PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of September 1,
1996, by and between Aegis Auto Finance, Inc., a Delaware
corporation, having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as
seller (the "Seller"), and Aegis Auto Funding Corp., a
Delaware corporation, having its principal executive office
at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
as purchaser (the "Purchaser").
WHEREAS, the Seller has originated or acquired in the
ordinary course of business, certain Receivables (as defined
herein); and
WHEREAS, the Seller and the Purchaser wish to set forth
the terms pursuant to which Receivables owned by the Seller
as of the Closing Date (as defined herein) are to be sold by
the Seller to the Purchaser, which Receivables will be sold
by the Purchaser pursuant to the Pooling and Servicing
Agreement (as hereinafter defined), to the Aegis Auto
Receivables Trust 1996-A (the "Trust") to be created
thereunder, which Trust will issue pass-through certificates
representing undivided interests in such Receivables and the
other property of the Trust (the "Certificates").
NOW, THEREFORE, in consideration of the foregoing,
other good and valuable consideration, and the mutual terms
and covenants contained herein, the parties hereto agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
Terms not defined in this Agreement shall have the
meaning set forth in Article I of the Pooling and Servicing
Agreement dated as of September 1, 1996 (the "Pooling and
Servicing Agreement") among Aegis Auto Funding Corp. (as
seller thereunder), Norwest Bank Minnesota, National
Association, as trustee, and Norwest Bank Minnesota,
National Association, as backup servicer. As used in this
Agreement, the following terms shall, unless the context
otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural
forms of the terms defined):
"Agreement" means this Purchase Agreement and all
amendments hereof and supplements hereto.
"Assignment" means the document of assignment
substantially in the form attached to this Agreement as
Exhibit A.
"Backup Servicer" means Norwest Bank Minnesota,
National Association, in its capacity as Backup Servicer
under the Pooling and Servicing Agreement, and its
successors in such capacity, who shall be Eligible
Servicers.
"Closing Date" means September 30, 1996.
"Cutoff Date" means September 24, 1996.
"Lock-Box Account" means the account(s) designated as
such, established and maintained pursuant to Section 5.01 of
the Pooling and Servicing Agreement.
"Purchaser" means Aegis Auto Funding Corp, a Delaware
corporation, its successors and assigns.
"Receivable" means any retail installment sales
contract and security agreement identified on the Schedule
of Receivables.
"Schedule of Receivables" means the list of Receivables
annexed hereto as Exhibit B.
"Seller" means Aegis Auto Finance, Inc., a Delaware
corporation, its successors and assigns.
"Trust" means the Aegis Auto Receivables Trust 1996-A.
"Trustee" means Norwest Bank Minnesota, National
Association, its successors and assigns.
"UCC" means the Uniform Commercial Code, as in effect
from time to time in the relevant jurisdictions.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
Section 2.01. Purchase and Sale of Receivables. On
the Closing Date, subject to the terms and conditions of
this Agreement, the Seller agrees to sell to the Purchaser,
and the Purchaser agrees to purchase from the Seller, the
Receivables and the other Trust Property relating thereto
(as defined in Section 2.01(a) below).
(a) Transfer of Receivables and Trust Property.
On the Closing Date simultaneously with the transactions
pursuant to the Pooling and Servicing Agreement, the Seller
shall sell, transfer, assign and otherwise convey to the
Purchaser, without recourse, a 100% interest in (i) all
right, title and interest of the Seller in and to the
Receivables, all moneys received thereon on and after the
Cutoff Date allocable to principal, and all moneys received
thereon allocable to interest accrued thereon from and
including the Cutoff Date, (ii) 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; (iv) the interest of the Seller in any Dealer
Recourse; and (v) the proceeds of any and all of the
foregoing. (All of the property identified in this
subsection (a) shall constitute "Trust Property.")
(b) Receivables Purchase Price. In consideration
for the Receivables and the other Trust Property relating
thereto, the Purchaser shall, on the Closing Date, pay to
the Seller an amount equal to 100% of the aggregate
Principal Balance of the Receivables in cash (the
"Receivables Purchase Price").
(c) Security Interest. It is the intention of
the Seller and the Purchaser that the transfer and
assignment of the Seller's right, title and interest in and
to the Receivables and the other Trust Property shall
constitute an absolute sale by the Seller to the Purchaser.
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 Purchaser, the Seller does hereby
grant, assign and convey to the Purchaser, a security
interest in and lien upon all of its right, title and
interest in and to the Trust Property, and all proceeds of
any thereof, said security interest to be effective from the
date of execution of this Agreement.
Section 2.02. The Closing. The sale and purchase of
the Receivables shall take place at a closing (the
"Closing") at the offices of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the Closing Date,
simultaneously with: (a) the closings under the Pooling and
Servicing Agreement pursuant to which (i) the Purchaser will
assign and transfer all of its right, title and interest in
and to the Receivables and other Trust Property relating
thereto to the Trustee for the benefit of the
Certificateholders; and (ii) the Trustee will deposit the
foregoing into the Trust; and (b) the purchase of the
Certificates by the purchasers thereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties of the
Seller.
(a) The Seller hereby represents and warrants to
the Purchaser and its respective successors and assigns and
for the benefit of the Trustee and the Trust as of the date
hereof:
(i) Organization, Etc. The Seller is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
(ii) Due Qualification. The Seller is in
good standing and duly qualified to do business and has
obtained all necessary licenses and approvals in the States
of Delaware and New Jersey and all jurisdictions in which
the ownership or lease of its property or the conduct of its
business shall require such qualifications unless the
failure of the Seller to obtain such licenses and approvals
would have no material adverse effect on the Seller's
ability to fulfill its obligations hereunder.
(iii) Power and Authority. The Seller has the
power and authority to execute and deliver this Agreement
and to carry out its terms; the Seller has full power and
authority to sell and assign the property to be sold and
assigned to the Purchaser and such sale and assignment is
valid and binding against the Seller, and the Seller has
duly authorized such sale and assignment to the Purchaser by
all necessary action; the execution, delivery and
performance of this Agreement have been duly authorized by
the Seller by all necessary action, and this Agreement is
the legal, valid and binding obligation of the Seller
enforceable in accordance with its terms. The Seller has
duly executed and delivered this Agreement and any other
agreements and documents necessary to effectuate the
transactions contemplated hereby.
(iv) No Violation. The consummation of the
transactions contemplated hereby and the fulfillment of the
terms hereof, neither conflict with, result in any breach of
any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the
certificate of incorporation or bylaws of the Seller, or any
indenture, agreement or other instrument to which the Seller
is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture,
agreement or other instrument (other than this Agreement);
nor violate any law or, to the best of Seller's knowledge,
any order, rule or regulation applicable to the Seller of
any court or of any federal or state regulatory body,
administrative agency, or other governmental instrumentality
having jurisdiction over the Seller or its properties.
