EXHIBIT 4.3
SERIES 1996-3 SUPPLEMENT (as amended or supplemented
from time to time, the "Supplement") to the Pooling, Collateral
Agency and Servicing Agreement dated as of April 15, 1996 among
the Seller, the Servicer, the Collateral Agent, and the Issuer
Trustee (as amended, supplemented or otherwise modified from time
to time, the "Agreement"), dated as of December 12, 1996 among
(i) NEWCOURT RECEIVABLES CORPORATION, a Delaware corporation, as
Seller (the "Seller"), (ii) NEWCOURT CREDIT GROUP INC., an
Ontario corporation, as Servicer (the "Servicer"), (iii) FLEET
NATIONAL BANK, a national banking association, as Collateral
Agent (the "Collateral Agent"), (iv) CHASE MANHATTAN BANK
DELAWARE (formerly known as Chemical Bank Delaware), a banking
corporation organized and existing under the laws of Delaware,
not in its individual capacity but solely as Issuer Trustee (in
such capacity, the "Issuer Trustee") under the Agreement, and (v)
FLEET NATIONAL BANK, a national banking association, not in its
individual capacity but solely as Indenture Trustee (in such
capacity, the "Indenture Trustee") under the Indenture.
SECTION 1. Series 1996-3. The Series of Notes to be
issued pursuant to the Series 0000-0 Xxxxxxxxx shall be known as
the "Series 1996-3 Notes".
SECTION 2. Definitions.
(a) In the event that any term or provision contained
herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this
Supplement shall govern.
(b) All Article, Section or subsection references
herein shall mean Articles, Sections or subsections of the
Agreement, as amended or supplemented by this Supplement, except
as otherwise provided herein.
(c) All capitalized terms not otherwise defined herein
are used herein as defined in the Agreement.
"Additional Series Contracts" shall have the meaning
assigned to it in Section 3(a).
"Additional Transferred Assets" shall have the meaning
assigned to it in Section 3(a).
"Cash Collateral Account" shall have the meaning
assigned to it in Section 11.4(a).
"Cash Collateral Amount" shall mean, with respect to
any date, the amounts on deposit in the Cash Collateral
Account on such date.
"Cash Collateral Draw Event" shall have the meaning
assigned to it in Section 11.4(c).
"Cash Collateral Required Amount" shall mean, with
respect to any Determination Date, the sum of (i) the
maximum Scheduled Payments due on the Inter-Tel Contracts
and the Triad Contracts during any Collection Period
following such Determination Date and (ii) an amount equal
to the anticipated prepayments on such Contracts during the
Collection Period in which such Determination Date occurs,
calculated as a product of (a) 7% of the sum of the ADCB of
the Inter-Tel and the ADCB of the Triad Contracts as of such
Determination Date and (b) one-twelfth.
"Closing Date" shall mean December 12, 1996.
"Commission" means the Securities and Exchange Commission.
"Cutoff Date" shall mean October 31, 1996.
"Dollars" and "$" means lawful currency of the United
States of America.
"Effective Date" shall have the meaning assigned to it
in Section 7.
"Event of Default" shall have the meaning assigned to
it in the Agreement.
"Exchange Act" shall mean the Exchange Act of 1934, as
amended or supplement from time to time.
"Existing Contracts and Security" shall have the
meaning assigned to it in Section 3(a).
"Existing Indentures" shall be a collective reference
to each Indenture pursuant to which a Series of Class A
Notes has been heretofore issued.
"Existing Supplements" shall be a collective reference
to each Supplement pursuant to which a Series of Class B
Notes or Class C Notes has been heretofore issued.
"Indenture Trustee" shall mean Fleet National Bank, a
national banking association, and any successor indenture
trustee appointed under the Series 0000-0 Xxxxxxxxx.
"Initial Cash Collateral Amount" shall mean $1,640,227,
which amount shall be equal to the Cash Collateral Required
Amount for the period from and including the Cutoff Date
through and including November 30, 1996.
"Initial Principal Amount" shall mean the sum of the
Initial Series 1996-3 Class A Principal Amount, the Initial
Series 1996-3 Class B Principal Amount and the Initial
Series 1996-3 Class C Principal Amount.
"Initial Purchaser" shall mean, with respect to any
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes,
as the case may be, the parties set forth on Schedule 1
hereto.
"Initial Series 1996-3 Class A Principal Amount" shall
mean $188,172,873.
"Initial Series 1996-3 Class B Principal Amount" shall
mean $8,181,429.
"Initial Series 1996-3 Class C Principal Amount" shall
mean $8,181,429.
"Institutional Investor" means (a) any Initial
Purchaser of a Series 1996-3 Class B Note or Series 1996-3
Class C Note, (b) any Holder of a Series 1996-3 Class B Note
or Series 1996-3 Class C Note holding more than 50% of the
aggregate principal amount of the Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes, respectively, then
outstanding, and (c) any bank, trust company, savings and
loan association or other financial institution, any pension
plan, any investment company, any insurance company, any
broker or dealer, or any other similar financial institution
or entity, regardless of legal form.
"Inter-Tel" shall mean Inter-Tel Leasing Inc., an
Arizona corporation.
"Inter-Tel Contracts" shall mean the Contracts
originated by Inter-Tel and transferred to the Trust on the
Closing Date; provided that from and after the date on which
a Cash Collateral Draw Event occurs with respect to Inter-
Tel, such Contracts shall cease to be "Inter-Tel Contracts".
"Issuer" shall mean Newcourt Receivables Asset Trust, a
Delaware business trust."
"Letter Agreement" shall mean the Amended and Restated
Letter Agreement dated April 27, 1995 among the Financing
Originator (as assignee of PBCC), Inter-Tel and certain
affiliates of Inter-Tel, pursuant to which Inter-Tel will
continue to xxxx and collect collections on account of the
Inter-Tel Contracts.
"Letter of Credit" shall mean a renewable stand-by or
direct pay letter of credit having a term of not more than
364 days, in a face amount greater than or equal to the Cash
Collateral Required Amount for the applicable Collection
Period, issued by a bank whose short-term debt obligations
are rated not less than "A-1+" by the Rating Agency on the
date of issuance of such letter of credit.
"Loan Agreement" shall mean the Loan and Security
Agreement dated as of November 1, 1989, as amended, among
Triad and the Financing Originator, pursuant to which Triad
will continue to xxxx and collect collections on account of
the Triad Contracts.
"Maturity Date" shall mean, in the case of the Series
1996-3 Class B Notes and the Series 1996-3 Class C Notes,
December 20, 2004.
"Minimum Amount" shall mean $4,602,054.
"Note Event of Default" shall have the meaning assigned
to it in Section 10.5(a).
"Note Register" shall have the meaning assigned to it
in Section 5.4.
"Note Registrar" shall have the meaning assigned to it
in Section 5.4.
"PBCC" shall mean Pitney Xxxxx Credit Corporation, a
Delaware corporation.
"PBCC Contracts" shall be a collective reference to the
Contracts acquired by Newcourt Financial USA Inc. from
Pitney Xxxxx Credit Corporation pursuant to that certain
Asset Purchase Agreement, dated as of May 31, 1996, between
Pitney Xxxxx Credit Corporation and Newcourt Financial USA
Inc.
"Principal Amount" shall mean, on any date of
determination, the sum of the Series 1996-3 Class A
Aggregate Principal Amount, the Series 1996-3 Class B
Aggregate Principal Amount and the Series 1996-3 Class C
Aggregate Principal Amount on such date of determination.
"Rating Agency" shall mean Standard & Poor's Ratings
Services.
"Record Date" shall mean, with respect to any
Distribution Date, the close of business on the last
Business Day of the preceding month.
"Remittance Date" shall mean the day in each month
specified in the Loan Agreement or the Letter Agreement on
which Triad or Inter-Tel, respectively, is required to
deliver to the Servicer the amounts required to be delivered
by Triad under the Loan Agreement or Inter-Tel under the
Letter Agreement in respect of collections from End-Users
during the immediately preceding 30 day period.
"Required Holders" shall mean (i) prior to the payment
in full of the principal amount of and accrued interest on
the Class A Notes of all Series, Holders of Class A Notes
holding not less than 66-2/3% of the Aggregate Principal
Amount of all Class A Notes of all Series, (ii) from and
after the payment in full of the principal amount of and
accrued interest on the Class A Notes of all Series, Holders
of Class B Notes holding not less than 66-2/3% of the
Aggregate Principal Amount of all Class B Notes of all
Series and (iii) from and after the payment in full of the
principal amount of and accrued interest on the Class A
Notes and Class B Notes of all Series, Holders of Class C
Notes holding not less than 66-2/3% of the Aggregate
Principal Amount of all Class C Notes of all Series.
"Required Payments" shall mean, with respect to, each
Remittance Date, the amount required to be delivered to the
Servicer on such Remittance Date by Triad under the Loan
Agreement or Inter-Tel under the Letter Agreement.
"Securities Act" means the Securities Act of 1933, as
amended from time to time.
"Series 1996-3" shall mean the Series 1996-3 Notes
issued by Newcourt Receivables Asset Trust.
"Series 1996-3 Class A Noteholder" shall mean the
Noteholder of any Series 1996-3 Class A Note.
"Series 1996-3 Class A Notes" shall be a collective
reference to the Series 1996-3 Class A Notes issued pursuant
to the Series 0000-0 Xxxxxxxxx.
"Series 1996-3 Class B Noteholder" shall mean the
Noteholder of any Series 1996-3 Class B Note.
"Series 1996-3 Class B Notes" shall be a collective
reference to the Series 1996-3 Class B Notes issued pursuant
to the Series 1996-3 Class B Note Purchase Agreement, dated
December 12, 1996, among the Seller, the Servicer and the
purchasers named therein.
"Series 1996-3 Class C Noteholder" shall mean the
Noteholder of any Series 1996-3 Class C Note.
"Series 1996-3 Class C Notes" shall be a collective
reference to the Series 1996-3 Class C Notes issued pursuant
to the Series 1996-3 Class C Note Purchase Agreement, dated
December 12, 1996, among the Seller, the Servicer and the
purchasers named therein.
"Series 1996-3 Indenture" shall mean the Class A Trust
Indenture dated as of December 12, 1996 among the Issuer,
the Seller, the Collateral Agent and the Indenture Trustee.
"Series 1996-3 Purchase Agreement" shall mean the
Purchase Agreement, dated as of December 12, 1996, between
Newcourt Financial USA Inc., as Seller, and Newcourt
Receivables Corporation, as Buyer, relating to the purchase
by Newcourt Receivables Corporation of the Additional Series
Contracts and related Equipment and Additional Security from
Newcourt Financial USA Inc.
"Series Transaction Agreements" shall have the meaning
assigned to it in Section 7(a).
"Triad" shall mean Triad Systems Financial Corporation
(formerly known as TSC Leasing Corporation), a California
corporation, and its subsidiary, Orleans Leasing
Corporation, a California corporation.
"Triad Contracts" shall mean the Contracts originated
by Triad and transferred to the Trust on the Closing Date;
provided that from and after the date on which a Cash
Collateral Draw Event occurs with respect to Triad, such
Contracts shall cease to be "Triad Contracts".
"Trust Assets" means the Transferred Assets, the
Collection Account, the Reserve Account, the Cash Collateral
Account and the Termination Account.
SECTION 3. Transfer of Trust Assets. (a) Pursuant to
the Agreement and the Existing Supplements, the Seller has sold,
transferred, assigned and set over to the Issuer all right, title
and interest of the Seller in, to and under the Contracts
described therein, the related Equipment and Applicable Security
(such Contracts, Equipment and Applicable Security, the "Existing
Contracts and Security") and the Seller does hereby confirm such
grants. The Seller does hereby sell, transfer, assign and set
over to the Issuer all right, title and interest of the Seller
in, to and under the following (the "Additional Transferred
Assets"):
(i) the Additional Contracts set forth on Schedule 2
attached hereto (the "Additional Series Contracts"), and all
monies due or to become due in payment of the Additional
Series Contracts on and after the Cut Off Date, any
Prepayment Amounts, any payments in respect of a casualty or
early termination, and any Recoveries received with respect
thereto, but excluding any Scheduled Payments due prior to
the Cut Off Date and any Excluded Amounts;
(iii) the Equipment related to the Additional Series
Contracts and, in the case of any Vendor Note, related
Applicable Security including all proceeds from any sale or
other disposition of such Equipment;
(iv) the Contract Files;
(v) all payments made or to be made in the future with
respect to the Additional Series Contracts or the Obligor
thereunder under any Program Agreements or Vendor Agreements
with the Financing Originator and under any guarantee or
similar credit enhancement with respect to the Additional
Series Contracts;
(vi) all Insurance Proceeds with respect to each
Additional Series Contract;
(vii) the Series 1996-3 Purchase Agreement, including,
without limitation, the obligation of the Financing
Originator party thereto to repurchase the Additional Series
Contracts under certain circumstances as specified therein;
and
(viii) all income and proceeds of the foregoing;
provided, that the Additional Transferred Assets shall not
include any Residual Investment other than a Guaranteed Residual
Investment.
(b) It is the express intent of the Seller and the
Issuer that the conveyance of Additional Transferred Assets
described in Section 3(a) on the Closing Date be construed as a
sale of the Additional Transferred Assets by the Seller to the
Issuer. It is, further, not the intention of the Seller or the
Issuer that such conveyance by deemed a grant of a security
interest in the Additional Transferred Assets by the Seller to
the Issuer to secure a debt or other obligation of the Seller to
the Issuer. However, in the event that, notwithstanding the
intent of the parties, the Additional Transferred Assets are held
to continue to be property of the Seller, then (i) this
Supplement also shall be deemed to be and hereby is a security
agreement within the meaning of the UCC; and (ii) the conveyance
by the Seller provided for in Section 3(a) shall be deemed to be
and the Seller hereby grants to the Issuer a security interest in
and to all of the Seller's right, title and interest in, to and
under the Additional Transferred Assets to secure a loan deemed
to have been made in an amount equal to the ADCB of the
Additional Series Contracts. The Seller and the Issuer shall, to
the extent consistent with this Supplement, take such actions as
may be necessary to ensure that, if this Supplement were deemed
to create a security interest in the Additional Transferred
Assets, such security interest would be deemed to be a perfected
security interest of first priority (subject to Permitted Liens)
in favor of the Issuer under applicable law and will be
maintained as such throughout the term of this Supplement;
provided that with respect to any item of Equipment with respect
to which title thereto or a security interest therein is required
to be noted on a certificate of title or otherwise recorded, the
Seller shall not be required to note the name of the Issuer or
the Collateral Agent on the certificate of title; provided
further, that to the extent financing statements or similar
filings are required with respect to any item of related
Equipment, the Seller shall be required to record such filings in
the Filing Locations. The Seller and the Issuer may rely upon an
Opinion of Counsel addressed to them as to what is required to
provide the Issuer with such security interest; and any such
Opinion of Counsel shall permit the Issuer Trustee and the
applicable Indenture Trustee, on behalf of the Noteholders, the
Noteholders (in the case of any Series issued in a private
placement exempt from the registration requirements of the
Securities Act), the Collateral Agent, and the Rating Agencies to
rely on it.
(c) The Issuer hereby grants to the Collateral Agent
for the benefit of the Secured Parties a first priority perfected
security interest in all of the Trust Assets, including without
limitation, the Additional Transferred Assets, to secure the
unpaid Principal Amount of the Notes issued and to be issued from
time to time under the Series 1996-3 Indenture, each Existing
Indenture, each Existing Supplement and this Supplement and the
interest accruing thereon at the applicable Interest Rates, and
agrees that this Supplement shall constitute a security agreement
under applicable law.
SECTION 4. Receipt, Distribution and Application from
the Trust Receipts.
4.1 Distribution Prior to Event of Default or
Restricting Event. Each payment received by the Collateral Agent
for the Series 1996-3 Class B Noteholders or the Series 1996-3
Class C Noteholders pursuant to Section 4.3(d) of the Agreement
shall be promptly distributed by the Collateral Agent in
accordance with such Section 4.3(d).
