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 May 1, 1997
$38,462,366.44
AEGIS AUTO RECEIVABLES TRUST 1997-3
AUTOMOBILE RECEIVABLE PASS-
THROUGH CERTIFICATES
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 3
ARTICLE V. SPECIAL DEFINITIONS AND 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 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 May 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
1997-3 (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 1997-3. 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 Initial 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 Initial Receivables
identified on Appendix A
hereto, all Excess Interest
Collections thereon 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
Initial 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 Initial 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 an
Initial 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
Initial 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 (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 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 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 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 64.99922%.
"Class A Rate" means 7.245% of interest
per annum.
"Class B Percentage" means 35.00078%.
"Class B Rate" means 13.774% of interest
per annum; provided, however that if a Credit
Enhancement Event shall have occurred, "Class B
Rate" shall mean 12.845%. 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 May 12, 1997.
"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 May 1, 1997.
"Discount Rate" means 14.0% per annum.
"Final Scheduled Distribution Date" means
November 20, 2002.
"Initial Distribution Date" means June 20,
1997.
"Original Class Certificate Balance" means,
as to the Class A Certificates, $25,000,000, and as
to the Class B Certificates, $13,462,000.00.
"Reserve Fund Initial Deposit" means Term
Notes, as such term is defined in Section 3.2(b) of
the Master Trust Agreement, with an initial price of
$727,904.87.
"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 shall be invested in a Term Note of
The Aegis Consumer Funding Group, Inc.,
substantially in the form of Appendix G hereto.
(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 applicable Cutoff
Dates, as the case may be, 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 applicable 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 Standard
Terms.
ARTICLE VII
CERTIFICATE DELIVERY AND
REGISTRATION
The Certificates shall be designated as the
"Aegis Auto Receivables Trust 1997-3, Automobile
Receivable Pass-Through Certificates, Series 1997-
3" (the "Certificates"), and issued with an initial
aggregate Certificate Balance of $38,462,000 in two
Classes as follows: Class A Certificates with an
initial Certificate Balance of $25,000,000 and Class
B Certificates with an initial Certificate Balance of
$13,462,000.
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) $38,583,195.95 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 ofthe 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) $0.00 in immediately
available funds from the Seller for deposit to
the Collection Account of Excess Interest
Collections; and
(vii) The Reserve Fund Initial
Deposit.
ARTICLE VIII
APPLICATION OF PROCEEDS
The proceeds of the Certificates and such
other amounts as indicated below, receipt of which
the Trustee hereby acknowledges, shall be applied
as follows:
(i) $ 0.00 in immediately available
funds from the Seller for deposit to
the Collection Account of Excess
Interest Collections.
(ii) $727,904.87 shall be deposited
into the Reserve Fund as the Reserve
Fund Initial Deposit; and
(iii) $38,583,195.95 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: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee and as Backup Servicer
By:
Name:
Title:
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
$38,462,000
Aegis Auto Receivables Trust 1997-3
Automobile Receivable Pass-Through
Certificates,
Series 1997-3
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
R-1 IIIFinance Ltd. $17,500,000
R-2 IIIGlobal Ltd $ 7,500,000
CLASS B CERTIFICATES
Certificate
Number Name Amount Purchased
R-1 III LimitedPartnership $13,462,000
Total $38,462,000
IN WITNESS WHEREOF, the undersigned
have duly executed this Direction as to
Registration of Certificates as of the date set forth
below.
Dated: May 12, 1997
IIIFINANCE LTD.
By
Name:
Title:
III
GLOBAL LTD.
By
Name:
Title:
III
LIMITED PARTNERSHIP
By
Name:
Title:
Appendix F
$38,462,000
Aegis Auto Receivables Trust 1997-3
Automobile Receivable Pass-Through Certificates,
Series 1997-3
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 May 12, 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 April 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 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 FUNDING CORP.IV
By:
__________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
APPENDIX G
PROMISSORY NOTE
$1,538,480.00 Dated Date: May 12, 1997
Maturity Date: November 20, 2002
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 FIVE
HUNDRED THIRTY EIGHT THOUSAND FOUR
HUNDRED EIGHTY DOLLARS ($1,538,480) (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
($727,904.87) 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 Master Trust Agreement between the
Trustee and Aegis Auto Funding Corp. IV dated
March 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]