(v) No Proceedings. There are no
proceedings or investigations pending or, to the best
knowledge of Seller, threatened before any court, regulatory
body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its
properties: (A) asserting the invalidity of this Agreement;
(B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement; or (C) seeking
any determination or ruling that might materially and
adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of,
this Agreement.
(vi) No Approvals. No approval,
authorization or other action by, or filing with, any
governmental authority of the United States of America or
any of the States is required or necessary to consummate the
transactions contemplated hereby, except such as have been
duly obtained or made by the Closing Date. Seller complies
in all material respects with all applicable laws, rules and
orders with respect to itself, its business and properties
and the Receivables; and Seller maintains all applicable
permits, licenses and certifications.
(vii) Taxes. The Seller has filed all
federal, state, county, local and foreign income, franchise
and other tax returns required to be filed by it through the
date hereof, and has paid all taxes reflected as due
thereon. There is no pending dispute with any taxing
authority that, if determined adversely to the Seller, would
result in the assertion by any taxing authority of any
material tax deficiency, and the Seller has no knowledge of
a proposed liability for any tax to be imposed upon the
Seller's properties or assets for which there is not an
adequate reserve reflected in the Seller's current financial
statements.
(viii) Investment Company. The Seller is not,
and is not controlled by, an "investment company" registered
or required to be registered under the Investment Company
Act of 1940, as amended.
(ix) Pension/Profit Sharing Plans. No
contribution failure has occurred with respect to any
pension or profit sharing plan and all such plans have been
fully funded as of the date of this Agreement.
(x) Trade Names. "Aegis Auto Finance, Inc."
is the only trade name under which the Seller is currently
operating its business; for the six (6) years (or such
shorter period of time during which the Seller was in
existence) preceding the Closing Date, the only other trade
name under which Seller operated its business is "The
Clearing House Corp."
(xi
) Ability to Perform. There is no material
impairment in the ability of the Seller to perform its
obligations under this Agreement.
(xii) Valid Business Reasons; No Fraudulent
Transfers. The Seller has valid business reasons for
transferring the Receivables rather than obtaining a secured
loan with the Receivables as collateral. At the time of
each transfer: (i) the Seller transferred the Receivables to
the Purchaser without any intent to hinder, delay, or
defraud any current or future creditor of the Seller; (ii)
the Seller was not insolvent and did not become insolvent as
a result of the transfer; (iii) the Seller was not engaged
and was not about to engage in any business or transaction
for which any property remaining with the Seller was an
unreasonably small capital or for which the remaining assets
of the Seller were unreasonably small in relation to the
business of the Seller or the transaction; (iv) the Seller
did not intend to incur, and did not believe or reasonably
should not have believed that it would incur, debts beyond
its ability to pay as they become due; and (v) the
consideration paid by the Purchaser to the Seller for the
Receivables was equivalent to the fair market value of such
Receivables.
(xiii) Chief Executive Office. The Seller
maintains its chief executive office in the State of New
Jersey, and there have been no other locations of the
Seller's chief executive office since January 1995.
(xiv) Adverse Orders. There is no injunction,
writ, restraining order or other order of any nature binding
upon Seller that adversely affects Seller's performance of
this Agreement and the transactions contemplated hereby and
by the Pooling and Servicing Agreement.
(b) The Seller makes the following
representations and warranties as to the Receivables for the
benefit of the Purchaser, the Certificateholders, the
Trustee and the Trust and on which the Purchaser relies in
accepting the Receivables on the Closing Date. Such
representations and warranties speak as of the Closing Date,
but shall survive the sale, transfer and assignment of the
Receivables to the Purchaser and the subsequent assignment
to the Trustee pursuant to the Pooling and Servicing
Agreement. The Seller acknowledges and expressly agrees
that any or all of the Purchaser, the Trustee or the
Certificateholders may enforce the Seller's repurchase
obligations or substitution obligations pursuant to Section
7.02 hereof for any breach of any of the following
representations and warranties.
(i) Characteristics of Receivables. Each
Receivable (A) has been originated in the United States of
America by Seller or a Dealer for the retail sale of a
Financed Vehicle in the ordinary course of Seller's or such
Dealer's business, has been fully and properly executed by
the parties thereto and, if originated by a Dealer, has been
purchased by Seller from such Dealer or has been financed
for such Dealer under an existing agreement with Seller, (B)
has created a valid, subsisting and enforceable first
priority security interest in favor of the Seller or the
Dealer in the Financed Vehicle, which security interest, if
in favor of the Dealer, has been assigned by the Dealer to
Seller, and which in either case has been duly assigned by
Seller to the Purchaser, (C) is covered by the VSI Insurance
Policy and by the Risk Default Insurance Policy, (D)
contains customary and enforceable provisions such that the
rights and remedies of the holder thereof are adequate for
realization against the collateral of the benefits of the
security and (E) provides for level monthly payments
(provided that the payment in the first or last month in the
life of the Receivable may be different from the level
payment) that fully amortize the Amount Financed over an
original term of no greater than 60 months and yield
interest at the Annual Percentage Rate.
(ii) Schedule of Receivables. The
information set forth on the Schedule of Receivables 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.
(iii) Compliance With Law. Each Receivable
and the sale of each Financed Vehicle (A) complied at the
time it was originated or made and at the Closing Date
complies in all material respects with all requirements of
applicable federal, State and local laws and regulations
thereunder, including, without limitation, usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity
Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the
▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty Act, the Federal Reserve Board's
Regulations B and Z, State adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code, and
other consumer credit laws and equal credit opportunity and
disclosure laws and (B) does not contravene any applicable
contracts to which Seller is a party and no party to such
contract is in violation of any applicable law, rule or
regulation which is material to the Receivable or the sale
of the Financed Vehicle.
(iv) Binding Obligation. Each Receivable
represents the genuine, legal, valid and binding payment
obligation in writing of the Obligor, enforceable by the
holder thereof in accordance with its terms.
(v) No Government Obligor. None of the
Receivables is due from the United States of America or any
State or local government or from any agency, department or
instrumentality of the United States of America or any State
or local government.
(vi) Security Interest in Financed Vehicle.