4.2 Optional Purchase by Seller; Trust Termination
Payments. (a) On any Distribution Date occurring on or after the
date on which the Principal Amount of the Class A Notes and Class
B Notes of all Series is 10% or less of the aggregate principal
amount of the Class A Notes and Class B Notes of all Series as of
their respective Closing Dates, the Seller at its sole option,
upon not less than 30 and not more than 60 days' notice to the
Issuer Trustee, the Servicer, the Collateral Agent, the Indenture
Trustee and the Noteholders, may purchase without penalty or
premium all, but not less than all, of the Class A Notes and
Class B Notes of all Series, including Series 1996-3. The
redemption price will be equal to the sum of the outstanding
principal amount of the Class A Notes and Class B Notes of all
Series, together with accrued interest thereon through the day
preceding the date of redemption. Upon receipt of the redemption
price of the Series 1996-3 Class B Notes, the Collateral Agent
will distribute the amount so received to the Holders of the
Series 1996-3 Class B Notes on such Distribution Date. Following
any redemption, the Series 1996-3 Class A Noteholders and the
Series 1996-3 Class B Noteholders will have no further rights
with respect to the Trust Assets.
(b) The Principal Amount of the Series 1996-3 Class B
Notes and the Series 1996-3 Class C Notes shall be due and
payable no later than the Maturity Date with respect to Series
1996-3 Class B Notes and Series 1996-3 Class C Notes,
respectively. Amounts received by the Collateral Agent on
account of any such sale, disposition or other liquidation and
available for distribution to the Series 1996-3 Class B
Noteholders or the Series 1996-3 Class C Noteholders as provided
in Section 13.2(b) of the Agreement shall be distributed to the
Holders of such Series 1996-3 Class B Notes or Series 1996-3
Class C Notes in final payment of such Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes.
(c) As provided in Section 13.1 of the Agreement, the
Issuer shall terminate (to the extent provided therein) on the
Trust Termination Date. Amounts received by the Collateral Agent
in connection with the Trust Termination Date and available for
distribution to the Series 1996-3 Class B Noteholders and the
Series 1996-3 Class C Noteholders as provided therein shall be
distributed to the Holders of the Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes, respectively, in final payment of
the Series 1996-3 Class B Notes and Series 1996-3 Class C Notes.
(d) The amount deposited pursuant to subsections
4.2(a), 4.2(b) and 4.2(c) shall be paid to the Series 1996-3
Class B Noteholders and Series 1996-3 Class C Noteholders in the
manner provided in Section 5.9.
(e) Written notice of any termination, specifying the
Distribution Date upon which the Series 1996-3 Class B
Noteholders or Series 1996-3 Class C Noteholders may surrender
their Series 1996-3 Class B Notes or Series 1996-3 Class C Notes
for payment of the final distribution and cancellation shall be
given (subject to at least four Business Days' prior notice from
the Servicer to the Collateral Agent) by the Collateral Agent to
such Series 1996-3 Class B Noteholders or Series 1996-3 Class C
Noteholders mailed not later than the fifth day of the month of
such final distribution specifying (i) the Distribution Date
(which shall be the Distribution Date in the month in which the
deposit is made pursuant to Sections 13.1 or 13.2 of the
Agreement) upon which final payment of the Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes will be made upon
presentation and surrender of the Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes at the office or offices therein
designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon
presentation and surrender of the Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes at the office or offices therein
specified.
(f) All funds on deposit in the Collection Account, in
the case of a final payment, pursuant to Section 13.2 of the
Agreement and, in the case of a termination of the Trust,
pursuant to Section 13.1 of the Agreement (and notwithstanding
such termination), shall continue to be held in trust for the
benefit of the Class B Noteholders and Class C Noteholders,
including the Series 1996-3 Class B Noteholders and Series 1996-3
Class C Noteholders, and the Collateral Agent shall pay such
funds to the appropriate Noteholders upon surrender of their
Notes. In the event that all of the Series 1996-3 Class B
Noteholders or Series 1996-3 Class C Noteholders shall not
surrender their Series 1996-3 Class B Notes or Series 1996-3
Class C Notes, respectively, for cancellation within six months
after the date specified in the above-mentioned written notice,
the Collateral Agent shall give a second written notice to the
remaining Series 1996-3 Class B Noteholders or Series 1996-3
Class C Noteholders to surrender their Series 1996-3 Class B
Notes for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all
the Series 1996-3 Class B Notes or Series 1996-3 Class C Notes
shall not have been surrendered for cancellation, the Collateral
Agent may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Series 1996-3 Class B
Noteholders or Series 1996-3 Class C Noteholders concerning
surrender of their Series 1996-3 Class B Notes or Series 1996-3
Class C Notes, and the cost thereof shall be paid out of the
funds in the Collection Account held for the benefit of such
Series 1996-3 Class B Noteholders or Series 1996-3 Class C
Noteholders. The Collateral Agent shall pay to the Seller upon
request any monies held by it for the payment of principal or
interest which remains unclaimed for two years. After payment to
the Seller, the Series 1996-3 Class B Noteholders and Series
1996-3 Class C Noteholders entitled to the money must look only
to the Seller for payment as general creditors unless an
applicable abandoned property law designates another Person.
4.3 Distribution Following an Event of Default or a
Restricting Event. Except as otherwise provided in Section 4.4
hereof, each payment received by the Collateral Agent for the
Series 1996-3 Class B Noteholders or Series 1996-3 Class C
Noteholders pursuant to Section 4.3(e) of the Agreement shall be
promptly distributed by the Collateral Agent in accordance with
such Section 4.3(e).
4.4 Unclaimed Moneys. Any moneys deposited with or
paid to the Collateral Agent for the payment of the principal of
or interest on any Series 1996-3 Class B Note or Series 1996-3
Class C Note and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall
have become due and payable, shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be paid, upon written request therefor by
the Servicer or the Issuer Trustee, to the Servicer or the Issuer
Trustee, and the Holder of such Series 1996-3 Class B Note or
Series 1996-3 Class C Note, as a general unsecured creditor,
shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law,
thereafter look only to the Seller for any payment which such
Series 1996-3 Class B Noteholder or Series 1996-3 Class C
Noteholder may be entitled to collect, and all liability of the
Collateral Agent with respect to such moneys shall thereupon
cease.
4.5 Reliance by Collateral Agent Upon Information
Provided. In connection with the payments required to be made by
the Collateral Agent pursuant to this Supplement, the Collateral
Agent shall be fully protected in relying, on any Distribution
Date, on the Monthly Statement provided by the Servicer pursuant
to Section 9, for such Distribution Date. The Collateral Agent
shall have no obligation to verify, calculate or re-calculate any
amount set forth in any Monthly Statement. In the absence of a
Monthly Statement specifying amounts to be paid by the Collateral
Agent, the Collateral Agent shall be fully protected in relying
on written notice provided by any of the following Persons with
respect to any of the following information and shall have no
obligation to verify, calculate or re-calculate any amount set
forth in any such written notice:
(i) with respect to accrued interest for any specified
period and the unpaid principal amount of Series
1996-3 Class B Notes or Series 1996-3 Class C
Notes of any Series, the Servicer; and
(ii) with respect to any other matters required to be
determined in connection with any such payment,
the Servicer.
SECTION 5. The Series 1996-3 Notes.
5.1 The Notes. (a) The Series 1996-3 Notes shall
represent indebtedness of the Issuer secured by the Trust Assets
and the Issuer is obligated to pay principal of and interest on
the Series 1996-3 Notes out of the Trust Assets, in accordance
with Article IV of the Agreement.
(b) The Series 1996-3 Notes shall consist of the
Series 1996-3 Class A Notes, the Series 1996-3 Class B Notes and
the Series 1996-3 Class C Notes.
(c) Except as set forth in Section 5.4, the Series
1996-3 Class B Notes and the Series 1996-3 Class C Notes shall be
issuable in minimum denominations of $500,000 and $500,000,
respectively, and any amount in excess thereof, and shall not be
subdivided.
5.2 Form, Denomination and Dating. The Series 1996-3
Class B Notes and Series 1996-3 Class C Notes and the Issuer's
form of certificate of authentication to appear on the Series
1996-3 Class B Notes and Series 1996-3 Class C Notes shall each
be substantially in the form of (i) in the case of Series 1996-3
Class B Notes, Exhibit A hereto, (ii) in the case of Series 1996-
3 Class C Notes, Exhibit B hereto and (iii) in the case of the
Issuer's certificate of authentication for such Series 1996-3
Class B Notes and Series 1996-3 Class C Notes, Exhibit C hereto.
The Series 1996-3 Class B Notes and Series 1996-3 Class C Notes
shall contain such omissions, variations and insertions as are
permitted by this Supplement, and may have such letters, numbers
or other marks of identification and such legends or endorsements
printed, lithographed or engraved thereon, as may be required to
comply with law, the rules of any securities market in which such
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes may be
admitted to trading or agreements to which the Issuer is subject,
if any, or to conform to any usage in respect thereof, or as may,
consistently herewith, be prescribed by the Issuer or by the
Responsible Officer of the Issuer Trustee executing such Series
1996-3 Class B Notes or Series 1996-3 Class C Notes, such
determination by such officer to be evidenced by his signing such
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes on
behalf of the Issuer. The terms of the Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes set forth in Exhibit A and
Exhibit B, respectively, are part of the terms of this
Supplement.
The definitive Series 1996-3 Class B Notes and the
definitive Series 1996-3 Class C Notes shall be printed,
typewritten, lithographed or engraved or produced by any
combination of these methods or may be produced in any other
manner permitted by the rules of any securities market in which
the Series 1996-3 Class B Notes or the Series 1996-3 Class C
Notes may be admitted to trading, all as determined by the
Responsible Officer of the Issuer Trustee executing such Series
1996-3 Class B Notes or Series 1996-3 Class C Notes on behalf of
the Issuer, as evidenced by such Officer's execution of such
Notes.
5.3 Execution and Authentication. (a) The Series
1996-3 Class B Notes and Series 1996-3 Class C Notes shall be
executed on behalf of the Issuer by one of the Responsible
Officers of the Issuer Trustee, as certified by the Issuer
Trustee. Any such signature may be a facsimile and may be
imprinted or otherwise reproduced. Series 1996-3 Class B Notes
and Series 1996-3 Class C Notes bearing the signatures of
individuals who were at any time the Responsible Officers of the
Issuer Trustee shall bind the Issuer, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes or did not hold such offices
at the respective dates of such Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes. No Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes shall be issued hereunder except
those provided for in Section 5.3(b) hereof and any Series 1996-3
Class B Notes or Series 1996-3 Class C Notes issued in exchange
or replacement therefor pursuant to the terms of this Supplement.
No Series 1996-3 Class B Note or Series 1996-3 Class C Note shall
be secured by or entitled to any benefit under this Supplement or
the Agreement or be valid or obligatory for any purpose, unless
there appears on such Series 1996-3 Class B Note or Series 1996-3
Class C Note a certificate of authentication in the form provided
for in Section 5.2 hereof executed by the Issuer Trustee by the
manual signature of one of its Responsible Officers or any
authenticating agent thereof appointed pursuant to subparagraph
(e) below, and such certificate upon any Series 1996-3 Class B
Note or Series 1996-3 Class C Note shall be conclusive evidence,
and the only evidence, that such Series 1996-3 Class B Note or
Series 1996-3 Class C Note has been duly authenticated and
delivered hereunder.
(b) On the Closing Date, the Issuer shall authenticate
and deliver (i) Series 1996-3 Class B Notes for original issue in
an aggregate principal amount of $8,181,429 and (ii) Series 1996-
3 Class C Notes for original issue in an aggregate principal
amount of $8,181,429, each upon the written order of the Seller
signed by one of its Responsible Officers. Such order shall
specify the amount of the Series 1996-3 Class B Notes and Series
1996-3 Class C Notes to be authenticated and the date on which
the original issue of such Series 1996-3 Class B Notes and Series
1996-3 Class C Notes is to be authenticated and shall further
provide instructions concerning registration, amounts for each
Series 1996-3 Class B Noteholder and Series 1996-3 Class C
Noteholder and delivery.
(c) The aggregate principal amount of Series 1996-3
Class B Notes outstanding at any time may not exceed $8,181,429
except as provided in Section 5.5 hereof. The Series 1996-3
Class B Notes outstanding at any time shall be treated as a
single Class of Series 1996-3 Class B Notes for purposes of this
Supplement.
(d) The aggregate principal amount of Series 1996-3
Class C Notes outstanding at any time may not exceed $8,181,429,
except as provided in Section 5.5 hereof. The Series 1996-3
Class C Notes outstanding at any time shall be treated as a
single Class of Series 1996-3 Class C Notes for purposes of this
Supplement.
(e) The Issuer or the Issuer Trustee may appoint The
Chase Manhattan Bank or another authenticating agent reasonably
acceptable to the Collateral Agent to authenticate the Series
1996-3 Class B Notes and Series 1996-3 Class C Notes. Unless
limited by the terms of such appointment, an authenticating agent
may authenticate Series 1996-3 Class B Notes and Series 1996-3
Class C Notes whenever the Issuer Trustee may do so. Each
reference in this Supplement to authentication by the Issuer
Trustee includes authentication by such agent. An authenticating
agent has the same rights as any Note Registrar or agent for
service of notices and demands. The Issuer Trustee hereby
appoints The Chase Manhattan Bank, New York, New York, as its
authenticating agent for the Series 1996-3 Class B Notes and the
Series 1996-3 Class C Notes.
5.4 Registration, Transfer and Exchange of Series
1996-3 Class B Notes and Series 1996-3 Class C Notes. (a) The
Issuer Trustee shall keep or shall cause to be kept a register
(herein sometimes referred to as the "Note Register") in which
provisions shall be made for the registration of Series 1996-3
Class B Notes and Series 1996-3 Class C Notes and the
registration of transfers of such Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes. The Note Register shall be kept at
the principal corporate trust office of The Chase Manhattan Bank,
and The Chase Manhattan Bank is hereby appointed "Note Registrar"
for the purpose of registering Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes and transfers of Series 1996-3 Class
B Notes and Series 1996-3 Class C Notes as herein provided. The
Issuer Trustee shall give to any Holder of a Series 1996-3 Class
B Note or a Series 1996-3 Class C Note promptly upon request
therefor, a complete and correct copy of the names and addresses
of all registered Holders of Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes, respectively. Upon surrender for
registration of transfer of any Series 1996-3 Class B Note or
Series 1996-3 Class C Note at the principal corporate trust
office of the Note Registrar, the Issuer shall execute and
deliver or cause to be delivered at the Issuer's expense (except
as provided below) in the name of the designated transferee or
transferees, one or more new Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes of a like aggregate principal amount.
At the option of any Noteholder, its Series 1996-3 Class B Notes
or Series 1996-3 Class C Notes may be exchanged for other Series
1996-3 Class B Notes or Series 1996-3 Class C Notes of any
authorized denominations and of a like aggregate principal
amount, upon surrender of the Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes, as applicable, to be exchanged at
the principal corporate trust office of the Note Registrar.
Whenever any Series 1996-3 Class B Note or Series 1996-3 Class C
Note is so surrendered for exchange, the Issuer shall execute and
deliver the Series 1996-3 Class B Notes or the Series 1996-3
Class C Notes, which the Noteholder making the exchange is
entitled to receive. Each such new Series 1996-3 Class B Note or
Series 1996-3 Class C Note shall be dated its date of
authentication and shall be entitled to such interest (or portion
thereof) as shall have been payable on the surrendered Series
1996-3 Class B Note or Series 1996-3 Class C Note, as the case
may be. The Note Registrar may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed
in respect of any such transfer of Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes. Series 1996-3 Class B Notes and
Series 1996-3 Class C shall not be transferred in denominations
of less than $500,000 each; provided that if necessary to enable
the registration of transfer by a Holder of its entire holding of
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes, one
Series 1996-3 Class B Note or Series 1996-3 Class C Note may be
in a denomination of less than $500,000.
