EXECUTION COPY
March 14, 1997
AEGIS AUTO FUNDING CORP. IV
AUTOMOBILE RECEIVABLE PASS-THROUGH
CERTIFICATES
MASTER CERTIFICATE PURCHASE
AGREEMENT
III Finance Ltd.
III Global Ltd.
c/o Admiral Administration Ltd.
Anchorage Centre
,
2nd
Floor
Grand Cayman, Cayman Islands
British West Indies
III
Limited Partnership
c/o III Offshore Advisors
250 South Australian Avenue, Suite
600
West Palm Beach, FL 33401
Dear Sirs:
Aegis Auto Funding Corp.
IV,a Delaware corporation (the
"Company"), proposes from time to
time and subject to the terms and
conditions hereinafter set forth,
to sell to
you
(collectively,
with
your successors and assigns, the
"Purchasers")
certain
Automobile
Receivable Pass-Through
Certificates (collectively, the
"Certificates")
to be executed in
multiple
Series,
Classes
and
respective original principal
amounts and with the designations
set forth
as may be permitted
pursuant to the terms hereof and
the terms of the Pooling and
Servicing Agreements referred to
below. Each Series of Certificates
will be issued by the Company
pursuant to a Pooling and Servicing
Agreement (each, a "Pooling and
Servicing Agreement"), the terms of
which shall be in conformity with
that certain Master Trust Agreement
dated as of March 1, 1997 (the
"Master Trust Agreement") between
the
Company, as
seller,
and Norwest
Bank Minnesota, National
Association, as trustee (the
"Trustee"). Each Certificate will
evidence the holder's fractional
undivided interest in one of
several trusts (the "Trusts"),
created pursuant to the Pooling and
Servicing Agreement and consisting
primarily of a pool (the "Pool") of
retail installment sale contracts
for new or used automobiles and
light-duty trucks between dealers
and retail purchasers (the
"Contracts") and certain monies due
thereunder on and after the "Cut-
Off Date" for each Trust (as such
term is defined in