Immediately prior to the sale, assignment and transfer
thereof, each Receivable is secured by a validly perfected
first priority security interest in the Financed Vehicle in
favor of the Seller as secured party or all necessary and
appropriate actions have been commenced that would result in
the valid perfection of a first priority security interest
in the Financed Vehicle in favor of the Seller as the
secured party. The Seller has caused each certificate of
title (or copy of an application for title) or such other
document delivered by the state title registration agency
evidencing the security interest in the Financed Vehicle, to
be delivered to the Custodian pursuant to Section
3.03(a)(ii) of the Pooling and Servicing Agreement, together
with powers of attorney, duly executed by Seller in favor of
the Trustee, which powers of attorney are sufficient to
change the lien holder on the certificate of title with
respect to a Financed Vehicle.
(vii) Receivables in Force. No Receivable has
been satisfied, subordinated or rescinded, nor has any
Financed Vehicle been released from the lien granted by the
related Receivable in whole or in part.
(viii) No Waiver. No provision of a Receivable
has been waived, impaired, altered or modified in any
respect except in accordance with the Servicing Agreement,
the substance of which is reflected in the Schedule of
Receivables as it relates to the information included
thereon.
(ix) No Amendments. No Receivable has been
amended such that either the original Scheduled Payment has
been decreased or the number of originally scheduled due
dates has been increased except as permitted under the terms
of the Risk Default Policy.
(x) No Defenses. No right of rescission,
setoff, recoupment, counterclaim or defense has been
asserted or threatened with respect to any Receivable.
(xi) No Liens. No Liens or claims have been
filed for work, labor or materials relating to a Financed
Vehicle that are Liens prior to, or equal or coordinate
with, the security interest in the Financed Vehicle granted
by the Obligor pursuant to the Receivable.
(xii) No Default. Except for payment
delinquencies continuing for a period of not more than
thirty (30) days as of the Cutoff Date, no default, breach,
violation or event permitting acceleration under the terms
of any Receivable has occurred; and no continuing condition
that with notice or the lapse of time would constitute a
default, breach, violation or event permitting acceleration
under the terms of any Receivable has arisen; and the Seller
has not waived any of the foregoing. As of the Closing
Date, the Seller has no knowledge of any facts regarding any
particular Receivable transferred on such date indicating
that such Receivable would not be paid in full.
(xiii) Insurance. Each Receivable is covered,
as of the Closing Date and throughout the shorter of the
term of the Trust or the term of the Receivable, under the
VSI Insurance Policy and the Risk Default Insurance Policy,
and each such insurance policy is valid and remains in full
force and effect. The Seller, in accordance with its
customary procedures, has required that each Obligor obtain,
and has determined that each Obligor has obtained, physical
damage insurance covering the Financed Vehicle as of the
date of execution of the Receivable insuring repair or
replacement of such Financed Vehicle subject to a
deductibility not in excess of $500.
(xiv) Title. It is the intention of the
Seller that the transfer and assignment of the Receivables
from the Seller to the Purchaser herein contemplated be
treated as an absolute sale for financial accounting
purposes, and that the beneficial interest in and title to
the Receivables not be part of the property of the Seller
for any purpose under state or federal law. No Receivable
has been sold, transferred, assigned or pledged by the
Seller to any Person other than the Purchaser, except the
pledge to and liens for the benefit of certain of Seller's
creditors which will be released prior to conveyance to the
Purchaser hereunder. Immediately prior to the transfer and
assignment herein contemplated, the Seller had good and
marketable title to each Receivable free and clear of all
Liens and rights of others; and, immediately upon the
transfer thereof, the Purchaser will have good and
marketable title to each Receivable, free and clear of all
Liens and rights of others; and the transfer has been
validly perfected under the UCC.
(xv) Lawful Assignment. No Receivable has
been originated in, or is subject to the laws of, any
jurisdiction under which the sale, transfer and assignment
of such Receivable under this Agreement or pursuant to
transfers of the Certificates is or shall be unlawful, void
or voidable.
(xvi) All Filings Made. All filings
(including, without limitation, UCC filings) necessary in
any jurisdiction to give the Purchaser a first perfected
security interest in the Receivables have been made.
(xvii) One Original. There is only one
original executed copy of each Receivable.
(xviii) Maturity of Receivables. Each
Receivable had an original maturity of not more than 60
months; the weighted average original term to maturity of
the Receivables was 54.48 months as of the Cutoff Date while
the weighted average remaining term to maturity as of the
Cutoff Date for such Receivables was 54.40 months; the
remaining maturity of each Receivable was 60 months or less
as of the Cutoff Date.
(xix) Scheduled Payments. Each Receivable has
a next scheduled payment due date on or prior to November
24, 1996; no Receivables had a payment that was more than 30
days overdue as of the Cutoff Date; and each Receivable has
a final scheduled payment due no later than the Final
Scheduled Distribution Date.
(xx) Monthly Payments. Each Receivable
provides for level monthly payments (provided that the
payment in the first or last month in the life of the
Receivable may be minimally different from such level
payment) which fully amortize the amount financed over the
original term; provided, however, that the Risk Default
Policy provides that loan extensions will be allowed,
subject to no more than one extension during each 12 months
in the Receivable's term.
(xxi) Outstanding Principal Balance; Annual
Percentage Rate. Each Receivable had an outstanding
Principal Balance as of the Cutoff Date of at least
$3,911.50; and no Receivable has an outstanding Principal
Balance in excess of $36,505.52. As of the Cutoff Date, the
weighted average APR of the Receivables was 20.06% per
annum.
(xxii) Financing. Each Receivable represents a
Simple Interest Receivable.
(xxiii) Bankruptcy Proceeding. No Receivable as
of the respective Cutoff Date is noted in the Seller's
records as a dischargeable debt under a bankruptcy
proceeding.
(xxiv) Chattel Paper, Valid and Binding. Each
Receivable constitutes "chattel paper" under the UCC, and is
the legal, valid and binding obligation of the Obligor
thereunder in accordance with the terms thereof.
(xxv) States of Origination. At the time of
origination, each Receivable was originated in one of the
following states, which are the only states in which the
Receivables were originated: Alabama, Arizona, Colorado,
Connecticut, Delaware, Florida, Georgia, Illinois, Indiana,
Kansas, Kentucky, Louisiana, Maryland, Michigan,
Mississippi, Missouri, Nevada, New Jersey, New Mexico, New
York, North Carolina, Ohio, Pennsylvania, South Carolina,
Tennessee, Texas, Virginia and West Virginia.
(xxvi) Age of Financed Vehicles. Approximately
5.57% of the Receivables relate to new Financed Vehicles and
approximately 94.43% relate to used Financed Vehicles.
(xxvii) No Future Advances. The full principal
amount of each Receivable has been advanced to each Obligor
or advanced in accordance with the directions of each such
Obligor, and there is no requirement for future advances
thereunder. The Obligor with respect to the Receivable does
not have any options under such Receivable to borrow from
any person additional funds secured by the Financed Vehicle.