(b) All Series 1996-3 Class B Notes or Series 1996-3
Class C Notes issued upon any registration of transfer or
exchange of Series 1996-3 Class B Notes or Series 1996-3 Class C
Notes shall be the valid obligations of the Issuer evidencing the
same respective obligations, and entitled to the same security,
priority and benefits under this Supplement and the Agreement, as
the Series 1996-3 Class B Notes or Series 1996-3 Class C Notes
surrendered upon such registration of transfer or exchange.
Every Series 1996-3 Class B Note or Series 1996-3 Class C Note
presented or surrendered for registration of transfer or exchange
shall (if so required by the Issuer or the Note Registrar) be
duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer Trustee or the Note
Registrar duly executed by the Noteholder thereof or his attorney
duly authorized in writing, and the Issuer or the Note Registrar
may require evidence satisfactory to it as to the compliance of
any such transfer with the Securities Act. The Note Registrar
shall not be required to register the transfer of or exchange any
surrendered Series 1996-3 Class B Notes or Series 1996-3 Class C
Notes as above provided during the five day period preceding the
due date of any payment on such Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes. The Note Registrar shall not be
required to exchange or register a transfer of any Series 1996-3
Class B Note for a period of 15 days immediately preceding the
first mailing of a notice of redemption of Series 1996-3 Class B
Notes. The Note Registrar shall not be required to exchange or
register a transfer of any Series 1996-3 Class C Note for a
period of 15 days immediately preceding the first mailing of a
notice of redemption of Series 1996-3 Class C Notes. The Issuer
Trustee or the Note Registrar shall give the Seller notice of any
registration of transfer of a Series 1996-3 Class B Note or
Series 1996-3 Class C Note under this Section 5.4.
(c) Upon request, the Collateral Agent shall be
entitled at any time and from time to time to obtain from the
Issuer the name and address of each Series 1996-3 Class B
Noteholder and each Series 1996-3 Class C Noteholder, as set
forth in the Note Register maintained by the Note Registrar as
provided in Section 5.4(a) hereof, and to communicate with one or
more of such Noteholders directly. Each and every Noteholder, by
receiving and holding a Series 1996-3 Class B Note or Series
1996-3 Class C Note, agrees with the Issuer and the Issuer
Trustee that none of the Issuer, the Note Registrar, the
Collateral Agent, the Seller, the Issuer Trustee or any agent of
the Issuer Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the Noteholders in accordance with the provisions of the
immediately preceding sentence, regardless of the source from
which such information was derived, and that none of such Persons
shall be held accountable by reason of mailing any material
pursuant to a request made under the immediately preceding
sentence.
5.5 Mutilated, Destroyed, Lost or Stolen Notes.
(a) Upon notice to the Note Registrar of the mutilation,
destruction, loss or theft of any Series 1996-3 Class B Note or
Series 1996-3 Class C Note, the Issuer shall at the Issuer's own
expense, upon the written request of the affected Noteholder,
execute and deliver in replacement thereof (in the absence of
notice to the Issuer or the Note Registrar that such Series 1996-
3 Class B Note or Series 1996-3 Class C Note has been acquired by
a bona fide purchaser), a new Series 1996-3 Class B Note or
Series 1996-3 Class C Note in the same principal amount, dated
the date of such Series 1996-3 Class B Note or Series 1996-3
Class C Note and designated as issued under this Supplement. If
the Series 1996-3 Class B Note or Series 1996-3 Class C Note
being replaced has become mutilated, such Series 1996-3 Class B
Note or Series 1996-3 Class C Note shall be surrendered to the
Note Registrar and a photocopy thereof shall be furnished to the
Collateral Agent by the Note Registrar. If the Series 1996-3
Class B Note or Series 1996-3 Class C Note being replaced has
been destroyed, lost or stolen, the affected Noteholder shall
furnish to the Issuer, the Note Registrar and the Issuer Trustee
such security or indemnity as may be reasonably required by them
to hold the Issuer, the Note Registrar and the Issuer Trustee
harmless and evidence satisfactory to the Issuer Trustee of the
destruction, loss or theft of such Series 1996-3 Class B Note or
Series 1996-3 Class C Note and of the ownership thereof.
(b) Each substitute Series 1996-3 Class B Note and
Series 1996-3 Class C Note issued pursuant to the provisions of
this Section 5.5 by virtue of the fact that any Series 1996-3
Class B Note or Series 1996-3 Class C Note is apparently
destroyed, lost or stolen shall constitute an original additional
contractual obligation of the Issuer, whether or not the
apparently destroyed, lost or stolen Series 1996-3 Class B Note
or Series 1996-3 Class C Note shall be enforceable at any time by
anyone and shall be entitled to all the security and benefits of
(but shall be subject to all the limitations of rights set forth
in) this Supplement and the Agreement equally and proportionately
with any and all other Series 1996-3 Class B Notes or Series
1996-3 Class C Notes duly authenticated and delivered hereunder.
All Series 1996-3 Class B Notes and Series 1996-3 Class C Notes
shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced,
or apparently destroyed, lost or stolen Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes and shall preclude any and
all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.
5.6 Temporary Notes. Until definitive Series 1996-3
Class B Notes or Series 1996-3 Class C Notes are ready for
delivery, the Issuer Trustee, on behalf of the Issuer, shall
authenticate and deliver temporary Series 1996-3 Class B Notes
and Series 1996-3 Class C Notes. Temporary Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes shall be substantially in
the form of definitive Series 1996-3 Class B Notes and Series
1996-3 Class C Notes, respectively, but may have variations that
the Seller considers appropriate for temporary Series 1996-3
Class B Notes and Series 1996-3 Class C Notes. Without
unreasonable delay, the Issuer Trustee, on behalf of the Issuer,
shall execute and furnish definitive Series 1996-3 Class B Notes
and Series 1996-3 Class C Notes and deliver them in exchange for
temporary Series 1996-3 Class B Notes and Series 1996-3 Class C
Notes. Until such exchange, temporary Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes shall be entitled to the
same rights, benefits and privileges as definitive Series 1996-3
Class B Notes and Series 1996-3 Class C Notes.
5.7 Priority of Payments. (a) No payment or
distribution shall be made on or in respect of any Series 1996-3
Class B Notes or Series 1996-3 Class C Notes, including any
payment or distribution of cash, securities or other property,
after the commencement of a proceeding of the type referred to in
Section 9.1(d) of the Agreement, except directly to the
Collateral Agent for application as expressly provided in Section
4 hereof and Articles IV and XIII of the Agreement.
(b) In the event that Series 1996-3 Class B
Noteholders or Series 1996-3 Class C Noteholders shall receive
any payment or distribution on or in respect of any Series 1996-3
Class B Notes or Series 1996-3 Class C Notes which such
Noteholders are not entitled to receive under this Section 5.7 or
under Article IV of the Agreement, such Noteholders will hold any
amount so received in trust, in the case of Series 1996-3 Class B
Notes, for the Holders of the Class A Notes of all Series and, in
the case of Series 1996-3 Class C Notes, for the Holders of the
Class A Notes and Class B Notes of all Series and will forthwith
turn over such payment to the Collateral Agent in the form
received to be applied or held as provided in Article IV of the
Agreement.
(c) In connection with any foreclosure sale of all or
any part of the Trust Assets, Series 1996-3 Class B Noteholders
and Series 1996-3 Class C Noteholders will not "bid-in" or
purchase any part of such Trust Assets with any Series 1996-3
Class B Notes or Series 1996-3 Class C Notes unless prior to or
contemporaneously with any such purchase (i) by such Series 1996-
3 Class B Noteholders, the Class A Notes of all Series have been
or are being paid in full in Dollars and in immediately available
funds (or in such other form as shall be acceptable to the
Holders of such obligations or (ii) by such Series 1996-3 Class C
Noteholders, the Class A Notes and Class B Notes of all Series
have been or are being so paid in full.
(d) Nothing herein contained shall impair, as between
the Issuer and the Series 1996-3 Class B Noteholders and the
Issuer and the Series 1996-3 Class C Noteholders, the obligations
of the Issuer to pay such Series 1996-3 Class B Noteholders or
Series 1996-3 Class C Noteholders the amounts owing under the
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes held
by such Noteholder.
5.8 Payments from Trust Assets Only. Except as
otherwise expressly provided in the next succeeding sentence of
this Section 5.8, all payments to be made by the Issuer or the
Collateral Agent under this Supplement or the Agreement, as
applicable, shall be made only from the income and the proceeds
from the Trust Assets and, in the case of payments of interest on
Series 1996-3 Class B Notes, amounts, if any, on deposit in the
Reserve Account for the Series 1996-3 Class B Noteholders
(excluding Investment Earnings) and, with respect to the Trust
Assets, only to the extent that the Issuer shall have sufficient
income or proceeds from the Trust Assets to enable the Issuer or
the Collateral Agent, as applicable, to make payments in
accordance with the terms hereof. Each Series 1996-3 Class B
Noteholder, by its acceptance of a Series 1996-3 Class B Note,
agrees that it will look solely to the income and proceeds from
the Trust Assets, in the case of payments of interest on the
Series 1996-3 Class B Notes, and to amounts on deposit in the
Reserve Account (excluding Investment Earnings) to the extent
available for distribution to it as provided in the Agreement and
this Supplement and that the Issuer Trustee is not personally
liable to it for any amounts payable or any liability under this
Supplement or such Series 1996-3 Class B Note, except as
expressly provided herein and in the Agreement.
5.9 Method of Payment. (a) As provided in Section
4.3 of the Agreement, the Collateral Agent shall, subject to the
terms and conditions thereof, remit all amounts received by it
for distribution to the Series 1996-3 Class B Noteholders and
Series 1996-3 Class C Noteholders to the Series 1996-3 Class B
Noteholders and Series 1996-3 Class C Noteholders in immediately
available funds, such payment to be made in Dollars to the
account designated by each such Series 1996-3 Class B Noteholder
and Series 1996-3 Class C Noteholder at a bank which is a member
of the Federal Reserve System, prior to the close of business in
New York City on the due date thereof; provided, however, that
the Collateral Agent may, at its option, pay such amounts by
check mailed to the address of any Series 1996-3 Class B
Noteholder or Series 1996-3 Class C Noteholder as it appears on
the Note Register. In the event the Collateral Agent shall fail
to make any such payment as provided in the immediately foregoing
sentence after its receipt of funds at the place and prior to the
time specified in this paragraph, the Collateral Agent, in its
individual capacity and not as the Collateral Agent, agrees to
compensate the Series 1996-3 Class B Noteholders and Series 1996-
3 Class C Noteholders for loss of use of funds. In furtherance
of the payment of the amounts referred to in this paragraph, the
Issuer has assigned to the Collateral Agent certain of its right,
title and interest in, to and under the Trust Assets. Upon
payment of any such amount by the Collateral Agent to the Series
1996-3 Class B Noteholders or Series 1996-3 Class C Noteholders
on the due date thereof, interest shall no longer accrue on or in
respect of any Series 1996-3 Class B Note or Series 1996-3 Class
C Note on the amount so paid, to the extent such amount is
payable to the Series 1996-3 Class B Noteholders or Series 1996-3
Class C Noteholders in reduction of the Principal Amount of the
Series 1996-3 Class B Notes or the Series 1996-3 Class C Notes,
respectively.
(b) Prior to the due presentment for registration of
transfer of any Series 1996-3 Class B Note or Series 1996-3 Class
C Note, the Issuer, the Issuer Trustee, the Collateral Agent and
the Indenture Trustee may deem and treat the Person in whose name
any Series 1996-3 Class B Note or Series 1996-3 Class C Note is
registered on the Note Register as the absolute owner of such
Series 1996-3 Class B Note or Series 1996-3 Class C Note for the
purpose of receiving payment of all amounts payable with respect
to such Series 1996-3 Class B Note or Series 1996-3 Class C Note
and for all other purposes whether or not such Series 1996-3
Class B Note or Series 1996-3 Class C Note shall be overdue, and
none of the Issuer, the Issuer Trustee or the Collateral Agent
shall be affected by any notice to the contrary.
(c) If any sum payable under the Series 1996-3 Class B
Notes, the Series 1996-3 Class C Notes or under this Supplement
falls due on a day which is not a Business Day, then such sum
shall be payable on the next succeeding Business Day without
additional interest as a result of such extension.
5.10 Delivery. (a) The Indenture Trustee shall
deliver the duly authenticated Series 1996-3 Class A Notes in
accordance with Section 2.2(b) of the Series 0000-0 Xxxxxxxxx.
(b) On the Closing Date, the Issuer shall, pursuant to
Section 5.3(b) hereof, issue and deliver (i) Series 1996-3 Class
B Notes in an aggregate denomination equal to the Initial Series
1996-3 Class B Principal Amount and (ii) Series 1996-3 Class C
Notes in an aggregate denomination equal to the Initial Series
1996-3 Class C Principal Amount.
5.11 Interest. Interest shall accrue in respect of
the outstanding Principal Amount of the Series 1996-3 Notes as of
the first day of each Accrual Period from and including the first
day of such Accrual Period to and including the last day of such
Accrual Period at a rate of 6.24% per annum in the case of Series
1996-3 Class A Notes, 6.91% per annum in the case of Series 1996-
3 Class B Notes, and 8.66% per annum in the case of Series 1996-3
Class C Notes. In the case of Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes, the Issuer will pay interest on
overdue principal at the rate of 7.91% per annum and 9.66% per
annum, respectively; it will pay interest on overdue installments
of interest (without regard to any applicable grace periods) at
the rate of 7.91% per annum and 9.66% per annum, respectively, to
the extent lawful.
Interest accrued during each Accrual Period on the
Series 1996-3 Class A Notes and Series 1996-3 Class B Notes shall
be payable on the Distribution Date immediately following the
last day of such Accrual Period. If any interest that accrues on
the Series 1996-3 Class A Notes or Series 1996-3 Class B Notes
during an Accrual Period is not paid on the related Distribution
Date, such unpaid interest shall be payable on the immediately
following Distribution Date in accordance with Article IV of the
Agreement.
Interest accrued during each Accrual Period on the
Series 1996-3 Class C Notes shall be payable on the Distribution
Date immediately following the last day of such Accrual Period;
provided that on each Distribution Date following the occurrence
of an Event of Default and arising during the continuance of a
Restricting Event, accrued interest on the Series 1996-3 Class C
Notes shall be payable solely to the extent of Available Amounts
therefor (after giving effect to distributions of Available
Amounts on such Distribution Date in accordance with the
priorities specified in Section 4.3(e) of the Agreement). If
any interest that accrues on the Series 1996-3 Class C Notes
during an Accrual Period is not paid on the related Distribution
Date, such unpaid interest shall be payable on the immediately
following Distribution Date in accordance with Article IV of the
Agreement; provided that on each Distribution Date following the
occurrence of an Event of Default and arising during the
continuance of a Restricting Event, any such unpaid interest on
the Series 1996-3 Class C Notes shall be payable solely to the
extent of Available Amounts therefor (after giving effect to
distributions of Available Amounts on such Distribution Date in
accordance with the priorities specified in Section 4.3(e) of the
Agreement). Any accrued interest which is not paid on any
Distribution Date following the occurrence of an Event of Default
and arising during the continuance of a Restricting Event,
together with interest thereon at the Series 1996-3 Class C
Interest Rate, will be due on the Maturity Date; although such
amounts may be paid on earlier Distribution Dates as provided in
the preceding sentence.
