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 March 1, 1997
With respect to
$238,693,000
Aegis Auto Receivables Trust 1997-1
Automobile Receivable Pass-Through
Certificates
Series 1997-1
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
4
ARTICLE V. SPECIAL DEFINITIONS AND
TERMS 4
ARTICLE VI. ADDITIONAL SELLER
REPRESENTATIONS
5
ARTICLE VII. CERTIFICATE DELIVERY
AND REGISTRATION
6
ARTILE 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 Demand Note
POOLING AND SERVICING AGREEMENT
This POOLING AND SERVICING
AGREEMENT is dated as of March 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
1997-1 (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 1997-1. 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 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 Receivables identified on Appendix A
hereto, all monies constituting Excess Interest
Collections with respect thereto 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 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 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 a Receivable and have been
repossessed by or on behalf of the
Trustee;
(v) the interest of the
Seller in any Dealer Recourse
relating to the 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 (viii) 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 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 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 B, 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 and Conditions. 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
65.00020037675%.
"Class A Rate" means 7.225% of interest
per annum.
"Class B Percentage" means
34.99975340072%.
"Class B Rate" means 13.725% of interest
per annum.
"Closing Date" means March 19, 1997.
"Custodian Fee" means $1.75 per Custodian
File boarded.
"Cutoff Date" means March 1, 1997.
"Discount Rate" means 14.0% per annum.
"Final Scheduled Distribution Date" means
September 20, 2002.
"Initial Distribution Date" means April 20,
1997.
"Original Class Certificate Balance" means,
as to the Class A Certificates, $155,151,000, and as
to the Class B Certificates, $83,542,000.
"Reserve Fund Initial Deposit" means
$4,534,348.30.
"Trustee Fee" means, with respect to any
Distribution Date, one-twelfth of the product of (i)
0.01% 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) Additional Deposit to Reserve Fund.
On the Closing Date the Seller shall make an
additional deposit to the Reserve Fund in the
amount of $1,237,563. Such additional deposit
shall be invested in a Demand Note of The Aegis
Consumer Funding Group, Inc., substantially in the
form of Appendix G hereto, which Demand Note
shall bear interest on the unpaid principal amount
thereof at LIBOR (as defined therein) from the date
thereof until paid in full.
(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 Cutoff Dates, 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 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 C and D,
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 1997-1, Automobile
Receivable Pass-Through Certificates, Series 1997-1
(the "Certificates"), and issued with an initial
aggregate Certificate Balance of $238,693,000 in
two Classes as follows: Class A Certificates with
an initial Certificate Balance of $155,151,000 and
Class B Certificates with an initial Certificate
Balance of $83,542,000.
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) $239,701,399.92 from the
purchasers for the account of the
Seller, representing the purchase
price of the Certificates;
(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; and
(v) Executed opinions of
counsel to the Seller required by Section 7 of the
Master Certificate Purchase Agreement.
ARTICLE VIII
APPLICATION OF PROCEEDS
The proceeds of the Certificates shall be
applied as follows:
(i) $4,534,348.30 shall be
deposited into the Reserve Fund as
the Reserve Fund Initial Deposit and
immediately invested in a Term Note
of The Aegis Consumer Funding
Group, Inc. in accordance with
Section 3.2 of the Master Trust
Agreement; and
(ii) The remainder of
$235,167,051.62 shall be paid to the
Seller or upon the Seller's order.
[Signature page follows]
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:
Xxxxxx X. Xxxxxxxx
President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By:
Xxxxx XxxXxxxx
Corporate Trust Officer
NORWEST BANK MINNESOTA
NATIONAL ASSOCIATION,
as Backup Servicer
By:
Xxxxx XxxXxxxx
Corporate Trust Officer
[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
$238,693,000
Aegis Auto Receivables Trust 1997-1
Automobile Receivable Pass-Through Certificates,
Series 1997-0
XXXXXXXXX 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. $108,605,700
R-2 III
GLOBAL LTD. $46,545,300
CLASS B CERTIFICATES
Certificate
Number Name
Amount Purchased
R-1 III LIMITED
PARTNERSHIP $83,542,000
Total
$238,693,000
IN WITNESS WHEREOF, the undersigned
has duly executed this Direction as to Registration
of Certificates as of the date set forth below.
Dated: March 19, 1997
III
FINANCE LTD.
By
Name:
Title:
III
GLOBAL LTD.
By
Name:
Title:
III
LIMITED PARTNERSHIP
By
Name:
Appendix F
$238,693,000
Aegis Auto Receivables Trust 1997-1
Automobile Receivable Pass-Through Certificates,
Series 1997-1
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 March 19, 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 March 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 carefully
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
FUND
ING
CORP.
IV
By:
__________________________
Name:
Title:
APPENDIX G
FORM OF DEMAND NOTE
$1,237,563 Dated Date: March 19, 1997
FOR VALUE RECEIVED, The Aegis
Consumer Funding Group, Inc., a Delaware
Corporation (the "Company"), does hereby promise
to pay upon demand to the order of Aegis Auto
Funding Corp. IV, a Delaware corporation (the
"Payee") or its assigns in lawful money of the
United States of America, the principal amount of
ONE MILLION TWO HUNDRED THIRTY-
SEVEN THOUSAND FIVE HUNDRED SIXTY-
THREE DOLLARS ($1,237,563) (or such lesser
amount as may be outstanding hereunder from time
to time, the "Principal Balance"), plus interest
accrued on the unpaid Principal Balance hereof
from the Dated Date hereof until such Principal
Balance is paid in full, at the rates, at the times and
subject to the terms and conditions described below
Interest on the unpaid Principal Balance of
this Note shall be payable monthly in arrears on the
20th day of each month commencing April 20, 1997
(or the next succeeding Business Day if any such
20th day is not a Business Day) and on the date of
any payment of the Principal Balance of this Note
or any portion thereof (each an "Interest Payment
Date") at an initial interest rate per annum equal to
LIBOR on the date hereof, subject to adjustment on
the first day of each calendar month hereafter to
LIBOR on such date. Interest shall be calculated on
the basis of a 360-day year for the actual number of
days elapsed.
All or any portion of the unpaid Principal
Balance of this Note shall be payable upon demand
by the Payee or its assigns, together with any
accrued and unpaid interest on the amount of the
Principal Balance demanded to be paid.
For purposes hereof, the term "LIBOR"
shall mean an interest rate per annum equal to the
rate of interest per annum at which deposits in U.S.
dollars are offered for a period of thirty (30) days
or less, as applicable, and which appears as of
11:00 a.m., London time on the date of
determination (i) on the Telerate page 3750 or (ii)
if such page on such service ceases to display such
information, such other page as may replace it on
that service for the purpose of display of such
information, or (iii) if such rate does not appear on
the Telerate, then the rate quoted on Reuters Screen
page "LIBO", or (iv) if such page on such service
ceases to display such information, such other page
as may replace it on that service for the purpose of
displaying such information, or (v) if that service
ceases to display such information, the
determination shall be made on the basis of the
rates which are available.
For purposes hereof, the term "Business
Day" shall mean any day other than a Saturday,
Sunday, legal holiday or other day under the law of
the United States or the State of New York on
which commercial banking institutions are permitted
by law or executive order to close.
Notwithstanding the foregoing, the entire
outstanding Principal Balance of this Note, together
with all interest owing thereon, 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 of 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.
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.
[Signature page follows]
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, without recourse or warranty.
AEGIS AUTO FUNDING CORP. IV
By:
Name:
Title:
[DEMAND PROMISSORY NOTE]