Each Receivable as of the Closing Date is fully secured by
the related Financed Vehicle.
(xxviii) Underwriting Guidelines. Each
Receivable has been originated in accordance with the
Underwriting Guidelines and in accordance with the
underwriting guidelines acceptable to the Risk Default
Insurer. Such guidelines include but are not limited to the
following:
(A) the purchase of the Financed
Vehicle by the Obligor, at the time of funding of the
Receivable, was affordable to the Obligor based upon
Seller's existing Underwriting Guidelines with respect to
discretionary income; and
(B) at the time of funding of the
Receivable, the Financed Vehicle was purchased from, and the
Receivable originated by, a Dealer located in one of the
states specified in paragraph (xxv) above.
(xxix) Financed Vehicle in Good Repair. To the
best of the Seller's knowledge, each Financed Vehicle is in
good repair and working order.
(xxx) Principal Balance. No Receivable has a
Principal Balance which includes capitalized interest,
physical damage insurance or late charges.
(xxxi) Servicing. At the Cutoff Date, each
Receivable was being serviced by the Servicer.
(xxxii) Eligible Loan. Each Receivable
constitutes an "Instrument" and each Financed Vehicle
constitutes "Eligible Collateral" as defined in and for
purposes of the Risk Default Insurance Policy. Neither the
insured under the Risk Default Insurance Policy nor any
Person acting on behalf of such insured has concealed or
misrepresented any material facts or circumstances regarding
any matter that would serve as a basis for the Risk Default
Insurer to void the Risk Default Insurance Policy.
(xxxiii) Original Principal Amount. The
original principal amount of each Receivable (A) originated
under the original "Zero Down" and the "Reduced Income"
programs, was not more than (1) in the case of new Financed
Vehicles, the lower of (x) 105% of the manufacturer's
suggested retail price plus rebatable premiums on cancelable
items and (y) 120% of the manufacturer's suggested retail
price or (2) in the case of used Financed Vehicles, the
lower of (x) 105% of the retail value of the Financed
Vehicle at the time of origination of the Receivable as set
forth in the ▇▇▇▇▇▇ "Blue Book" for the appropriate region
plus rebatable premiums on cancelable items and (y) 120% of
such ▇▇▇▇▇▇ "Blue Book" retail value; (B) originated under
the "First Time Buyer" program, was not more than (1) in the
case of new Financed Vehicles, 95% of the manufacturer's
suggested retail price plus rebatable premiums on cancelable
items of up to 15% of the manufacturer's suggested retail
price or (2) in the case of used Financed Vehicles, 95% of
the retail value of the Financed Vehicle at the time of
origination of the Receivable as set forth in the ▇▇▇▇▇▇
"Blue Book" for the appropriate region plus rebatable
premiums on cancelable items of up to 15% of the
manufacturer's suggested retail price and (C) originated
under the "Military Program" was not more than 105% of the
manufacturer's suggested retail price or, in the case of
used Financed Vehicles, 105% of the ▇▇▇▇▇▇ "Blue Book"
retail value. Calculations made with respect to the
percentages referenced above are rounded to the nearest
whole percentage point.
(xxxiv) No Proceedings. There are no
proceedings or investigations pending or, to the best
knowledge of the Seller, threatened before any court,
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its
respective properties: (A) asserting the invalidity of any
of the Receivables; (B) seeking to prevent the enforcement
of any of the Receivables; or (C) seeking any determination
or ruling that might materially and adversely affect the
payment on or enforceability of any Receivable.
(xxxv) Licensing. With respect to each
Receivable originated in the State of Pennsylvania, the
Seller and each prior holder of any such Receivable were
each properly licensed under applicable Pennsylvania laws
and regulations during the respective times the Seller and
each prior holder of any such Receivable held such
Receivable, except where the failure to be so licensed would
not have a material adverse effect on the ability of the
Trust to collect principal or interest payments on such
Receivable or to realize upon the Financed Vehicle
underlying any such Receivable in accordance with the terms
thereof.
(xxxvi) State Concentrations. The forms of
retail installment sales contract used by the Seller in each
of Florida, Georgia, North Carolina and Texas have not been
changed since September 12, 1996. The percentage of the
aggregate Principal Balance of the Receivables originated in
each of the foregoing states is as follows:
Florida 20.14%
Georgia 14.22%
North Carolina 11.86%
Texas 12.98%
As of the Closing Date, no other state represented
more than five percent (5%) of the aggregate Principal
Balance of the Receivables. After giving effect to the
substitution of Substitute Receivables and the release of
all funds from the escrow account established on the Closing
Date pursuant to a separate agreement, no more than eight
percent (8%) of the original aggregate Principal Balance of
the Receivables will have been originated in any one state.
(c) The Seller makes the following additional
representations, warranties and covenants for the benefit of
the Purchaser, the Certificateholders and the Trust on which
the Purchaser relies in accepting the Receivables on the
Closing Date, which representations, warranties and
covenants shall survive the Closing Date.
(i) Location of Servicer Files. The
Servicer Files are kept by the Servicer at the location
listed in Exhibit C hereto, with the exception of (A) the
original titles or other documents evidencing the security
interest of the Seller in the Financed Vehicle and (B) the
original Receivables, which documents shall be kept at an
office of the Custodian.
(ii) Evidence of Security Interest. On the
Closing Date, the Seller shall deliver or cause to be
delivered to the Trustee, as Custodian, (A) an original
certificate of title or (B) if the applicable state title
registration agency does not deliver certificates of title
to lienholders, such other document delivered to the Seller
by the state title registration agency evidencing the
security interest of the Seller in the Financed Vehicle, or
(C) a guarantee of title or a copy of an application for
title if no certificate of title or other evidence of the
security interest in the Financed Vehicle has yet been
issued, for each Financed Vehicle relating to each
Receivable sold, transferred, assigned and conveyed
hereunder; provided, however, that any original certificate
of title or other document evidencing the security interest
of the Seller in the Financed Vehicle not so delivered on
the Closing Date, due to the fact that such title or other
document has not yet been issued by a state title
registration agency and delivered to the Seller as of such
date, shall be delivered by the Seller to the Trustee within
one hundred fifty (150) days after the Closing Date or such
later date permitted by the Majority Certificateholders (or,
if the Certificates have been rated, by each Rating Agency)
in accordance with Section 3.03(a) of the Pooling and
Servicing Agreement; provided, further, that failure to so
deliver any original certificate of title or other document
evidencing the security interest of the Seller in the
Financed Vehicle to the Trustee shall be deemed to be a
breach by the Seller of its representations and warranties
contained in this Section 3.01, and such occurrence shall
constitute a breach pursuant to Section 7.02 herein.