Interest on the principal amount of the Series 1996-3
Notes will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
SECTION 6. Article V of the Agreement. Article V of
the Agreement shall read in its entirety as follows and shall be
applicable only to the Series 1996-3 Notes:
ARTICLE V
REPORTS TO
NOTEHOLDERS
Section 5.1 Noteholders' Statements. (a) Monthly
Statement. On each Distribution Date, the Indenture Trustee
shall forward to each Series 1996-3 Class A Noteholder, in
accordance with Section 3.10(a) of the Agreement, and the
Collateral Agent shall forward to each Series 1996-3 Class B and
Series 1996-3 Class C Noteholder and each Rating Agency, a
Monthly Report substantially in the form of Exhibit D to this
Supplement prepared by the Servicer and delivered to the
Indenture Trustee and the Collateral Agent 3 Business Days prior
to such Distribution Date setting forth, among other things, the
following information with respect to such Distribution Date
(which, in the case of subclauses (i), (ii) and (iii) below,
shall be stated on the basis of an original principal amount of
$1,000 per Series 1996-3 Note and, in the case of subclause (vi)
shall be stated on an aggregate basis or, to the extent specified
on Exhibit D to this Supplement, an original principal amount of
$1,000 per Series 1996-3 Note:
(i) the total amount distributed;
(ii) the amount of such distribution allocable to
principal on the Series 1996-3 Notes;
(iii) the amount of such distribution allocable to
interest on the Series 1996-3 Notes;
(iv) the amount, if any, by which the unpaid principal
amount of the Notes of each Class in the Series 1996-3
exceeds the Principal Amount of such Class as of the Record
Date with respect to such Distribution Date;
(v) the Cash Collateral Amount and the Cash Collateral
Required Amount; and
(vi) such other items as are required by Exhibit E to
the Agreement.
(b) Annual Noteholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year
1997, the Indenture Trustee shall distribute on behalf of the
Issuer, to each Person who at any time during the preceding
calendar year was a Series 1996-3 Class A Noteholder, a statement
prepared by the Servicer and delivered to the Indenture Trustee
on or before January 31 of each calendar year containing the
information required to be contained in the Monthly Report to
Series 1996-3 Noteholders, as set forth in Section 5.1(a)(i),
(ii), (iii) and (iv) above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a
Series 1996-3 Class A Noteholder, together with such other
customary information (consistent with the treatment of the
Series 1996-3 Class A Notes as debt) as the Servicer deems
necessary or desirable to enable the Series 1996-3 Class A
Noteholders to prepare their tax returns consistent with the
treatment of the Series 1996-3 Class A Notes as debt instruments.
SECTION 7. Conditions Precedent to Effectiveness of
Supplement. This Supplement will become effective on the date
(the "Effective Date") on which the following conditions
precedent have been satisfied:
(a) Documents. The Issuer Trustee and the Collateral
Agent shall have received an original executed copy for the
Indenture Trustee, each Holder of a Series 1996-3 Class B
Note and each Holder of a Series 1996-3 Class C Note, each
executed and delivered in form and substance satisfactory to
the Collateral Agent and the Issuer Trustee, of (i) the
Agreement executed by a duly authorized officer of each
party thereto, (ii) this Supplement executed by a duly
authorized officer of each party hereto, (iii) a Subsequent
Purchase Agreement referencing the Additional Series
Contracts and (iv) the Note Documents for the issuance of
the Series 1996-3 Notes, each satisfying the requirements of
Section 11.1 of the Agreement. Each of the Agreement, the
Subsequent Purchase Agreement, the Note Documents, the
Series 0000-0 Xxxxxxxxx and this Supplement (collectively,
the "Series Transaction Agreements") shall have been duly
and validly executed and delivered.
(b) Notes. The Series 1996-3 Class A Notes shall have
been duly executed in accordance with Section 2.2(a) of the
Series 0000-0 Xxxxxxxxx and authenticated and delivered by
the Indenture Trustee in accordance with Section 2.2(b)(i)
of the Series 0000-0 Xxxxxxxxx. The Series 1996-3 Class B
Notes and the Series 1996-3 Class C Notes shall have been
duly executed, authenticated and delivered in accordance
with Section 5 of this Supplement.
(c) Corporate Proceedings of the Seller and Servicer.
The Collateral Agent shall have received, with a counterpart
for the Indenture Trustee, each Holder of a Series 1996-3
Class B Note and each Holder of a Series 1996-3 Class C
Note, a copy of the resolutions in form and substance
reasonably satisfactory to the Collateral Agent, of the
Board of Directors of each of the Seller and of the Servicer
authorizing the execution, delivery and performance of each
of the Series Transaction Agreements to which the Seller or
the Servicer, respectively, is a party, certified by the
Secretary or an Assistant Secretary of the Seller or the
Servicer, as the case may be, as of the date hereof, which
certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or
rescinded as of the date of such certificate.
(d) Corporate Documents. The Collateral Agent shall
have received, with a counterpart for each Initial
Purchaser, true and complete copies of the certificate of
incorporation and by-laws of the Seller and of the Servicer,
certified as of the date hereof as true, complete and
correct copies thereof by the Secretary or an Assistant
Secretary of the Seller or the Servicer, as the case may be.
(e) Good Standing Certificates. The Collateral Agent
shall have received, with as many counterparts as the
Collateral Agent shall request, copies of certificates dated
as of a recent date from the Secretary of State or other
appropriate authority of such jurisdiction, evidencing the
good standing of each subservicer appointed by the Servicer
pursuant to Section 3.1(e) of the Agreement to perform all
or a portion of the servicing functions of the Servicer in
each State and Province where the ownership, lease or
operation of property or the conduct of business requires it
to qualify as a foreign corporation, except, with respect to
any such subservicer, where the failure to so qualify would
not have a material adverse effect on the business,
operations, properties, condition (financial or otherwise)
or prospects of such subservicer.
(f) Consents, Licenses, Approvals, Etc. The
Collateral Agent shall have received, with as many
counterparts as the Collateral Agent shall request,
certificates dated the date hereof of the President, Chief
Financial Officer or any Vice President of the Seller and of
the Servicer either (i) attaching copies of all material
consents, licenses and approvals required in connection with
the execution, delivery and performance by the Seller or the
Servicer, as the case may be, of this Supplement and the
validity and enforceability against the Seller and the
Servicer of this Supplement and the Agreement, and such
consents, licenses and approvals shall be in full force and
effect or (ii) stating that no such consents, licenses or
approvals are so required.
(g) Lien Searches. The Collateral Agent shall have
received the results of a recent search by a Person
satisfactory to the Collateral Agent, of UCC and other
filings with respect to the Seller, each Financing
Originator and such other parties as it deems necessary.
(h) Legal Opinions. (x) The Collateral Agent shall
have received, (i) a legal opinion of Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, counsel to the Seller and the Servicer,
dated the date hereof, with respect to the "true sale" for
purposes of the bankruptcy code of the Additional Series
Contracts from the Financing Originator to the Seller; (ii)
a legal opinion of Xxxxxx & Xxxxxxx, PC, counsel to the
Seller, to the effect that the Issuer has a perfected first
priority security interest in the Additional Series
Contracts (iii) a legal opinion of Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP to the effect that pursuant to Section
9-302 of the Delaware UCC, and assuming that the Vendor has
a valid and perfected security interest under applicable law
in the related Equipment, no filing under Article 9 of the
Delaware UCC is required to continue the perfected status of
the security interest in any Equipment against creditors of
and transferees from the Obligors; (iv) a letter of Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Seller and
the Servicer, dated the date hereof, to the effect that the
Collateral Agent is entitled to rely on the legal opinion of
such firm, dated December 28, 1995, to the effect that a
court would not order the substantive consolidation of the
assets and liabilities of the Seller with those of Newcourt
Credit Group USA Inc. as if dated and delivered on the date
hereof; (v) a legal opinion of Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP, counsel to the Seller and the Servicer, dated
the date hereof, with respect to the tax matters set forth
in Section 6.2(b)(viii) of the Agreement, in form and
substance satisfactory to the Issuer Trustee, (vi) a legal
opinion of Pryor, Cashman, Xxxxxxx & Xxxxx, counsel to the
Issuer Trustee, dated the date hereof, (vii) a legal opinion
of Day, Xxxxx & Xxxxxx, counsel to the Collateral Agent and
Indenture Trustee, dated the date hereof, (viii) a legal
opinion of Xxxx X. Xxxxxxxxx, counsel to the Servicer, dated
the date hereof, substantially in the form set forth in
Exhibit E hereto, and (ix) a legal opinion of Xxxxxx X.
Xxxxx, counsel to Newcourt Financial USA Inc., dated the
date hereof, substantially in the form set forth in Exhibit
F hereto and (y) each of the Issuer Trustee, the Collateral
Agent and the Indenture Trustee shall have received a legal
opinion of Xxxx X. Xxxxxxxxx, counsel to the Servicer, dated
the date hereof, to the effect that the modifications to the
Agreement described in subsection 11.4 hereof shall not
adversely affect in any material respect the interests of
any of the Noteholders.
(i) Certificates. In addition to the certificates
required pursuant to Section 6.2(v) of the Agreement, the
Collateral Agent shall have received certificates of each of
the Seller and the Servicer, dated the Closing Date, of any
two of the President, any Vice President, the chief
financial officer and the Treasurer of the Seller or the
Servicer, as the case may be, stating that (i) the
representations and warranties of the Seller or the
Servicer, as the case may be, contained in the Transaction
Agreements, are true and correct on and as of the Closing
Date, (ii) the Seller or the Servicer, as the case may be,
has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied
hereunder and under such agreements at or prior to the
Closing Date, (iii) the absence of any Event of Default or
Restricting Event on the Closing Date or the occurrence of
any event that, with the passage of time, would constitute
such an event and (iv) since December 31, 1995, there has
been no material adverse change in the financial position of
the Seller or the Servicer, as the case may be, or the
Issuer or any change, or any development including a
prospective change, in or affecting the condition (financial
or otherwise), results of operations, business or prospects
of the Seller or the Servicer, as the case may be, or the
Issuer except as described therein. Any officer making such
certification may rely upon his or her knowledge as to the
proceedings pending or threatened.
(j) Series Accounts. The Collateral Agent shall have
received evidence satisfactory to it that the Collection
Account, the Reserve Account and the Cash Collateral Account
shall have been established and the Servicer shall have
deposited (x) Collections with respect to the related
Additional Series Contracts since the related Cutoff Date
into the Collection Account, (y) the Minimum Deposit into
the Reserve Account and (z) the Initial Cash Collateral
Amount into the Cash Collateral Account.
(k) Fees and Expenses. All fees and expenses to be
paid on the Closing Date shall have been received by the
appropriate Persons; provided that the Servicer shall have
received an invoice setting forth such fees and expenses in
reasonable detail.
SECTION 8. Representations and Warranties of the
Issuer Trustee, the Seller, the Servicer and the Collateral
Agent. Each of the Seller and the Servicer, jointly and
severally, the Issuer Trustee (not in its individual capacity but
solely as Issuer Trustee), as to Sections 8(a), 8(b) and 8(c)
hereof only, and the Collateral Agent, as to Sections 8(a), 8(b)
and 8(c) hereof only, represents and warrants for the benefit of
all Noteholders, and agrees in favor of all Noteholders, that:
(a) The representations and warranties of the Seller,
the Servicer, the Issuer Trustee and the Collateral Agent in the
Agreement will be true and correct as of the Closing Date.
(b) This Supplement has been duly authorized, executed
and delivered by each of the Seller, the Servicer, the Issuer
Trustee and the Collateral Agent and each such party has the
power and authority to execute and deliver this Supplement and to
carry out its terms.
(c) This Supplement constitutes the legal, valid and
binding obligation of each of the Seller, the Servicer, the
Issuer Trustee and the Collateral Agent, enforceable in
accordance with its terms against each such party.
(d) When authenticated by the Indenture Trustee in
accordance with the Series 0000-0 Xxxxxxxxx, in the case of the
Series 1996-3 Class A Notes, and delivered and paid for pursuant
to the Series 1996-3 Indenture, the Series 1996-3 Class A Notes
will be duly and validly issued and outstanding and will
constitute valid and binding obligations of the Issuer entitled
to the benefits afforded by the Agreement, this Supplement and
the Series 0000-0 Xxxxxxxxx and enforceable in accordance with
their terms.
(e) When authenticated by the Issuer in accordance
with this Supplement, in the case of the Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes, and delivered and paid for
pursuant to this Supplement, the Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes will be duly and validly issued and
outstanding and will constitute valid and binding obligations of
the Issuer entitled to the benefits afforded by the Agreement and
this Supplement and enforceable in accordance with their terms.
(f) The execution and delivery of this Supplement and
the consummation of the transactions contemplated by, and the
fulfillment of the terms of, this Supplement by the Seller and
the Servicer (with or without notice or lapse of time) will not
(A) conflict with, result in any breach of any of the terms or
provisions of, or constitute a default under, the articles of
incorporation or by-laws of the Seller or the Servicer, or any
term of any indenture, agreement, mortgage, deed of trust or
other instrument to which such party is a party or by which it is
bound, (B) result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such
indenture, agreement, mortgage, deed of trust or other
instrument, or (C) violate any law, regulation, order, writ,
judgment, injunction, decree, determination or award of any
Governmental Authority applicable to such party or any of its
properties, except any violation or default that would not have a
material adverse effect on the condition (financial or
otherwise), results of operations, business or prospects of the
Seller or the Servicer, respectively.
(g) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with
any Governmental Authority having jurisdiction over the Seller or
the Servicer or any of their respective properties is required to
be obtained by or with respect to the Seller or the Servicer in
connection with the execution and delivery of into this
Supplement, or with respect to the issuance and delivery of the
Series 1996-3 Class A Notes, Series 1996-3 Class B Notes, the
Series 1996-3 Class C Notes and the fulfillment of or the terms
hereof or thereof.
(h) There are no proceedings or investigations pending
or, to the best knowledge of the Seller or the Servicer,
threatened against the Seller or the Servicer, before any
Governmental Authority (i) asserting the invalidity of this
Supplement, the Series 1996-3 Class A Notes, the Series 1996-3
Class B Notes or the Series 1996-3 Class C Notes, (ii) seeking to
prevent the issuance of the Series 1996-3 Class A Notes, the
Series 1996-3 Class B Notes or the Series 1996-3 Class C Notes or
the consummation of any of the transactions contemplated by this
Supplement, the Series 1996-3 Class A Notes, the Series 1996-3
Class B Notes or the Series 1996-3 Class C Notes, (iii) seeking
any determination or ruling that, in the reasonable judgment of
the Seller or the Servicer, could reasonably be expected to be
adversely determined, and if adversely determined, would
materially and adversely affect the performance by either the
Seller or the Servicer of its obligations under this Supplement,
the Series 1996-3 Class A Notes, the Series 1996-3 Class B Notes
or the Series 1996-3 Class C Notes or (iv) seeking to impose
income taxes on the Issuer.
(i) Neither the Issuer nor the Seller is an
"investment company" or under the "control" of an "investment
company" within the meaning thereof as defined in the Investment
Company Act of 1940, as amended.
(j) Any taxes, fees and other governmental charges
imposed upon the Seller or the Servicer or on the assets of the
Issuer in connection with the execution, delivery and issuance by
the Seller or the Servicer of the Series Transaction Agreements
and the issuance, delivery and of the Series 1996-3 Notes by the
Issuer and which are due at or prior to the Closing Date have
been or will have been paid by the Seller at or prior to the
Closing Date.
(k) None of the Contracts in the Contract Pool is or
may become subject to a floating interest rate provision.
(l) The aggregate principal amount of Contracts which
are subject to voluntary prepayment by an Obligor does not exceed
30% of the aggregate principal amount of Contracts in the
Contract Pool.
(m) Approximately 11.16% of the ADCB of the Contracts
in the Contract Pool provide for payments by the Obligor
thereunder on a basis other than monthly payments.
(n) The modifications to the Agreement specified in
subsection 11.4 hereof are not inconsistent with the other
provisions of the Agreement and will not adversely affect in any
material respect the interests of any of the Noteholders.
