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 August 1, 1997
$48,128,000
AEGIS AUTO RECEIVABLES TRUST 1997 5
AUTOMOBILE RECEIVABLE PASS
THROUGH CERTIFICATES
TABLE OF CONTENTS
Page
ARTICLE I
CREATION OF TRUST.....................1
ARTICLE II
CONVEYANCE OF RECEIVABLES
Section 2.01. Conveyance by Seller....1
Section 2.02. Nature of Conveyance... 2
ARTICLE III
ACCEPTANCE BY TRUSTEE..............2
ARTICLE IV
INCORPORATION OF STANDARD
TERMS AND CONDITIONS......3
ARTICLE V
SPECIAL DEFINITIONS AND TERMS
Section 5.01. Special Definitions..3
Section 5.02. Special 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 Amended and Restated 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 August 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
1997-5 (the "Trust").
WHEREAS, the Seller and the Trustee
desire to form a trust pursuant to the Amended and
Restated Master Trust Agreement dated as of May
1, 1997 (the "Amended and Restated 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 1997-5. 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 Excess Interest Collections thereon and
all other moneys received thereon 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 Trust;
(v)the interest of the Seller in any Dealer Recourse
relating to the Receivables;
all right, title and interest of the Seller in and to the
Purchase Agreement; and
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 Amended and
Restated Master Trust Agreement.
ARTICLE IV
INCORPORATION OF STANDARD TERMS
AND CONDITIONS
This Agreement hereby incorporates by
reference the Amended and Restated Standard
Terms provided for by the Amended and Restated
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 Amended
and Restated 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 65.00166%.
"Class A Rate" means 6.90% of interest per annum.
"Class B Percentage" means 34.99834%.
"Class B Rate" means 13.414% of interest per
annum provided, however that if a Credit
Enhancement Event shall have occurred, "Class B
Rate" shall mean 12.48536%. 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 August 20, 1997.
"Contingent Servicer Fee" means the amount
described as such in the instrument appointing the
Contingent Servicer in accordance with Section 4.07
of the Amended and Restated Standard Terms.
"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 July 31, 1997.
"Discount Rate" means 14% per annum.
"Final Scheduled Distribution Date" means
February 20, 2003.
"Initial Distribution Date" means September 20,
1997.
"Original Class Certificate Balance" means, as to
the Class A Certificates, $31,284,000, and as to the
Class B Certificates, $16,844,000.
"Reserve Fund Initial Deposit" means Term Notes
with an aggregate purchase price of $914,610.64.
"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,
consisting of a Term Note of The Aegis Consumer
Funding Group, Inc., substantially in the form of
Appendix G hereto, shall be delivered to the
Trustee for deposit to the Reserve Fund.
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 Date, 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 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 Amended
and Restated Standard Terms.
ARTICLE VII
CERTIFICATE DELIVERY AND
REGISTRATION
The Certificates shall be designated as the "Aegis
Auto Receivables Trust 1997-5, Automobile
Receivable Pass-Through Certificates, Series 1997-
5" (the "Certificates"), and issued with an initial
aggregate Certificate Balance of $48,128,000 in two
Classes as follows: Class A Certificates with an
initial Certificate Balance of $31,284,000 and Class
B Certificates with an initial Certificate Balance of
$16,844,000.
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) $48,348,698.55 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) $27,505.90 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) $27,505.90 shall be deposited into the
Collection Account as the Excess Interest
Collections; and
(ii) The remainder of $48,348,698.55 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: President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee and as Backup Servicer
By:
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Corporate Trust Officer
[Signature Page to Pooling and Servicing
Agreement]
APPENDIX A
SCHEDULE OF RECEIVABLES
(Cutoff Date of July 31, 1997)
APPENDIX B
AMENDED AND RESTATED STANDARD
TERMS AND CONDITIONS
APPENDIX C
RISK DEFAULT INSURANCE POLICY
ENDORSEMENT
APPENDIX D
VSI INSURANCE POLICY ENDORSEMENT
APPENDIX E
$48,128,000
Aegis Auto Receivables Trust 1997 5
Automobile Receivable Pass Through
Certificates,
Series 19975
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
R1 III Finance Ltd.
$31,284,000.00
CLASS B CERTIFICATES
Certificate
Number Name Amount Purchased
R1 III Finance Ltd. $16,844,000.00
Total $48,128,000.00
IN WITNESS WHEREOF, the undersigned
have duly executed this Direction as to
Registration of Certificates as of the date set forth
below.
Dated: August 20, 1997
III FINANCE LTD.
By
Name: ▇▇▇▇▇ Bree
Title: Director
Appendix F
$48,128,000
Aegis Auto Receivables Trust 1997 5
Automobile Receivable Pass Through Certificates,
Series 1997 5
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 August 20, 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 August 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 Amended and Restated Master
Trust Agreement dated as of May 1, 1997 (the
"Amended and Restated 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 Amended
and Restated Standard Terms and Conditions
attached as Appendix A to the Amended and
Restated Master Trust Agreement):
1. The undersigned has carefully examined the
Agreement, the Amended and Restated 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 Amended
and Restated 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 Amended and Restated 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. 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: President
APPENDIX G
PROMISSORY NOTE
$1,925,120.00
Dated Date: August 20, 1997
Maturity Date: February 20, 2003
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 Nine Hundred Twenty-five Thousand
One Hundred Twenty Dollars ($1,925,120.00) (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
($914,610.64) 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: President
PAY TO THE ORDER of Norwest Bank
Minnesota, National Association, as Trustee under
that certain Amended and Restated Master Trust
Agreement between the Trustee and Aegis Auto
Funding Corp. IV dated as of May 1, 1997, as
amended and restated from time to time, without
recourse or warranty.
AEGIS AUTO FUNDING CORP. IV
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
[PROMISSORY NOTE]