(iii) Insurance Claims. The Seller shall
provide to the Purchaser, within five (5) Business Days of
receipt or distribution thereof, (A) copies of all documents
received from the Risk Default Insurer contesting the
eligibility of any claim made under a Risk Default Policy
and (B) copies of all documents regarding the resolution of
alleged ineligible claims.
(iv) Business Purpose. The Seller will sell,
transfer, assign and otherwise convey (for state law, tax
and financial accounting purposes) the Receivables for a
bona fide business purpose.
(v) Financial Accounting Purposes. The
Seller and the Purchaser, as owner of the Receivables, each
intend to treat the transactions contemplated by this
Agreement as an absolute sale of the Receivables by the
Seller for financial accounting purposes. The Seller and
the Trustee intend to cause to be filed all returns or
reports in a manner consistent with such treatment.
(vi) Valid Transfer. This Agreement
constitutes a valid transfer by the Seller to the Purchaser
of all of the Seller's right, title and interest in the
Receivables and the other Trust Property.
(vii) Seller's Obligations. The Seller
has submitted all necessary documentation for payment of the
Receivables to the Obligors and has fulfilled all of its
applicable obligations hereunder required to be fulfilled as
of the Closing Date.
(viii) Insurance Policies. The Seller will
not cancel, nor permit the cancellation of, the Risk Default
Insurance Policy or VSI Insurance Policy, in each case as it
relates to the Receivables.
ARTICLE IV
CONDITIONS
Section 4.01. Conditions to Obligation of the
Purchaser. The obligation of the Purchaser to purchase the
Receivables is subject to the satisfaction of the following
conditions:
(a) Representations and Warranties True. The
representations and warranties of the Seller hereunder shall
be true and correct on the Closing Date and the Seller shall
have performed all obligations to be performed by each of
them hereunder on or prior to the Closing Date.
(b) Files Marked; Files and Records owned by
Trust. The Seller shall, at its own expense, on or prior to
the Closing Date indicate in its files that the Receivables
have been sold to the Purchaser pursuant to this Agreement
and the Seller shall deliver to the Purchaser a Schedule of
Receivables certified by the Chairman, the President, the
Vice President or the Treasurer of the Seller to be true,
correct and complete. Further, the Seller hereby agrees
that the computer files and other physical records of the
Receivables maintained by the Seller will bear an indication
reflecting that the Receivables have been sold to the
Purchaser and thereafter sold, transferred and assigned to
the Trustee for deposit in the Trust.
(c) Documents to be Delivered by the Seller at the
Closing Date.
(i) The Assignment. At the Closing
Date, the Seller will execute and deliver an Assignment
substantially in the form of Exhibit A hereto with respect
to the Receivables.
(ii) Custodian files. At the Closing Date,
the Seller shall deliver to the Trustee, as custodian, for
the benefit of the Purchaser and its assigns the Custodian
Files, which delivery shall be accompanied by a Certificate
of Delivery substantially in the form of Exhibit D.
(iii) Evidence of UCC Filings. The Seller
shall record and file, at its own expense, (A) on or prior
to the Closing Date, UCC-3 termination statements in each
jurisdiction required by applicable law, to release any
prior security interests in the Receivables granted by the
Seller, and (B) on or prior to the Closing Date, UCC
financing statements in each jurisdiction in which required
by applicable law, executed by the Seller as seller or
debtor, and naming the Purchaser as purchaser or secured
party, naming the Trustee as assignee of such purchaser or
secured party, identifying the Receivables and the other
Trust Property as collateral, meeting the requirements of
the laws of each such jurisdiction and in such manner as is
necessary to perfect the sale, transfer, assignment and
conveyance of such Receivables to the Purchaser and the
sale, transfer, assignment and conveyance thereof to the
Trustee. The Seller shall deliver file-stamped copies, or
other evidence satisfactory to the Purchaser and the Trustee
of such filing, to the Purchaser and the Trustee on or prior
to the Closing Date.
(iv) Evidence of Insurance and Payment. On
the Closing Date the Seller shall deliver to the Trustee on
the Purchaser's behalf evidence of payment in full of all
premiums due under the Risk Default Insurance Policy and the
VSI Insurance Policy with respect to the Receivables being
sold on such date.
(v) Other Documents. Such other documents,
including without limitation a power of attorney with
respect to the Receivables substantially in the form of
Exhibit E hereto, as the Purchaser may reasonably request.
Section 4.02. Conditions to Obligation of the Seller.
The obligation of the Seller to sell the Receivables to the
Purchaser on the Closing Date is subject to the condition
that at the Closing Date the Purchaser will deliver to the
Seller the Receivables Purchase Price for the Receivables,
as provided in Section 2.01(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller agrees with the Purchaser as follows;
provided, however, that to the extent that any provision of
this Article V conflicts with any provision of the Pooling
and Servicing Agreement, the Pooling and Servicing Agreement
shall govern:
Section 5.01. Protection of Right, Title and Interest.
(a) Filings. The Seller shall cause all financing
statements and continuation statements and any other
necessary documents covering the right, title and interest
of the Purchaser in and to the Receivables and the other
Trust Property to be promptly filed, and at all times to be
kept recorded, registered and filed, all in such manner and
in such places as may be required by law fully to preserve
and protect the right, title and interest of the Purchaser
hereunder to the Receivables and the other Trust Property.
The Seller shall deliver to the Purchaser file-stamped
copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available
following such recordation, registration or filing. The
Purchaser shall cooperate fully with the Seller in
connection with the obligations set forth above and will
execute any and all documents reasonably required to fulfill
the intent of this Section 5.01(a).
(b) Name Change. At least fifteen days before the
Seller makes any change in its name, identity or corporate
structure which would make any financing statement or
continuation statement filed in accordance with paragraph
(a) above seriously misleading within the applicable
provisions of the UCC or any title statute, the Seller shall
give the Purchaser and the Trustee notice of any such change
and no later than five (5) days after the effective date
thereof, shall file such financing statements or amendments
as may be necessary to continue the perfection of the
Purchaser's security interest in the Trust Property.
Section 5.02. Other Liens or Interests. Except for
the conveyances hereunder and pursuant to the Pooling and
Servicing Agreement, the Seller will not sell, pledge,
assign or transfer the Receivables to any other person, or
grant, create, incur, assume or suffer to exist any Lien on
any interest therein, and the Seller shall defend the right,
title, and interest of the Purchaser in, to and under such
Receivables against all claims of third parties claiming
through or under the Seller; provided, however, that the
Seller's obligations under this Section 5.02 shall terminate
upon the termination of the Trust pursuant to the Pooling
and Servicing Agreement.