(o) Each of the PBCC Contracts included in the
Contract Pool satisfy the Servicer's policies, practices and
guidelines relating to the extension of credit to End-Users and
Vendors to set forth in the Credit Guidelines.
SECTION 9. Reports by the Servicer. (a) The Servicer
shall:
(i) provide to each Series 1996-3 Class B Noteholder
and Series 1996-3 Class C Noteholder, within fifteen days
after the Issuer (or the Seller on behalf of the Issuer) is
required to file the same with the Commission, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and
regulations prescribe) which the Issuer (or the Seller or
behalf of the Issuer) may be required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange
Act;
(ii) provide to each Series 1996-3 Class B Noteholder
and Series 1996-3 Class C Noteholder, such additional
information, documents and reports with respect to
compliance by the Issuer with the conditions and covenants
of this Supplement as may be required from time to time by
such rules and regulations; and
(iii) supply to the holders of the Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes such summaries of any
information, documents and reports required to be filed by
the Issuer pursuant to clauses (i) and (ii) of this Section
9 as may be required by rules and regulations prescribed
from time to time by the Commission.
(b) Unless the Seller otherwise determines, the fiscal
year of the Issuer shall end on December 31 of such year.
(c) On each Distribution Date, the Servicer shall
provide to each Series 1996-3 Class B Noteholder and Series 1996-
3 Class C Noteholder a copy of the reports specified in Sections
3.10(a), 3.10(b), 3.11 and 3.12 of the Agreement.
SECTION 10. Covenants; Restricting Events
10.1 Covenants of the Seller. The Seller hereby
agrees that:
(a) it shall observe each and every of its respective
covenants (both affirmative and negative) contained in the
Agreement (as modified by this Supplement) and this Supplement in
all material respects;
(b) it shall not amend, supplement or otherwise modify
or terminate the Agreement or this Supplement, unless in strict
compliance with the terms thereof or hereof;
(c) it shall not change in any material respect its
current policies, practices or guidelines relating to the
extension of credit to Vendors or End Users or the terms or
provisions of the Contracts or Vendor Notes so as to adversely
affect the general quality of the Contract Pool without the prior
written consent of the Required Holders; and
(d) to the extent, if any, that the rating provided
with respect to the Series 1996-3 Notes by a Rating Agency is
conditional upon the furnishing of documents or the taking of any
other actions by the Seller, it shall furnish such documents and
take such other actions;
(e) it shall file or cause to be filed, any documents,
including, without limitation, financing statements, (i) within
30 days following the related Closing Date, required to be filed
in order to perfect the sale of the Additional Series Contracts
and Applicable Security by the Financing Originator to the Seller
pursuant to the Series 1996-3 Purchase Agreement, (ii) within 10
days following the Closing Date, required to be filed in order to
create, in favor of the Issuer Trustee on behalf of the Issuer, a
perfected first priority security interest in the Additional
Series Contracts and Applicable Security under the Agreement with
respect to which an interest may be perfected by a filing under
the UCC or the Personal Property Security Act (Ontario), and
(iii) within 10 days following the Closing Date, required to be
filed in order to assign such interest to the Collateral Agent;
which financing statements shall, in each case, be properly filed
in each office in each jurisdiction listed in the Agreement or
the Series 1996-3 Purchase Agreement, as the case may be, and
which shall be the only filings required in order to perfect the
sale of the Additional Series Contracts and Applicable Security
to the Seller under the Series 1996-3 Purchase Agreement and the
transfer of such assets to the Issuer, under the Agreement or
this Supplement, as the case may be, in the jurisdictions listed
therein; and
(f) as soon as reasonably practicable, it shall
deliver, or cause to be delivered to the Collateral Agent,
evidence reasonably satisfactory to it of each filing referred to
in the foregoing clause (e) and satisfactory evidence of the
payment of any necessary fee, tax or expense relating thereto.
10.2 Covenants of the Servicer. The Servicer hereby
covenants and agrees that:
(a) it shall observe each and every of its covenants
(both affirmative and negative) contained in the Agreement (as
modified by this Supplement) and this Supplement in all material
respects;
(b) it shall not amend, supplement or otherwise modify
or terminate the Agreement or this Supplement, unless in strict
compliance with the terms thereof or hereof;
(c) it shall give prior notice to the Collateral Agent
of the delegation of any of its servicing, collection,
enforcement or administrative duties with respect to the
Contracts;
(d) it shall not change in any material respect its
current policies, practices or guidelines relating to the
extension of credit to End Users or Vendors or the terms or
provisions of the Contracts or Vendor Notes so as to adversely
affect the general quality of the Contract Pool without the prior
written consent of the Required Holders;
(e) it shall provide to the Collateral Agent,
simultaneously with delivery to the Issuer Trustee and the
Indenture Trustee, all reports, certificates, statements and
other documents required to be delivered to the Issuer Trustee
and the Indenture Trustee pursuant to the Agreement;
(f) it shall provide at any time and from time to time
to the Collateral Agent access to documentation regarding the
Contract Pool, including the Contract Files, such access being
afforded without charge but only (i) upon reasonable request,
(ii) during normal business hours, (iii) subject to the
Servicer's normal security and confidentiality procedures and
(iv) at offices designated by the Servicer;
(g) it shall provide notice to the Collateral Agent of
the appointment of a Successor Servicer pursuant to Section 10.2
of the Agreement; and
(h) to the extent, if any, that the rating provided
with respect to the Series 1996-3 Notes by a Rating Agency is
conditioned upon the furnishing of documents or the taking of
actions by the Servicer, it shall furnish such documents and take
any such other actions.
10.3 Covenants of the Issuer Trustee. (a) The
Issuer Trustee hereby covenants and agrees that it shall provide
at any time and from time to time to the Collateral Agent access
to documentation, if any, held by it regarding the Contract Pool,
such access being afforded without charge but only (i) upon
reasonable request, (ii) during normal business hours, (iii)
subject to the Servicer's normal security and confidentiality
procedures and (iv) at offices designated by the Issuer Trustee.
(b) The Issuer Trustee hereby covenants and agrees
that except as permitted under the Agreement, it will not
directly or indirectly create, incur, assume or suffer to exist
any Lien attributable to the Issuer Trustee in its individual
capacity with respect to any of the properties or assets of the
Issuer Assets and it shall, at the Issuer's own cost and expense,
promptly take such action as may be necessary to discharge duly
any such Lien. The Issuer Trustee will cause restitution to be
made to the Trust Assets in the amount of any diminution of the
value thereof as the result of any Lien thereon attributable to
it in its individual capacity.
(c) The Issuer Trustee hereby covenants and agrees to
perform and comply with each and every covenant and agreement
made by the Issuer Trustee in the Agreement as if such covenants
and agreements were fully set forth herein.
10.4 Covenants of the Issuer. The Issuer hereby
covenants and agrees to perform and comply with each and every
covenant and agreement made by the Issuer in the Agreement as if
such covenants and agreements were fully set forth herein.
10.5 Events of Default and Restricting Events.
(a) Events of Default. If any one of the following
events shall occur:
(i) failure on the part of the Seller, the Issuer or
the Issuer Trustee to observe or perform any other covenants
or agreements of such Person set forth in this Supplement,
which failure has a material adverse effect on the Series
1996-3 Class B Noteholders or the Series 1996-3 Class C
Noteholders and which continues unremedied for a period of
60 days after written notice; or
(ii) any representation or warranty made by the Seller,
the Servicer, the Collateral Agent or the Issuer Trustee in
this Supplement shall prove to have been incorrect in any
material respect when made or when delivered, which
continues to be incorrect in any material respect for a
period of 60 days after written notice and as a result of
which the interests of the Series 1996-3 Class B Noteholders
or the Series 1996-3 Class C Noteholders are materially and
adversely affected and continue to be materially and
adversely affected for such period;
then, and in any such event, after the applicable grace period
set forth in such subparagraphs, the Required Holders, by written
notice to the Collateral Agent, may declare that an event of
default (a "Note Event of Default") under this Supplement has
occurred as of the date of such notice.
(b) A "Restricting Event" under the Agreement shall
constitute a Restricting Event under this Supplement.
10.6 Notice to Rating Agencies, etc. Promptly
following its receipt of written notice of any Event of Default,
Note Event of Default or Restricting Event, the Collateral Agent
shall send a copy thereof to each Series 1996-3 Class B
Noteholder, each Series 1996-3 Class C Noteholder and each Rating
Agency.
10.7 Remedies. (a) If an Event of Default referred to
in subparagraphs (d) or (e) of Section 9.1 of the Agreement shall
have occurred, the Holders of the Series 1996-3 Class B Notes and
Series 1996-3 Class C Notes shall have the rights set forth in
Section 9.1 of the Agreement.
(b) If any other Event of Default or Note Event of
Default shall have occurred and be continuing, then and in every
such case, each Series 1996-3 Class B Noteholder and Series 1996-
3 Class C Noteholder shall deliver a notice to the Collateral
Agent specifying whether such Series 1996-3 Class B Noteholder or
Series 1996-3 Class C Noteholder desires to declare an "Event of
Default" under the Agreement and specifying the Principal Amount
of Series 1996-3 Class B Notes or Series 1996-3 Class C Notes
held by such Series 1996-3 Class B Noteholder or Series 1996-3
Class C Noteholder.
10.8 Remedies Cumulative. Each and every right, power
and remedy given to the Series 1996-3 Class B Noteholders and the
Series 1996-3 Class C Noteholders specifically or otherwise in
this Supplement or the Agreement in addition to every other
right, power and remedy herein or therein specifically given or
now or hereafter existing at law, in equity or by statute, and
each and every right, power and remedy whether specifically
herein or therein given or otherwise existing may, subject always
to the terms and conditions hereof and thereof, be exercised from
time to time and as often and in such order as may be deemed
expedient by the Series 1996-3 Class B Noteholders and the Series
1996-3 Class C Noteholders and the exercise or the beginning of
the exercise of any power or remedy shall not be construed to be
a waiver of the right to exercise at the same time or thereafter
any other right, power or remedy. No delay or omission by the
Series 1996-3 Class B Noteholders and the Series 1996-3 Class C
Noteholders in the exercise of any right, remedy or power or in
the pursuit of any remedy shall impair any such right, power or
remedy or be construed to be a waiver of any default on the part
of the Series 1996-3 Class B Noteholders or the Series 1996-3
Class C Noteholders or to be an acquiescence therein.
10.9 Discontinuance of Proceedings. In case the
Series 1996-3 Class B Noteholders or the Series 1996-3 Class C
Noteholders shall have instituted any proceeding to enforce any
right, power or remedy under this Supplement or the Agreement by
foreclosure, entry or otherwise, and such proceedings shall have
been discontinued or abandoned for any reason or shall have been
determined adversely to the Series 1996-3 Class B Noteholders or
the Series 1996-3 Class C Noteholders, then and in every such
case the Series 1996-3 Class B Noteholders or the Series 1996-3
Class C Noteholders, as applicable, the Issuer Trustee, the
Collateral Agent and the Issuer shall, subject to any
determination in such proceedings, be restored to their former
positions and rights hereunder and thereunder with respect to the
Trust Assets, and all rights, remedies and powers of the Series
1996-3 Class B Noteholders or the Series 1996-3 Class C
Noteholders, as applicable, shall continue as if no such
proceedings had been instituted.
10.10 Right of Noteholders to Receive Payments not to
be Impaired. Anything in this Supplement to the contrary
notwithstanding, the right of any Series 1996-3 Class B
Noteholder or Series 1996-3 Class C Noteholder to receive
distributions of payments required pursuant to Section 4.1 or 4.3
hereof on the applicable Series 1996-3 Class B Notes or Series
1996-3 Class C Notes when due, or to institute suit for the
enforcement of any such payment on or after the applicable
Distribution Date, shall not be impaired or affected without the
consent of such Series 1996-3 Class B Noteholder or Series 1996-3
Class C Noteholder.
10.11 Limitation on Suits. (a) No Series 1996-3
Class B Noteholder or Series 1996-3 Class C Noteholder may pursue
any remedy with respect to this Supplement, the Agreement or the
Series 1996-3 Class B Notes or the Series 1996-3 Class C Notes,
as applicable, unless: (i) such Series 1996-3 Class B Noteholder
or Series 1996-3 Class C Noteholder gives to the Issuer written
notice stating than a Restricting Event is continuing; and (ii) a
Controlling Party agrees in writing to pursue the remedy.
(b) A Noteholder may not use this Supplement or the
Agreement to prejudice the rights of another Noteholder or to
obtain a preference or priority over another Noteholder.
10.12 Undertaking for Costs. The parties hereto agree
that, in any suit for the enforcement of any right or remedy
under this Supplement or the Agreement, a court in its discretion
may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses
made by the party litigant. The provisions of this Section 10.12
do not apply to a suit by Series 1996-3 Class B Noteholders
holding more than 10% of the aggregate unpaid Outstanding
Principal Amount of the Series 1996-3 Class B Notes or Series
1996-3 Class C Noteholders holding more than 10% of the aggregate
unpaid Outstanding Principal Amount of the Series 1996-3 Class C
Notes.
10.13 Waiver of Stay or Extension Laws. (a) The
Issuer Trustee covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
appraisement, valuation, stay, extension or redemption law
wherever enacted, now or at any time hereafter in force, in order
to prevent or hinder the enforcement of this Supplement or the
Agreement, or the absolute sale of the Trust Assets, or any part
thereof, or the possession thereof by any purchaser at any sale
under this Section 10.13 or under the Agreement; and the Issuer
Trustee for itself and all who may claim under it, so far as it
or any of them now or hereafter lawfully may, hereby waives the
benefit of all such laws. The Issuer Trustee for itself and all
who may claim under it waives, to the extent that it lawfully
may, all right to have the property in the Trust Assets
marshalled upon any foreclosure thereof, and agrees that any
court having jurisdiction to foreclose the Agreement may order
the sale of the Trust Assets as an entirety.
(b) If any law referred to in this Section 10.13 and
now in force, of which the Issuer Trustee or its successors might
take advantage despite this Section 10.13, shall hereafter be
repealed or cease to be in force, such law shall not thereafter
be deemed to constitute any part of the contract herein contained
or to preclude the application of this Section 10.13.
SECTION 11. Pooling Agreement.
11.1 Pooling Agreement. (a) In order to secure the
due and punctual payment of the obligations of the Issuer, the
Issuer Trustee, among others, has entered into the Agreement to
create the Liens created therein and for related matters. Each
Series 1996-3 Class B Noteholder and Series 1996-3 Class C
Noteholder hereby appoints the Collateral Agent as its agent and
the Collateral Agent hereby accepts such appointment. The Issuer
Trustee, the Issuer and the Collateral Agent hereby agree that
the Collateral Agent holds a security interest in the Trust
Assets for the benefit of the Series 1996-3 Class B Noteholders,
the Series 1996-3 Class C Noteholders and the other Secured
Parties pursuant to the terms of the Agreement.
(b) Each Series 1996-3 Class B Noteholder and Series
1996-3 Class C Noteholder, by accepting a Series 1996-3 Class B
Note or Series 1996-3 Class C Note, agrees to all of the terms
and provisions of the Agreement as the same may be amended from
time to time pursuant to the provisions thereof.
(c) As more fully set forth in the Agreement, the
Series 1996-3 Class B Noteholders have rights in and to the Trust
Assets which are as provided therein senior to the rights of the
holders of the Series 1996-3 Class C Notes, but junior to the
rights of the holders of the Series 1996-3 Class A Notes.
(d) As amongst the Class B Noteholders of all Series,
the Trust Assets as now or hereafter constituted shall be held
for the equal and ratable benefit of such Class B Noteholders
without preference, priority or distinction of any thereof over
any other by reason of difference in time of issuance, sale or
otherwise, as security for the Class B Notes.
(e) As amongst the Class C Noteholders of all Series,
the Trust Assets as now or hereafter constituted shall be held
for the equal and ratable benefit of such Class C Noteholders
without preference, priority or distinction of any thereof over
any other by reason of difference in time of issuance, sale or
otherwise, as security for the Class C Notes.
