasonably request from time to time in order to
carry out the provisions and purposes of this
Pledge Agreement.
23. The Indenture Trustee' s Duty
of Care. The Indenture Trustee 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 Indenture
Trustee'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 Indenture Trustee's possession.
Without limiting the generality of the foregoing,
the Indenture Trustee 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 Consumer Finance, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: President
Telecopy: (000) 000-0000
if to the Indenture Trustee, at
Norwest Bank Minnesota, National Association,
as Trustee
Corporate Trust Department
0xx & Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Telecopy: (000) 000-0000
with copies to
III Offshore Advisors
000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
and
III Finance, Ltd.
c/o Admiral Administration Ltd.
Anchorage Center, 2nd Floor
Grand Cayman, Cayman Islands
British West Indies
Attention: Xxxxx Bree
Telecopy: (000) 000-0000
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 Indenture Trustee
pursuant to its authority under the Indenture, 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 Indenture Trustee.
29. Subordination. The Pledgor
expressly covenants and agrees, and the Indenture
Trustee acknowledges, that the indebtedness
secured hereby and the liabilities of the Pledgor
hereunder are expressly made subordinate and
subject in prior right of payment to the prior
payment of Senior Indebtedness to the extent and
in the manner set forth in Article XII of the
Indenture.
IN WITNESS WHEREOF, the
Pledgor and the Indenture Trustee have executed
this Pledge Agreement as of the date set forth
above.
AEGIS CONSUMER FINANCE,INC.
By:________________________
Name: ___________________
Title: ____________________
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
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 Indenture Trustee or its nominee
or the exercise of voting rights by the Indenture
Trustee or its nominee.
AEGIS AUTO RECEIVABLES 1994-A, L.P.
By: ___________________________
its General Partner
By: ________________________
Name: ______________________
AEGIS AUTO RECEIVABLES 1994-2, L.P.
By: ___________________________
its General Partner
By: ________________________
Name: ______________________
AEGIS AUTO RECEIVABLES 1994-3, L.P.
By: ___________________________
its General Partner
By: ________________________
Name: ______________________
AEGIS AUTO RECEIVABLES 1995-1, L.P.
By: ___________________________
its General Partner
By: ________________________
Name: ______________________
EXHIBIT A
to
PLEDGE AGREEMENT
dated as of April 30, 1997
Pledged LP Units
Number of
Name of Subsidiary
Issued and
Partnership
Outstanding LP Units
Aegis Auto Receivables 1994-A, L.P.
[___________]
Aegis Auto Receivables 1994-2, L.P.
[___________]
Aegis Auto Receivables 1994-3, L.P.
[___________]
Aegis Auto Receivables 1995-1, L.P.
[___________]
TABLE OF CONTENTS
1. Pledge......................................1
2. Security for Liabilities....................2
3. Pledged Collateral Adjustments..............2
4. Subsequent Changes Affecting Pledged
Collatera.......................................3
5. Representations and Warranties..............3
6. Voting Rights...............................4
7. Partnership Income and Other Distributions..4
8. Transfers and Other Lien....................5
9. Remedies....................................5
10. Security Interest Absolute.................7
11. Indenture Trustee Appointed Attorney in
Fact............................................7
12. Waivers....................................7
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.........................9
23. The Indenture Trustee' 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
29. Subordination.............................11
Exhibit A Pledged LP Units
A:\10_107_6.WPD September 16, 1997 (11:40a)