Section 5.03. Chief Executive Office. The Seller
shall give written notice to the Purchaser and the Trustee
at least 30 days prior to relocating its chief executive
office and shall make such filings under the UCC as shall be
necessary to maintain the perfection of the security
interest (as defined in the UCC) in the Receivables granted
in favor of the Purchaser hereunder.
Section 5.04. Trustee as Named Insured; Pledge of
Proceeds. The Seller shall cause the Trustee to be
identified as the named insured under the Risk Default
Insurance Policy and as an additional insured, as its
interests may appear, under the VSI Insurance Policy as of
the Closing Date. The Seller hereby assigns to the Trustee
for the benefit of the Certificateholders, any interest it
may have in any and all proceeds with respect to a
Receivable under the terms of any of the foregoing insurance
policies.
Section 5.05. Costs and Expenses. The Seller agrees
to pay all reasonable costs and disbursements in connection
with the perfection, as against all third parties, of the
sale to the Purchaser of the Seller's right, title and
interest in and to the Receivables.
Section 5.06. No Waiver. The Seller shall not waive
any default, breach, violation or event permitting
acceleration under the terms of any Receivable.
Section 5.07. Location of Servicer Files. The
Servicer Files, exclusive of the original titles to the
Financed Vehicles and exclusive of the originals of the
Receivables, have been delivered to the location listed in
Exhibit C hereto. The Custodian Files, including the
original titles (or other evidence of the security interest
in the Financed Vehicles) and the originals of the
Receivables shall be delivered to the principal executive
office of the Custodian as specified in the Pooling and
Servicing Agreement.
Section 5.08. Sale of Receivables. The Seller will
take no action inconsistent with the Purchaser's ownership
of the Receivables. If a third party, including a potential
purchaser of the Receivables, should inquire, the Seller
will promptly indicate that ownership of the Receivables has
been transferred to the Purchaser, and by the Purchaser to
the Trust.
Section 5.09. The Seller's Records. This Agreement
and all related documents describe the transfer of the
Receivables from the Seller as an absolute sale by the
Seller to the Purchaser and evidence the clear intention by
the Seller to effectuate an absolute sale and assignment of
such Receivables. The financial statements and tax returns
of the Seller will disclose that, under generally accepted
accounting principles, or for tax purposes, respectively,
the Seller transferred ownership of the Receivables.
Section 5.10. Financial Statements. The Seller will
furnish to the Purchaser and each Certificateholder, (A)
within 90 days after the end of its fiscal year, an
unaudited balance sheet as at the end of such fiscal year
and the related statements of income and cash flow for such
fiscal year, setting forth in comparative form the figures
as at the end of and for the previous fiscal year and (B)
within 45 days after the end of each of the first three
quarterly accounting periods in each fiscal year, an
unaudited balance sheet of the Seller as at the end of such
quarterly period setting forth in each case in comparative
form the figures for the corresponding periods of the
previous fiscal year.
Section 5.11. Compliance with Laws, Etc. The Seller
will comply in all material respects with all applicable
laws, rules, regulations, judgments, decrees and orders
(including those relating to the Receivables and any other
agreements related thereto), where the failure so to comply,
individually or in the aggregate for all such failures,
would have a reasonable likelihood of having a material
adverse effect on the business or properties of the Seller.
Section 5.12. Preservation of Existence. The Seller
will preserve and maintain its existence, rights, franchises
and privileges in the jurisdiction of its organization, and
qualify and remain qualified in good standing in each
jurisdiction where the failure to preserve and maintain such
existence, rights, franchises, privileges and qualifications
would have a reasonable likelihood of having a material
adverse effect on the business or properties of the Seller.
Section 5.13. Keeping of Records and Books of Account.
The Seller shall maintain and implement administrative and
operating procedures (including, an ability to recreate
records evidencing its Receivables in the event of the
destruction of the originals thereof), and shall keep and
maintain, or cause to be kept or maintained, all documents,
books, records and other information which, in the
reasonable determination of Purchaser and the Trustee, are
necessary or advisable in accordance with prudent industry
practice and custom for transactions of this type for the
collection of all Receivables. Seller shall maintain or
cause to be maintained at all times accurate and complete
books, records and accounts relating to the Receivables,
which books and records shall be marked to indicate the
sales of all Receivables hereunder.
Section 5.14. Separate Existence of Purchaser. The
Seller hereby acknowledges that the Trustee, on behalf of
the Trust, is entering into the transactions contemplated by
the Pooling and Servicing Agreement in reliance upon
Purchaser's identity as a legal entity separate from the
Seller and Seller's other affiliates. Seller will, and will
cause each other affiliate to, take all reasonable steps to
continue their respective identities as separate legal
entities and to make it apparent to third Persons that each
is an entity with assets and liabilities distinct from those
of Purchaser and that Purchaser is not a division of the
Seller or any other Person.
ARTICLE VI
INDEMNIFICATION
Section 6.01. Indemnification. The Seller shall
indemnify the Purchaser, the Trustee and each
Certificateholder for any liability as a result of the
failure of a Receivable to be originated in compliance with
all requirements of law and for any breach of any of its
representations and warranties contained herein. In
addition, the Seller shall indemnify the Trustee, the Trust,
the Backup Servicer, the Custodian and each
Certificateholder to the extent of the Purchaser's indemnity
obligations under Section 8.02 of the Pooling and Servicing
Agreement and under the fourth sentence of Section 11.07 of
the Pooling and Servicing Agreement, which provisions are
incorporated herein by this reference as if such provisions
were fully set forth herein and as if the "Seller"
thereunder were the Seller hereunder. The Seller hereby
acknowledges that any of the Trustee, the Custodian, the
Backup Servicer or the Certificateholders may enforce the
obligation of the Seller under this Section 6.01. These
indemnity obligations shall be in addition to any obligation
that the Seller may otherwise have.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Obligations of the Seller. The
obligations of the Seller under this Agreement shall not be
affected by reason of any invalidity, illegality or
irregularity of any Receivable.