11.2 Release Upon Termination of the Issuer Trustee's
Obligations. (a) In the event that this Supplement shall be
satisfied and discharged in accordance with Article XIII of the
Agreement, the Series 1996-3 Class B Noteholders and the Series
1996-3 Class C Noteholders shall deliver to the Collateral Agent
a notice stating that each of the Series 1996-3 Class B
Noteholders and Series 1996-3 Class C Noteholders, respectively,
disclaims and gives up any and all rights it has in or to the
Trust Assets and any rights it has under the Agreement and, upon
and after the receipt by the Collateral Agent of such notice, the
Collateral Agent shall not be deemed to hold its security
interest in the Trust Assets on behalf of the Series 1996-3 Class
B Noteholders or Series 1996-3 Class C Noteholders, as
applicable.
(b) Any release of the Trust Assets made strictly in
compliance with the provisions of this Section 11.2 shall not be
deemed to impair the Liens securing the Series 1996-3 Class B
Notes and Series 1996-3 Class C Notes.
11.3 Collateral Agent's Duties. The Collateral Agent,
acting in its capacity as such, shall have only such duties with
respect to the Trust Assets as are set forth in the Agreement and
this Supplement.
11.4 Modification of Article I. Clause (w) of the
definition of Eligible Contract in Section 1.1 of the Agreement
is hereby amended to read in its entirety as follows:
"(w) if such Contract is a Vendor Note, such Vendor Note is
secured by an Eligible Secondary Contract;".
11.5 Modification of Article III. (a) On or prior to
the Closing Date, the Servicer shall cause to be established and
maintained in the name of the Collateral Agent on behalf of the
Secured Parties, with a Qualified Institution designated by the
Servicer, a segregated trust account within the corporate trust
department of such Qualified Institution (the "Cash Collateral
Account"), bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the
Secured Parties. The Collateral Agent shall possess all right,
title and interest in all funds on deposit from time to time in
the Cash Collateral Account and in all proceeds thereof. On the
Closing Date, the Servicer will deposit or cause to be deposited
the Initial Cash Collateral Amount in the Cash Collateral
Account.
(b) Each of Triad and Inter-Tel is obligated to
deliver to the Servicer its respective Required Payment on the
related Remittance Date. The Servicer shall deposit each
Required Payment received from Triad or Inter-Tel into the
Collection Account, in each case, within two Business Days of the
date of processing thereof. On each Determination Date, the
Servicer shall calculate the Cash Collateral Required Amount for
the Collection Period during which such Determination Date
occurs.
(c) Upon the occurrence of (i) an Insolvency Event
with respect to either Triad or Inter-Tel, (ii) the failure by
either Triad or Inter-Tel to deliver a Required Payment to the
Servicer on the applicable Remittance Date or (iii) except as set
forth in the last sentence of this paragraph, any event of
default by Triad under the Loan Agreement or by Inter-Tel under
the Letter Agreement (each of such events, a "Cash Collateral
Draw Event"), the Collateral Agent shall withdraw from the Cash
Collateral Account and deposit into the Collection Account an
amount, as identified by the Servicer in an Officer's
Certificate, equal to the product of (a) the amount on deposit in
the Cash Collateral Account at the time of the occurrence of the
Cash Collateral Draw Event and (b) a fraction, the numerator of
which is (x) if the Cash Collateral Draw Event occurred in
respect of Triad, the ADCB of the Triad Contracts at such time or
(y) if the Cash Collateral Draw Event occurred in respect of
Inter-Tel, the ADCB of the Inter-Tel Contracts at such time, and
the denominator of which is the sum of the ADCB of the Triad
Contracts and the ADCB of the Inter-Tel Contracts at such time.
It is expressly understood and agreed by the parties hereto that
neither the Servicer, the Seller nor any other party hereto shall
have the obligation to replenish the Cash Collateral Account
following any such withdrawal. Promptly following the occurrence
of a Cash Collateral Draw Event, the Servicer shall exercise its
rights under the Loan Agreement or Letter Agreement to terminate
the right of Triad or Inter-Tel, as appropriate, to collect
payments from the related End-Users and shall cause all End-Users
under the affected Contracts to make all payments directly to the
Servicer. The Servicer shall service such contracts in
accordance with the Agreement. It is expressly understood and
agreed by the parties hereto that a default by an End-User under
a Triad Contract or an Inter-Tel Contract shall not constitute a
Cash Collateral Draw Event and shall not require the Servicer to
terminate the authority of Triad or Inter-Tel to collect directly
from such End-User, if the Servicer determines, in its sole
discretion, that Triad or Inter-Tel, as applicable, shall be in
the best position to collect on such Contract.
(d) On each Distribution Date, the Collateral Agent
shall release to the Servicer all amounts on deposit in the Cash
Collateral Account in excess of the Cash Collateral Required
Amount for the Collection Period immediately preceding the
Collection Period in which such Distribution Date occurs. If,
however, the scheduled payments under any of the Triad Contracts
or Inter-Tel Contracts are, as a result of actions taken by the
Servicer, increased and, as a result thereof, the amounts then on
deposit in the Cash Collateral Account are less than the Cash
Collateral Required Amount (after giving effect to such increased
payments), the Servicer shall on the immediately following
Distribution Date deposit the amount of such insufficiency into
the Cash Collateral Account.
(e) On any Determination Date, the Servicer will have
the right, upon 30 days' prior written notice to the Collateral
Agent and the Rating Agency, to substitute for the Cash
Collateral Account a Letter of Credit; provided such substitution
does not have a Ratings Effect. Upon issuance of a Letter of
Credit to the Collateral Agent, all amounts on deposit in the
Cash Collateral Account shall be released to the Servicer.
(f) In connection with the delivery of a Letter of
Credit in substitution for the Cash Collateral Account as
provided above, the Agreement may be amended from time to time to
incorporate the terms and conditions of such Letter of Credit
(and any reimbursement of drawings thereunder) in accordance with
subsection 14.1(a)(ii) of the Agreement.
SECTION 12. Amendment and Waiver.
12.1 Requirements. (a) No amendment or waiver of any
of the provisions of Section 7 and 8 hereof, or any defined term
(as it is used therein), will be effective as to any Series 1996-
3 Class B Noteholder or Series 1996-3 Class C Noteholder unless
consented to by such Noteholder in writing, and (b) no such
amendment or waiver may, without the written consent of the
Holder of each Series 1996-3 Class B Note or Series 1996-3 Class
C Note at the time outstanding affected thereby, (i) subject to
the provisions of Section 10 relating to acceleration or
rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest on the Series 1996-3
Class B Notes or Series 1996-3 Class C Notes, (ii) change the
percentage of the principal amount of the Series 1996-3 Class B
Notes or Series 1996-3 Class C Notes, the Holders of which are
required to consent to any such amendment or waiver, or (iii)
amend any of Sections 10.5, 10.7 or 12. Notwithstanding anything
in this Section 12 to the contrary, no amendment may be made to
this Supplement without satisfaction of the Rating Agency
Condition.
12.2 Solicitation of Holders of Notes. (a)
Solicitation. The Servicer will provide each Holder of the
Series 1996-3 Class B Notes and Series 1996-3 Class C Notes
(irrespective of the amount of Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision
is required, to enable such Holder to make an informed and
considered decision with respect to any proposed amendment,
waiver or consent in respect of any of the provisions hereof or
of the Series 1996-3 Class B Notes or Series 1996-3 Class C
Notes, as applicable. The Servicer will deliver executed or true
and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 12 to each Holder of
outstanding Series 1996-3 Class B Notes or Series 1996-3 Class C
Notes, as applicable, promptly following the date on which it is
executed and delivered by, or receives the consent or approval
of, the requisite Holders of Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes.
(b) Payment. The Issuer Trustee will not directly or
indirectly pay or cause to be paid any remuneration, whether by
way of supplemental or additional interest, fee or otherwise, or
grant any security, to any Holder of Series 1996-3 Class B Notes
or Series 1996-3 Class C Notes as consideration for or as an
inducement to the entering into by any Holder of Series 1996-3
Class B Notes or Series 1996-3 Class C Notes or any waiver or
amendment of any of the terms and provisions hereof or of the
Series 1996-3 Class B Notes or Series 1996-3 Class C Notes unless
such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each Holder
of Series 1996-3 Class B Notes or Series 1996-3 Class C Notes
then outstanding whether or not such Holder consented to such
waiver or amendment.
12.3 Binding Effect. Any amendment or waiver
consented to as provided in this Section 12 applies equally to
all Holders of Series 1996-3 Class B Notes and Series 1996-3
Class C Notes and is binding upon them and upon each future
Holder of any Series 1996-3 Class B Note or Series 1996-3 Class C
Note and upon the Issuer Trustee without regard to whether such
Series 1996-3 Class B Note or Series 1996-3 Class C Note has been
marked to indicate such amendment or waiver. No such amendment
or waiver will extend to or affect any obligation, covenant,
agreement, Note Event of Default or Event of Default not
expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Issuer Trustee and the
Holder of any Series 1996-3 Class B Note or Series 1996-3 Class C
Note nor any delay in exercising any rights hereunder or under
any Series 1996-3 Class B Note or Series 1996-3 Class C Note
shall operate as a waiver of any rights of any Holder of such
Series 1996-3 Class B Note or Series 1996-3 Class C Note.
12.4 Notes Held by Issuer Trustee, etc. Solely for
the purpose of determining whether the Holders of the requisite
percentage of the aggregate principal amount of Series 1996-3
Class B Notes or Series 1996-3 Class C Notes then outstanding
approved or consented to any amendment, waiver or consent to be
given under this Supplement or the Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes, or have directed the taking of any
action provided herein or in the Series 1996-3 Class B Notes or
Series 1996-3 Class C Notes to be taken upon the direction of the
Holders of a specified percentage of the aggregate principal
amount of Series 1996-3 Class B Notes or Series 1996-3 Class C
Notes then outstanding, the Series 1996-3 Class B Notes or Series
1996-3 Class C Notes directly or indirectly owned by the Issuer
Trustee, the Servicer or any of its Affiliates shall be deemed
not to be outstanding; provided that, for the proposes of this
Section 12.4, the Issuer Trustee, acting in its individual
capacity, shall not be deemed an Affiliate of the Seller.
SECTION 13. Miscellaneous
13.1 Obligations Unaffected. The obligations of the
Seller and the Servicer to the Collateral Agent, the Issuer
Trustee and the Purchasers under this Supplement shall not be
affected by reason of any invalidity, illegality or irregularity
of any of the Contracts, Vendor Notes or the related Equipment or
Applicable Security or any sale of any of the foregoing.
13.2 Successors and Assigns. (a) This Supplement
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that
the Seller may not assign or transfer any of its rights under
this Supplement without the prior written consent of the Initial
Purchasers.
(b) Notwithstanding anything contained in this
Supplement to the contrary, unless an Opinion of Counsel is
delivered that the Series 1996-3 Class B Notes and the Series
1996-3 Class C Notes will be treated as debt for federal income
tax purposes, the Series 1996-3 Class B Notes and the Series
1996-3 Class C Notes may only be held by U.S. Persons.
13.3 Obligation to Make Payments in Dollars. All
payments made by or on behalf of the Issuer under this
Supplement, the Series 1996-3 Class B Notes or the Series 1996-3
Class C Notes shall be in Dollars and the obligations of the
Issuer to make payments in Dollars of any of its obligations
under this Supplement, the Series 1996-3 Class B Notes or the
Series 1996-3 Class C Notes shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment, which is
expressed in or converted into any currency other than Dollars,
except to the extent such tender or recovery shall result in the
actual receipt by the Holder of any Series 1996-3 Class B Note or
Series 1996-3 Class C Note of the full amount of Dollars
expressed to be payable in respect of any such obligations. The
obligation of the Issuer to make payments in Dollars as aforesaid
shall be enforceable as an alternative or additional cause of
action for the purpose of recovery in Dollars of the amount, if
any, by which such actual receipt shall fall short of the full
amount of Dollars expressed to be payable in respect of any such
obligations, and shall not be affected by judgment being obtained
for any other sums due under this Supplement, the Series 1996-3
Class B Notes or Series 1996-3 Class C Notes.
13.4 Repurchase by Seller. Upon any repurchase of the
Series 1996-3 Notes by the Seller pursuant to the Agreement, the
Seller shall pay, in addition to the amounts set forth in the
Agreement, any accrued and unpaid costs hereunder.
13.5 Final Distribution. Written notice of any
termination, specifying the Distribution Date upon which the
Series 1996-3 Noteholders may surrender their Series 1996-3 Notes
for payment of the final distribution and cancellation shall be
given by the Collateral Agent to the Issuer Trustee, the
Indenture Trustee and the Series 1996-3 Noteholders, at the
written request of the Servicer, not later than the 60th day
immediately preceding the Distribution Date on which final
payment of the Series 1996-3 Notes shall be made.
13.6 Ratification of Agreement. As supplemented by
this Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Supplement
shall be read, taken and construed as one and the same
instrument.
13.7 No Representations or Warranties as to Documents.
None of the Issuer Trustee, the Collateral Agent or the Indenture
Trustee in its individual capacity makes or shall be deemed to
have made representations or warranties hereunder, including any
representation or warranty as to the validity, legality or
enforceability of this Supplement, the Agreement, the Series
1996-3 Class B Notes or the Series 1996-3 Class C Notes or as to
the correctness of any statement contained in any thereof, except
for the representations and warranties of the Issuer Trustee, the
Collateral Agent or the Indenture Trustee, made in their
respective individual capacities, under any document to which
such party is a party. The Series 1996-3 Class B Noteholders and
the Series 1996-3 Class C Noteholders make no representation or
warranty hereunder whatsoever.
13.8 Counterparts. This Supplement may be executed in
any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
13.9 GOVERNING LAW. THIS SUPPLEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PROVISIONS THEREOF GOVERNING CONFLICTS OF LAW, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
13.10 The Trustee. The Issuer Trustee not shall be
responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplement or for or in respect
of the recitals contained herein, all of which recitals are made
solely by the Seller.
13.11 Instructions in Writing. All instructions given
by the Servicer to the Indenture Trustee or Issuer Trustee
pursuant to this Supplement shall be in writing, and may be
included in a certificate delivered pursuant to Section 3.4(b) of
the Agreement.
IN WITNESS WHEREOF, the parties have caused this Series
1996-3 Supplement to be duly executed by their respective
officers as of the day and year first above written.
NEWCOURT RECEIVABLES
CORPORATION, as Seller
By: /s/ Xxxxxx X Xxxxxxxx
_______________________________
Title: Vice President and Chief
Financial Officer
By: /s/ X. Xxxxxxxx Martitsch
_______________________________
Title: Assistant Secretary
NEWCOURT CREDIT GROUP INC.,
as Servicer
By: /s/ Xxxxxx X. Xxxxxxxx
_______________________________
Title: Senior Vice President & Treasurer
By: /s/ Geoff Ichii
________________________________
Title: Vice President & Director
Capital Markets
CHASE MANHATTAN BANK DELAWARE,
as Issuer Trustee
By: /s/ Xxxx X. Xxxxxx
________________________________
Title: Senior Trust Officer
FLEET NATIONAL BANK,
as Collateral Agent
By: /s/ Xxxxx X. Xxxxxx
_______________________________
Title: Vice President
SCHEDULE 1
to
SERIES 1996-3 SUPPLEMENT
INITIAL PURCHASERS' COMMITMENTS
Series 1996-3 Series 1996-3
Initial Class B Class C Total
Purchaser Commitment Commitment Commitment
First Union Capital $8,099,615 $5,454,286 $13,553,901
Markets Corp.
Newcourt Receivables $81,814 $2,727,143 $2,808,957
Corporation
SCHEDULE 2
to
SERIES 1996-3 SUPPLEMENT
LIST OF ADDITIONAL SERIES CONTRACTS
[see Schedule 1 of Purchase Agreement]
SCHEDULE 3
to
SERIES 1996-3 SUPPLEMENT
LIST OF INSTRUMENTS
[see Schedule 2 of Purchase Agreement]
SCHEDULE 4
to
SERIES 1996-3 SUPPLEMENT
LIST OF PBCC CONTRACTS
[see Schedule 3 of Purchase Agreement]
EXHIBIT A
to
SERIES 1996-3 SUPPLEMENT
FORM OF SERIES 1996-3 CLASS B NOTE
REGISTERED $__________
No. ____
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. ____________
THIS SERIES 1996-3 CLASS B NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SERIES 1996-3
CLASS B NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS SERIES 1996-3 CLASS B NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SERIES 1996-3 CLASS B NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH NEWCOURT RECEIVABLES CORPORATION (THE "SELLER") OR ANY
AFFILIATE OF THE SELLER WAS THE OWNER OF THIS SERIES 1996-3 CLASS
B NOTE (OR ANY PREDECESSOR OF SUCH SERIES 1996-3 CLASS B NOTE),
ONLY (A) TO THE SELLER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE SERIES 1996-3 CLASS B NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL INVESTOR ACQUIRING THIS SERIES 1996-3 CLASS B NOTE
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SERIES 1996-3 CLASS B NOTES OF $500,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
SELLER'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
THE SELLER, AND IN THE CASE OF THE FOREGOING CLAUSE (D), A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS SERIES 1996-3 CLASS B NOTE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE SELLER. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
THE HOLDER OF THIS SERIES 1996-3 CLASS B NOTE BY ITS
ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRADE, ASSIGN OR
OTHERWISE DISPOSE OF THIS SERIES 1996-3 CLASS B NOTE (OR ANY
INTEREST HEREIN) OR CAUSE THIS SERIES 1996-3 CLASS B NOTE (OR ANY
INTEREST HEREIN) TO BE MARKETED ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY
OR SELL QUOTATIONS.
EACH PURCHASER FURTHER REPRESENTS AND WARRANTS THAT SUCH
PURCHASER IS NOT AND WILL NOT BECOME A PARTNERSHIP, SUBCHAPTER S
CORPORATION OR GRANTOR TRUST FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES OR, IF IT IS OR BECOMES SUCH AN ENTITY, LESS THAN 50
PERCENT OF THE AGGREGATE VALUE OF THE ASSETS OF SUCH ENTITY ARE
ATTRIBUTABLE TO INTERESTS IN THE TRUST.
THIS SERIES 1996-3 CLASS B MAY NOT BE ACQUIRED, SOLD, TRADED
OR TRANSFERRED BY A PERSON WHO IS NOT EITHER (A)(I) A CITIZEN OR
RESIDENT OF THE UNITED STATES, (II) A CORPORATION, PARTNERSHIP OR
OTHER ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES
OR ANY POLITICAL SUBDIVISION THEREOF OR (III) A PERSON NOT
DESCRIBED IN (I) OR (II) WHOSE OWNERSHIP OF THE SERIES 1996-3
CLASS B NOTES IS EFFECTIVELY CONNECTED WITH SUCH PERSON'S CONDUCT
OF A TRADE OR BUSINESS WITHIN THE UNITED STATES (WITHIN THE
MEANING OF THE CODE) AND ITS OWNERSHIP OF ANY INTEREST IN A
SERIES 1996-3 CLASS B NOTE WILL NOT RESULT IN ANY WITHHOLDING
OBLIGATION WITH RESPECT TO ANY PAYMENTS WITH RESPECT TO THE
SERIES 1996-3 CLASS B NOTES BY ANY PERSON (OTHER THAN
WITHHOLDING, IF ANY, UNDER SECTION 1446 OF THE CODE) OR (B) AN
ESTATE OR TRUST THE INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THIS SERIES 1996-3 CLASS B NOTE WILL NOT BE ACCEPTED FOR
REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
SATISFACTORY TO THE ISSUER TRUSTEE AND SUCH OTHER APPROPRIATE
PARTY THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES
1996-3 CLASS B NOTE MEMORANDUM, NOTE PURCHASE AGREEMENT AND OTHER
RELATED DOCUMENTS HAVE BEEN COMPLIED WITH. THIS SERIES 1996-3
CLASS B NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
SELLER AND THE SERVICER AND UNLESS AND UNTIL THE ISSUER TRUSTEE
SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED.
NEWCOURT RECEIVABLES ASSET TRUST
SERIES 1996-3 CLASS B ___% ASSET BACKED NOTE
Newcourt Receivables Asset Trust, a business trust
organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby
promises to pay to _______________, or registered assigns, the
principal sum of $__________, payable on each Distribution Date
in the amounts and to the extent described in the Pooling
Agreement and the Supplement; provided, however, that the entire
unpaid principal amount of this Series 1996-3 Class B Note shall
be due and payable on the earlier of the Maturity Date of ______
__, 2004 and the date fixed for redemption, if any, pursuant to
Section 13.2 of the Pooling Agreement or Section 4.2(a) of the
Supplement. The Issuer will pay interest on this Series 1996-3
Class B Note on each Distribution Date in the amounts and to the
extent described in the Pooling Agreement and the Supplement.
The Issuer will pay interest on overdue principal at the rate of
___% per annum; it will pay interest on overdue installments of
interest (without regard to any applicable grace periods) at the
rate of ___% per annum to the extent lawful. "Distribution Date"
means the twentieth day of each calendar month or, if such
twentieth day is not a Business Day, the next succeeding Business
Day, commencing December 20, 1996.
The principal of and interest on this Series 1996-3
Class B Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the
Trust with respect to this Series 1996-3 Class B Note shall be
applied first to interest due and payable on this Series 1996-3
Class B Note as provided above and then to the unpaid principal
of this Series 1996-3 Class B Note.
Reference is made to the further provisions of this
Series 1996-3 Class B Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face
of this Series 1996-3 Class B Note.
Unless the certificate of authentication hereon has
been executed by the Issuer whose name appears below by manual
signature, this Series 1996-3 Class B Note shall not be entitled
to any benefit under the Pooling Agreement or the Supplement
referred to on the reverse hereof, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Issuer Trustee, acting on the
Issuer's behalf, has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer.
Dated: _______ __, ____ NEWCOURT RECEIVABLES ASSET TRUST
By: Chase Manhattan Bank Delaware,
not in its individual capacity but
solely as Issuer Trustee
By: ________________________
Name:
Title:
ISSUER'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-3 Class B Notes
designated above and referred to in the within-mentioned
Supplement.
CHASE MANHATTAN BANK DELAWARE, CHASE MANHATTAN BANK
as Issuer Trustee DELAWARE, as Issuer Trustee
By: The Chase Manhattan Bank,
OR as Authenticating Agent
By: _________________________ By: __________________________
Authorized Signatory Authorized Signatory
REVERSE OF NOTE
This Series 1996-3 Class B Note is one of a duly
authorized issue of Notes of the Issuer, designated as its Series
1996-3 Class B ___% Asset Backed Notes (the "Series 1996-3 Class
B Notes"), issued under the Series 1996-3 Supplement dated as of
December 12, 1996 to the Pooling Agreement (as hereinafter
defined) (such supplement, as supplemented or amended, the
"Supplement"), among Newcourt Receivables Corporation, as Seller
(the "Seller"), Newcourt Credit Group Inc., as Servicer (the
"Servicer"), Fleet National Bank of Connecticut, as Collateral
Agent (the "Collateral Agent"), Chase Manhattan Bank Delaware
(formerly known as Chemical Bank Delaware), as Issuer Trustee
(the "Issuer Trustee") and Fleet National Bank of Connecticut, as
Indenture Trustee (the "Indenture Trustee"), to which all
supplements thereto and the Pooling Agreement reference is hereby
made for a statement of the respective rights and obligations
thereunder of the Issuer, the Issuer Trustee, the Seller, the
Collateral Agent, the Servicer, the Indenture Trustee and the
Holders of the Series 1996-3 Class B Notes. The Series 1996-3
Class B Notes are governed by and subject to all terms of the
Pooling Agreement and the Supplement (which respective terms are
incorporated herein and made a part hereof). All terms used in
this Series 1996-3 Class B Note and not otherwise defined herein
shall have the meanings assigned to them in or pursuant to the
Pooling Agreement or the Supplement, as the case may be, as so
supplemented or amended.
Two additional Classes of Notes of the Issuer, the
Series 1996-3 Class A ___% Asset Backed Notes (the "Series 1996-3
Class A Notes") and the Series 1996-3 Class C ___% Asset Backed
Notes (the "Series 1996-3 Class C Notes" and together with the
Series 1996-3 Class A Notes and the Series 1996-3 Class B Notes,
the "Series 1996-3 Notes") are being issued, in the case of the
Series 1996-3 Class A Notes, pursuant to the Series 1996-3 Class
A Trust Indenture dated as of December 12, 1996, between the
Issuer, the Seller, the Collateral Agent and the Indenture
Trustee, and, in the case of the Series 1996-3 Class C Notes,
pursuant to the Supplement. The Series 1996-3 Class B Notes
shall be (i) subordinated and rank junior in right of payment to
the Class A Notes of all Series (including the Series 1996-3
Class A Notes) and (ii) senior in right of payment to the Class C
Notes of all Series (including the Series 1996-3 Class C Notes)
and all other subordinated indebtedness of the Issuer which is
subordinated to the Series 1996-3 Class B Notes.
The Series 1996-3 Class B Notes are and will be equally
and ratably secured by the Trust Assets pledged as security
therefor as provided in the Pooling, Collateral Agency and
Servicing Agreement, dated as of April 15, 1996, among the
Seller, the Servicer, the Collateral Agent and the Issuer Trustee
(as supplemented or amended, the "Pooling Agreement").
Notwithstanding anything contrary herein, the entire
unpaid principal amount of this Series 1996-3 Class B Note shall
be due and payable on the date on which an Event of Default shall
have occurred and be continuing and, if required by the Pooling
Agreement or the Supplement, the Collateral Agent or the Required
Percentage of Holders of the Series 1996-3 Class B Notes shall
have declared the Series 1996-3 Class B Notes to be immediately
due and payable in the manner provided in Section 9.1 of the
Pooling Agreement and Section 10.7 of the Supplement. All
principal payments on the Series 1996-3 Class B Notes shall be
made pro rata to the Series 1996-3 Class B Noteholders entitled
thereto.
Payments of interest on this Series 1996-3 Class B Note
on each Distribution Date, together with the installment of
principal, if any, to the extent not in full payment of this
Series 1996-3 Class B Note, shall be made in accordance with
Section 5.11 of the Supplement to the Series 1996-3 Class B
Noteholder. Any reduction in the principal amount of this Series
1996-3 Class B Note effected by any payments made on any
Distribution Date shall be binding upon all future Holders of
this Series 1996-3 Class B Note and of any Series 1996-3 Class B
Note issued upon the registration of the transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the
Supplement, for payment in full of the then remaining unpaid
principal amount of this Series 1996-3 Class B Note on a
Distribution Date, then the Collateral Agent will notify the
Series 1996-3 Class B Noteholder by notice mailed not later than
the fifth day of the month (subject to at least four Business
Days' prior notice from the Servicer to the Collateral Agent) of
such final distribution and the amount then due and payable shall
be payable only upon presentation and surrender of this Series
1996-3 Class B Note at the office or offices designated in such
notice.
The Holder of this Series 1996-3 Class B Note, by its
acceptance of this Series 1996-3 Class B Note, agrees that it
will look solely to the income and proceeds from the Trust Assets
and, in the case of payments of interest on this Series 1996-3
Class B Note, to amounts on deposit in the Reserve Account
(excluding Investment Earnings) to the extent available for
distribution to it as provided in the Pooling Agreement and the
Supplement and that the Issuer Trustee is not or shall not be
personally liable to it for any amounts payable or any liability
under the Supplement or this Series 1996-3 Class B Note, except
as expressly provided in the Supplement and in the Pooling
Agreement.
The Holder of this Series 1996-3 Class B Note, by
acceptance of this Series 1996-3 Class B Note, covenants and
agrees that it will not, until one year and one day after the
final payment on all Notes, institute against, or join any other
Person in instituting against, the Seller or the Issuer any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the
laws of the United States or any state of the United States.
Prior to the due presentment for registration of
transfer of this Series 1996-3 Class B Note, the Issuer, the
Issuer Trustee, the Collateral Agent and the Indenture Trustee
may deem and treat the Person in whose name this Series 1996-3
Class B Note is registered as the absolute owner thereof for the
purposes of receiving payment of all amounts payable with respect
to this Series 1996-3 Class B Note and for all other purposes,
whether or not this Series 1996-3 Class B Note be overdue, and
none of the Issuer, the Issuer Trustee, the Collateral Agent or
the Indenture Trustee shall be affected by notice to the
contrary.
The Supplement and the Series 1996-3 Class B Notes may
be amended, and the observance of any term of the Supplement or
of the Series 1996-3 Class B Notes may be waived (either
retroactively or prospectively) with (and only with) the written
consent of the Holders of Series 1996-3 Class A Notes, the Rating
Agency and the Required Holders, except that (a) no amendment or
waiver of any of the provisions of Section 7 and 8 of the
Supplement, or any defined term (as it is used therein), will be
effective as to any Series 1996-3 Class B Noteholder unless
consented to by such Noteholder in writing, and (b) no such
amendment or waiver may, without the written consent of the
Holder of each Series 1996-3 Class B Note at the time outstanding
affected thereby, (i) subject to the provisions of the Supplement
relating to acceleration or rescission, change the amount or time
of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of
interest on the Series 1996-3 Class B Notes, (ii) change the
percentage of the principal amount of the Series 1996-3 Class B
Notes, the Holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of Sections 10.5, 10.7 or
12 of the Supplement. Notwithstanding anything therein to the
contrary, no amendment may be made to the Supplement without
satisfaction of the Rating Agency Condition.
The Pooling Agreement may be amended from time to time
by the Servicer, the Seller, the Issuer Trustee and the
Collateral Agent, without the consent of any of the Series 1996-3
Class B Noteholders, (i) to cure any ambiguity, to revise any
exhibits or Schedules, to correct or supplement any provisions
therein or thereon or (ii) to add any other provisions with
respect to matters or questions raised under the Pooling
Agreement which shall not be inconsistent with the provisions of
the Pooling Agreement; provided, however, that such action shall
not adversely affect in any material respect the interests of any
of the Noteholders.
The term "Issuer Trustee" as used in this Series 1996-3
Class B Note includes any successor to the Issuer Trustee under
the Pooling Agreement.
The Series 1996-3 Class B Notes are issuable only in
registered form without coupons in denominations as provided in
the Supplement, subject to certain limitations therein set forth.
No reference herein to the Pooling Agreement or the
Supplement and no provision of this Series 1996-3 Class B Note or
of the Pooling Agreement or the Supplement shall alter or impair
the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this
Series 1996-3 Class B Note at the time, place and rate, and in
the coin or currency herein prescribed.
None of the Issuer Trustee, the Collateral Agent or the
Indenture Trustee in its individual capacity makes or shall be
deemed to have made any representation or warranty as to the
validity, legality or enforceability of the Pooling Agreement,
the Supplement or the Series 1996-3 Class B Notes or as to the
correctness of any statement contained in any thereof, except for
the representations and warranties of the Issuer Trustee, the
Collateral Agent or the Indenture Trustee, made in their
respective individual capacities, under any document to which
such party is a party. The Series 1996-3 Class B Noteholders and
the Seller make no representation or warranty hereunder
whatsoever.