Section 7.02. Repurchase or Substitution Upon Breach
or Certain Payment Defaults. (a) The Seller hereby
covenants and agrees to deliver to the Purchaser, the
Trustee and each Certificateholder prompt written notice of
(i) the occurrence of a breach of any of the representations
and warranties of the Seller contained or deemed to be
contained in Section 3.01(b) hereof with respect to any
Receivable or (ii) the failure of the Seller to deliver
original certificates of title or other documents evidencing
the security interest of the Seller in the Financed Vehicle
pursuant to Section 4.01(c)(ii). If (x) such breach shall
not have been cured by the thirtieth day following discovery
thereof or (y) the non-delivery shall not have been cured by
the seventh Business Day following receipt by a responsible
officer of the Seller of notice by certified mail thereof,
the Seller shall be obligated to repurchase such Receivable
hereunder from the Purchaser at the Purchase Amount on a
date which shall be no later than the fifth Business Day
following the applicable cure period. The Seller shall be
obligated to repurchase the Receivable to which such breach
or non-delivery relates even if the Purchaser shall not have
breached its respective representations and warranties with
respect to such Receivable under the Pooling and Servicing
Agreement and even if the Purchaser fails to comply with any
repurchase obligation it may have under the Pooling and
Servicing Agreement. The Seller shall remit the Purchase
Amount to the Trustee on behalf of the Purchaser. For
purposes of this Section, the Purchase Amount of a
Receivable which is not consistent with the warranty
pursuant to Section 3.01(b)(i)(E) shall include such
additional amount as shall be necessary to provide the full
amount of principal and interest as contemplated therein.
(b) The foregoing notwithstanding, the Seller shall
also have the option of substituting, within the five
Business Day period following the applicable cure period, a
Receivable conforming to the requirements hereof (a
"Substitute Receivable") for any breach or failing
Receivable instead of repurchasing such Receivable, provided
any such substitution occurs within ninety (90) days of the
Closing Date. It shall be a condition of any such
substitution that (i) the outstanding Principal Balance of
the Substitute Receivable as of the date of substitution
shall be less than or equal to the outstanding Principal
Balance of the replaced Receivable as of the date of
substitution; provided that an amount equal to the
difference, if any, between the outstanding Principal
Balance of the replaced Receivable and the outstanding
Principal Balance of the Substitute Receivable shall be paid
in cash to Purchaser for deposit into the Collection Account
pursuant to the Pooling and Servicing Agreement; (ii) the
remaining term to maturity of the Substitute Receivable
shall not be greater than that of the replaced Receivable;
(iii) the Cutoff Date with respect to the Substitute
Receivable shall be deemed to be the first day of the month
of the substitution; (iv) the Substitute Receivable
otherwise satisfies the conditions of Section 3.01(b) hereof
(the Seller shall be deemed to make all representations and
warranties contained in Section 3.01(b) and (c) hereof with
respect to the Substitute Receivable as of the date of
substitution); and (v) the Seller shall have delivered to
the Purchaser and the Trustee all of the documents specified
in Section 4.01(c) hereof with respect to the Substitute
Receivable on or before the date of substitution.
(c) The Seller agrees to repurchase at the Purchase
Amount on each Distribution Date, commencing with the
Distribution Date occurring in December 1996, any Receivable
for which, through the end of the related Collection Period,
either of the first two Scheduled Payments was not paid
within forty-five (45) days of the due date for such
Scheduled Payment. The Seller shall remit the Purchase
Amount to the Trustee on behalf of the Purchaser.
(d) Except as provided in subsection (b) above, the
repurchase obligation of the Seller shall constitute the
sole remedy of the Certificateholders, the Trustee or the
Purchaser against the Seller for its breach hereunder;
provided, that the Seller hereby acknowledges that any of
the Purchaser, the Certificateholders or the Trustee may
enforce the Seller's obligation to repurchase or substitute
for nonconforming Receivables pursuant to this Section 7.02.
Section 7.03. Purchaser's Assignment of Nonconforming
Receivables. With respect to all Receivables repurchased or
substituted for by the Seller pursuant to this Agreement,
the Purchaser shall assign, without recourse, representation
or warranty, to the Seller all the Purchaser's right, title
and interest in and to such Receivables, and all security
and documents relating thereto.
Section 7.04. Trust. The Seller acknowledges that the
Purchaser will assign the Receivables to the Trust for the
benefit of the Certificateholders, pursuant to the Pooling
and Servicing Agreement, and that the representations and
warranties contained in this Agreement and the rights of the
Purchaser under Section 7.02 hereof are intended to benefit
such Trust and each Certificateholder. The Seller hereby
consents to such transfers and assignments.
Section 7.05. Amendment. This Agreement may be
amended from time to time by a written amendment duly
executed and delivered by the Seller and the Purchaser;
provided however, that for so long as any Certificates are
outstanding no amendment which in any manner (x) relates to
the Seller's obligations under Section 7.02 or (y) would
have a materially adverse effect on the interests of the
Certificateholders, shall be effective without the prior
written consent of each Certificateholder.
Section 7.06. Waivers. No failure or delay on the
part of the Purchaser in exercising any power, right or
remedy under this Agreement or the Assignments shall operate
as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any
other or further exercise thereof or the exercise of any
other power, right or remedy.
Section 7.07. Notices. All communications and notices
pursuant hereto to any party shall be in writing or by
telegraph or telex and addressed or delivered to it at its
address (or in case of telex, at its telex number at such
address) shown in the preamble of this Agreement or at such
other address as may be designated by it by notice to the
other party and, if mailed or sent by telegraph or telex,
shall be deemed given when mailed, communicated to the
telegraph office or transmitted by telex.
Section 7.08. Costs and Expenses. The Seller will pay
all expenses, including reasonable fees and expenses of
counsel, incident to the performance of its obligations
under this Agreement and the Seller agrees to pay all
reasonable out-of-pocket costs and expenses in connection
with the enforcement of any obligation of the Seller
hereunder.
Section 7.09 Acknowledgement Concerning Insurance
Proceeds. The Seller hereby acknowledges and agrees for the
benefit of the Purchaser, the Trustee and the
Certificateholders that any checks representing Risk Default
Insurance Proceeds or proceeds from claims on any Insurance
Policies in respect of the Receivables that at any time may
be made payable to the Seller will be so made payable for
reasons of administrative and claims processing convenience
only and that, notwithstanding that such checks may be made
so payable, the Seller shall have no right, title or
interest in such proceeds.
Section 7.10. Limited Recourse to Purchaser. The
Seller agrees that the obligations of the Purchaser
hereunder are payable solely from the Purchaser's interests
in the Trust Property and that the Seller may not look to
any other property or assets of the Purchaser in respect of
such obligations.
Section 7.11. Headings and Cross-References. The
various headings in this Agreement are included for
convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.
References in this Agreement to Section names or numbers are
to such Sections of this Agreement.
Section 7.12. Governing Law. This Agreement and the
Assignment shall be governed by and construed in accordance
with the laws of the State of New York without regard or
reference to principles of conflicts of laws of such state.
Section 7.13. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereby have caused this
Purchase Agreement to be executed by their respective
officers thereunto duly authorized as of the date and year
first above written.
AEGIS AUTO FINANCE, INC., as
Seller
By
▇▇▇▇▇ Means
President
AEGIS AUTO FUNDING CORP., a
Delaware corporation, as Purchaser
By
▇▇▇▇▇▇▇ ▇▇▇▇▇
President
EXHIBIT A
ASSIGNMENT
For value received in accordance with the Purchase
Agreement dated as of September 1, 1996, (the "Purchase
Agreement"), by and between the undersigned ("the Seller"),
and Aegis Auto Funding Corp., a Delaware corporation (the
"Purchaser"), the undersigned does hereby sell, assign,
transfer and otherwise convey unto the Purchaser, without
recourse, (i) all right, title and interest of the
undersigned in and to the Receivables identified on the
Schedule attached hereto, all moneys received thereon on and
after the Cutoff Date allocable to principal, and all moneys
received thereon allocable to interest accrued thereon from
and including the Cutoff Date therefor; (ii) the security
interests of the Seller 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 Obligors from the Cutoff Date; (iv) the
interest of the Seller in any Dealer Recourse; and (v) the
proceeds of any and all of the foregoing. The foregoing
sale does not constitute and is not intended to result in
any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other person in
connection with the Receivables, Custodian Files, Servicer
Files, any insurance policies or any agreement or instrument
relating to any of them.
This Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of
the undersigned contained in the Purchase Agreement and is
to be governed by the Purchase Agreement.
Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Purchase
Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Assignment to be duly executed as of September 30, 1996.
AEGIS AUTO FINANCE INC.
By
Name:
Title:
EXHIBIT B
SCHEDULE OF RECEIVABLES
EXHIBIT C
LOCATION OF SERVICER FILES
American Lenders Facilities, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT D
CERTIFICATE OF DELIVERY
In connection with the transfer of certain auto loan
receivables to the Aegis Auto Receivables Trust 1996-A (the
"Trust") to be formed pursuant to a Pooling and Servicing
Agreement (the "Agreement") to be entered into among Aegis
Auto Funding Corp., a Delaware corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as
Backup Servicer (the "Backup Servicer"), and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee"),
the undersigned hereby certifies that the documents listed
below are included in the Custodian Files delivered to the
Custodian or its agent for each of the Receivables listed on
the Schedule hereto. Unless otherwise defined herein,
capitalized terms have the meanings set forth in the
Agreement or the Purchase Agreement (as defined in the
Agreement).
(i) The original of the Receivable and
any amendments thereto.
(ii) The original certificate of title
or other document evidencing the security interest in the
Financed Vehicles, or a guarantee of title or a copy of an
application for title if no certificate of title or other
document evidencing the security interest in the Financed
Vehicle has yet been issued.
(iii) A copy of the Risk Default
Insurance Policy and the VSI Insurance Policy and
endorsements to the Risk Default Insurance Policy and the
VSI Insurance Policy confirming insurance (as reflected on a
master list of insured Receivables) regarding each
Receivable.
AEGIS AUTO FINANCE, INC.
Dated: , 1996 By
Name:
Title:
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Aegis Auto
Finance, Inc., a Delaware corporation ("Aegis Finance"),
having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, in connection
with the transfer of its interests in certain automobile
receivables and certain security interests and liens created
in the Collateral (as defined below) has and hereby affirms
that it has made, constituted and appointed, and by these
presents does make, constitute and appoint Norwest Bank
Minnesota, National Association, a national banking
association, as trustee of the Aegis Auto Receivables Trust
1996-A ("Trustee"), having its principal place of business
at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and its successors or assigns in such capacity,
Aegis Finance's true and lawful attorney-in-fact for and in
Aegis Finance's name, place and stead to act:
FIRST: To execute and/or endorse any loan agreement,
promissory note, security agreement, financing statement,
certificate of title or other document, instrument, or
agreement, or any amendment, modification or supplement of
any of the foregoing and perform any act and covenant in any
way which Aegis Finance itself could do (to the fullest
extent that the Aegis Finance is permitted by law to act
through an agent), which is necessary or appropriate to
modify, amend, renew, extend, release, terminate and/or
extinguish (i) any and all liens and security interests
granted to or created in favor of Aegis Finance in and to or
affecting any of the motor vehicles described in Schedule
"A" (the "Collateral") annexed hereto and by this reference
made a part hereof, or (ii) any indebtedness secured by any
such lien or security interest or any right or obligation of
the obligor of such indebtedness or Aegis Finance, in each
case upon such terms and conditions deemed, in the sole
discretion of said attorney-in-fact, necessary or
appropriate in connection with such modification, amendment,
renewal, extension, release, termination and/or
extinguishment.
SECOND: To agree and to contract with any person, in
any manner and upon terms and conditions deemed, in the sole
discretion of said attorney-in-fact, necessary or
appropriate for the accomplishment of any such modification,
amendment, renewal, extension, release, termination and/or
extinguishment of any such lien, security interest,
indebtedness, right or obligation referred to above with
respect to the Collateral; to perform, rescind, reform,
release or modify any such agreement or contract or any
similar agreement or contract made by or on behalf of the
principal; to execute, acknowledge, seal and deliver any
contract, agreement, certificate of title or other document,
agreement or instrument creating, evidencing, securing or
secured by any such lien, security interest, indebtedness,
right or obligation; and to take all such other actions and
steps, pay or receive such moneys and to execute,
acknowledge, seal and deliver all such other certificates,
documents and agreements as said attorney-in-fact may deem
necessary or appropriate to consummate any such
modification, amendment, renewal, extension, release,
termination and/or extinguishment of any such security
interest, lien, indebtedness, right or obligation, or in
furtherance of any of the transactions contemplated by the
foregoing.
THIRD: With full and unqualified authority to delegate
any or all of the foregoing powers to any person or persons
whom said attorney-in-fact shall select.
FOURTH: This power of attorney shall not be affected
by the subsequent disability or incompetence of the
principal.
FIFTH: This power of attorney shall be irrevocable and
coupled with an interest.
SIXTH: To induce any third party to act hereunder,
Aegis Finance hereby agrees that any third party receiving a
duly executed copy or facsimile of this instrument may act
hereunder, and that any notice of revocation or termination
hereof or other revocation or termination hereof by
operation of law shall be ineffective as to such third
party.
IN WITNESS WHEREOF, Aegis Finance has executed this
Power of Attorney as of September 30, 1996.
AEGIS AUTO FINANCE, INC.
By
Name:
Title:
The foregoing instrument was acknowledged before me
this [Funding Date], by
, the of Aegis Auto Finance,
Inc.
WITNESS my hand and official seal.
________________________________
Notary Public
[NOTARIAL SEAL]
My commission expires:
SCHEDULE A
DESCRIPTION OF COLLATERAL