This Series 1996-3 Class B Note shall be governed by
and construed in accordance with the internal laws of the State
of New York, without reference to its conflict of law provisions
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws. The Pooling
Agreement and the Supplement shall be governed by the internal
laws of the State of Delaware, without reference to its conflict
of law provisions and the obligations, rights and remedies of the
parties thereunder shall be determined in accordance with such
laws.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
____________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________________________________________________
_________________________________________________________________________
(name and address of assignee)
the within Series 1996-3 Class B Note and all rights thereunder,
and hereby irrevocably constitutes and appoints _________
attorney, to transfer said Series 1996-3 Class B Note on the
books kept for registration thereof, with full power of
constitution in the premises.
Dated: ___________________ ___________________________________
NOTE: The signature to this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Series 1996-3 Class B Note in every
particular, without alteration,
enlargement or any change
whatsoever.
EXHIBIT B
to
SERIES 1996-3 SUPPLEMENT
FORM OF SERIES 1996-3 CLASS C NOTE
REGISTERED $__________
No. ____
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. ___________
THIS SERIES 1996-3 CLASS C NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SERIES 1996-3
CLASS C NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS SERIES 1996-3 CLASS C NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SERIES 1996-3 CLASS C NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH NEWCOURT RECEIVABLES CORPORATION (THE "SELLER") OR ANY
AFFILIATE OF THE SELLER WAS THE OWNER OF THIS SERIES 1996-3 CLASS
C NOTE (OR ANY PREDECESSOR OF SUCH SERIES 1996-3 CLASS C NOTE),
ONLY (A) TO THE SELLER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE SERIES 1996-3 CLASS C NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL INVESTOR ACQUIRING THIS SERIES 1996-3 CLASS C NOTE
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SERIES 1996-3 CLASS C NOTES OF $500,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
SELLER'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
THE SELLER, AND IN THE CASE OF THE FOREGOING CLAUSE (D), A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS SERIES 1996-3 CLASS C NOTE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE SELLER. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
THE HOLDER OF THIS SERIES 1996-3 CLASS C NOTE BY ITS
ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRADE, ASSIGN OR
OTHERWISE DISPOSE OF THIS SERIES 1996-3 CLASS C NOTE (OR ANY
INTEREST HEREIN) OR CAUSE THIS SERIES 1996-3 CLASS C NOTE (OR ANY
INTEREST HEREIN) TO BE MARKETED ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY
OR SELL QUOTATIONS.
EACH PURCHASER FURTHER REPRESENTS AND WARRANTS THAT SUCH
PURCHASER IS NOT AND WILL NOT BECOME A PARTNERSHIP, SUBCHAPTER S
CORPORATION OR GRANTOR TRUST FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES OR, IF IT IS OR BECOMES SUCH AN ENTITY, LESS THAN 50
PERCENT OF THE AGGREGATE VALUE OF THE ASSETS OF SUCH ENTITY ARE
ATTRIBUTABLE TO INTERESTS IN THE TRUST.
THIS SERIES 1996-3 CLASS C MAY NOT BE ACQUIRED, SOLD, TRADED
OR TRANSFERRED BY A PERSON WHO IS NOT EITHER (A)(I) A CITIZEN OR
RESIDENT OF THE UNITED STATES, (II) A CORPORATION, PARTNERSHIP OR
OTHER ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES
OR ANY POLITICAL SUBDIVISION THEREOF OR (III) A PERSON NOT
DESCRIBED IN (I) OR (II) WHOSE OWNERSHIP OF THE SERIES 1996-3
CLASS C NOTES IS EFFECTIVELY CONNECTED WITH SUCH PERSON'S CONDUCT
OF A TRADE OR BUSINESS WITHIN THE UNITED STATES (WITHIN THE
MEANING OF THE CODE) AND ITS OWNERSHIP OF ANY INTEREST IN A
SERIES 1996-3 CLASS C NOTE WILL NOT RESULT IN ANY WITHHOLDING
OBLIGATION WITH RESPECT TO ANY PAYMENTS WITH RESPECT TO THE
SERIES 1996-3 CLASS C NOTES BY ANY PERSON (OTHER THAN
WITHHOLDING, IF ANY, UNDER SECTION 1446 OF THE CODE) OR (B) AN
ESTATE OR TRUST THE INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
THIS SERIES 1996-3 CLASS C NOTE WILL NOT BE ACCEPTED FOR
REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
SATISFACTORY TO THE ISSUER TRUSTEE AND SUCH OTHER APPROPRIATE
PARTY THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES
1996-3 CLASS C NOTE MEMORANDUM, NOTE PURCHASE AGREEMENT AND OTHER
RELATED DOCUMENTS HAVE BEEN COMPLIED WITH. THIS SERIES 1996-3
CLASS C NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
SELLER AND THE SERVICER AND UNLESS AND UNTIL THE ISSUER TRUSTEE
SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED.
NEWCOURT RECEIVABLES ASSET TRUST
SERIES 1996-3 CLASS C ___% ASSET BACKED NOTE
Newcourt Receivables Asset Trust, a business trust
organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby
promises to pay to _______________, or registered assigns, the
principal sum of $__________, payable on each Distribution Date
in the amounts and to the extent described in the Pooling
Agreement and the Supplement; provided, however, that the entire
unpaid principal amount of this Series 1996-3 Class C Note shall
be due and payable on the earlier of the Maturity Date of _______
__, 2004 and the date fixed for redemption, if any, pursuant to
Section 13.2 of the Pooling Agreement or Section 4.2(a) of the
Supplement. The Issuer will pay interest on this Series 1996-3
Class C Note on each Distribution Date in the amounts and to the
extent described in the Pooling Agreement and the Supplement.
The Issuer will pay interest on overdue principal at the rate of
___% per annum; it will pay interest on overdue installments of
interest (without regard to any applicable grace periods) at the
rate of ___% per annum to the extent lawful. "Distribution Date"
means the twentieth day of each calendar month or, if such
twentieth day is not a Business Day, the next succeeding Business
Day, commencing December 20, 1996.
The principal of and interest on this Series 1996-3
Class C Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts. All payments made by the
Issuer with respect to this Series 1996-3 Class C Note shall be
applied first to accrued interest on this Series 1996-3 Class C
Note as provided above and then to the unpaid principal of this
Series 1996-3 Class C Note.
Reference is made to the further provisions of this
Series 1996-3 Class C Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face
of this Series 1996-3 Class C Note.
Unless the certificate of authentication hereon has
been executed by the Issuer whose name appears below by manual
signature, this Series 1996-3 Class C Note shall not be entitled
to any benefit under the Pooling Agreement or the Supplement
referred to on the reverse hereof, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Issuer Trustee, acting on the
Issuer's behalf, has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer.
Dated: NEWCOURT RECEIVABLES ASSET TRUST
By: Chase Manhattan Bank Delaware, not in its
individual capacity but solely as
Issuer Trustee
By: ________________________
Name:
Title:
ISSUER'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-3 Class C Notes
designated above and referred to in the within-mentioned
Supplement.
CHASE MANHATTAN BANK DELAWARE, CHASE MANHATTAN BANK
as Issuer Trustee DELAWARE, as Issuer Trustee
By: The Chase Manhattan Bank,
OR as Authenticating Agent
By: _________________________ By: __________________________
Authorized Signatory Authorized Signatory
REVERSE OF NOTE
This Series 1996-3 Class C Note is one of a duly
authorized issue of Notes of the Issuer, designated as its Series
1996-3 Class C ___% Asset Backed Notes (the "Series 1996-3 Class
C Notes"), issued under the Series 1996-3 Supplement dated as of
December 12, 1996 to the Pooling Agreement (as hereinafter
defined) (such supplement, as supplemented or amended, the
"Supplement"), among Newcourt Receivables Corporation, as Seller
(the "Seller"), Newcourt Credit Group Inc., as Servicer (the
"Servicer"), Fleet National Bank, as Collateral Agent (the
"Collateral Agent"), Chase Manhattan Bank Delaware (formerly
known as Chemical Bank Delaware), as Issuer Trustee (the "Issuer
Trustee") and Fleet National Bank, as Indenture Trustee (the
"Indenture Trustee"), to which all supplements thereto and the
Pooling Agreement reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the
Issuer Trustee, the Seller, the Collateral Agent, the Servicer,
the Indenture Trustee and the Holders of the Series 1996-3 Class
C Notes. The Series 1996-3 Class C Notes are governed by and
subject to all terms of the Pooling Agreement and the Supplement
(which respective terms are incorporated herein and made a part
hereof). All terms used in this Series 1996-3 Class C Note and
not otherwise defined herein shall have the meanings assigned to
them in or pursuant to the Pooling Agreement or the Supplement,
as the case may be, as so supplemented or amended.
Two additional Classes of Notes of the Issuer, the
Series 1996-3 Class A ___% Asset Backed Notes (the "Series 1996-3
Class A Notes") and the Series 1996-3 Class B ___% Asset Backed
Notes (the "Series 1996-3 Class B Notes" and together with the
Series 1996-3 Class A Notes and the Series 1996-3 Class C Notes,
the "Series 1996-3 Notes") are being issued, in the case of the
Series 1996-3 Class A Notes, pursuant to the Series 1996-3 Class
A Trust Indenture dated as of December 12, 1996, between the
Issuer, the Seller, the Collateral Agent and the Indenture
Trustee, and, in the case of the Series 1996-3 Class B Notes,
pursuant to the Supplement. The Series 1996-1 Series 1996-3
Class C Notes shall be subordinated and rank junior in right of
payment to the Class A Notes of all Series (including the Series
1996-3 Class A Notes) and Class B Notes of all Series (including
the Series 1996-3 Class B Notes).
The Series 1996-3 Class C Notes are and will be equally
and ratably secured by the Trust Assets pledged as security
therefor as provided in the Pooling, Collateral Agency and
Servicing Agreement, dated as of April 15, 1996, among the
Seller, the Servicer, the Collateral Agent and the Issuer Trustee
(as supplemented or amended, the "Pooling Agreement").
Notwithstanding anything contrary herein, the entire
unpaid principal amount of this Series 1996-3 Class C Note shall
be due and payable on the date on which an Event of Default shall
have occurred and be continuing and, if required by the Pooling
Agreement or the Supplement, the Collateral Agent or the Required
Percentage of Holders of the Series 1996-3 Class C Notes shall
have declared the Series 1996-3 Class C Notes to be immediately
due and payable in the manner provided in Section 9.1 of the
Pooling Agreement and Section 10.7 of the Supplement. All
principal payments on the Series 1996-3 Class C Notes shall be
made pro rata to the Series 1996-3 Class C Noteholders entitled
thereto.
Payments of interest on this Series 1996-3 Class C Note
on each Distribution Date, together with the installment of
principal, if any, to the extent not in full payment of this
Series 1996-3 Class C Note, shall be made in accordance with
Section 5.11 of the Supplement to the Series 1996-3 Class C
Noteholder. Any reduction in the principal amount of this Series
1996-3 Class C Note effected by any payments made on any
Distribution Date shall be binding upon all future Holders of
this Series 1996-3 Class C Note and of any Series 1996-3 Class C
Note issued upon the registration of the transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the
Supplement, for payment in full of the then remaining unpaid
principal amount of this Series 1996-3 Class C Note on a
Distribution Date, then the Collateral Agent will notify the
Series 1996-3 Class C Noteholder by notice mailed not later than
the fifth day of the month (subject to at least four Business
Days' prior notice from the Servicer to the Collateral Agent) of
such final distribution and the amount then due and payable shall
be payable only upon presentation and surrender of this Series
1996-3 Class C Note at the office or offices designated in such
notice.
The Holder of this Series 1996-3 Class C Note, by its
acceptance of this Series 1996-3 Class C Note, agrees that it
will look solely to the income and proceeds from the Trust Assets
to the extent available for distribution to it as provided in the
Pooling Agreement and the Supplement and that the Issuer Trustee
is not or shall not be personally liable to it for any amounts
payable or any liability under the Supplement or this Series
1996-3 Class C Note, except as expressly provided in the
Supplement and in the Pooling Agreement.
The Holder of this Series 1996-3 Class C Note, by
acceptance of this Series 1996-3 Class C Note, covenants and
agrees that it will not, until one year and one day after the
final payment on all Notes, institute against, or join any other
Person in instituting against, the Seller or the Issuer any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the
laws of the United States or any state of the United States.
Prior to the due presentment for registration of
transfer of this Series 1996-3 Class C Note, the Issuer, the
Issuer Trustee, the Collateral Agent and the Indenture Trustee
may deem and treat the Person in whose name this Series 1996-3
Class C Note is registered as the absolute owner thereof for the
purposes of receiving payment of all amounts payable with respect
to this Series 1996-3 Class C Note and for all other purposes,
whether or not this Series 1996-3 Class C Note be overdue, and
none of the Issuer, the Issuer Trustee, the Collateral Agent or
the Indenture Trustee shall be affected by notice to the
contrary.
The Supplement and the Series 1996-3 Class C Notes may
be amended, and the observance of any term of the Supplement or
of the Series 1996-3 Class C Notes may be waived (either
retroactively or prospectively), with (and only with) the written
consent of the Holders of the Series 1996-3 Class A Notes, the
Holders of the Series 1996-3 Class B Notes, the Rating Agency and
the Required Holders, except that (a) no amendment or waiver of
any of the provisions of Section 7 and 8 of the Supplement, or
any defined term (as it is used therein), will be effective as to
any Series 1996-3 Class C Noteholder unless consented to by such
Noteholder in writing, and (b) no such amendment or waiver may,
without the written consent of the Holder of each Series 1996-3
Class C Note at the time outstanding affected thereby, (i)
subject to the provisions of the Supplement relating to
acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or
change the time of payment or method of computation of interest
on the Series 1996-3 Class C Notes, (ii) change the percentage of
the principal amount of the Series 1996-3 Class C Notes, the
Holders of which are required to consent to any such amendment or
waiver, or (iii) amend any of Sections 10.5, 10.7 or 12 of the
Supplement. Notwithstanding anything therein to the contrary, no
amendment may be made to this Supplement without satisfaction of
the Rating Agency Condition.
The Pooling Agreement may be amended from time to time
by the Servicer, the Seller, the Issuer Trustee and the
Collateral Agent, without the consent of any of the Series 1996-3
Class C Noteholders, (i) to cure any ambiguity, to revise any
exhibits or Schedules, to correct or supplement any provisions
therein or thereon or (ii) to add any other provisions with
respect to matters or questions raised under the Pooling
Agreement which shall not be inconsistent with the provisions of
the Pooling Agreement; provided, however, that such action shall
not adversely affect in any material respect the interests of any
of the Noteholders.
The term "Issuer Trustee" as used in this Series 1996-3
Class C Note includes any successor to the Issuer Trustee under
the Pooling Agreement.
The Series 1996-3 Class C Notes are issuable only in
registered form without coupons in denominations as provided in
the Supplement, subject to certain limitations therein set forth.
No reference herein to the Pooling Agreement or the
Supplement and no provision of this Series 1996-3 Class C Note or
of the Pooling Agreement or the Supplement shall alter or impair
the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this
Series 1996-3 Class C Note at the time, place and rate, and in
the coin or currency herein prescribed.
None of the Issuer Trustee, the Collateral Agent or the
Indenture Trustee in its individual capacity makes or shall be
deemed to have made any representation or warranty as to the
validity, legality or enforceability of the Pooling Agreement,
the Supplement or the Series 1996-3 Class C Notes or as to the
correctness of any statement contained in any thereof, except for
the representations and warranties of the Issuer Trustee, the
Collateral Agent or the Indenture Trustee, made in their
respective individual capacities, under any document to which
such party is a party. The Series 1996-3 Class C Noteholders and
the Seller make no representation or warranty hereunder
whatsoever.
This Series 1996-3 Class C Note shall be governed by
and construed in accordance with the internal laws of the State
of New York, without reference to its conflict of law provisions
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws. The Pooling
Agreement and Supplement shall be governed by and construed in
accordance with the internal laws of the State of Delaware,
without reference to its conflict of law provisions and the
obligations, rights and remedies of the parties thereunder shall
be determined in accordance with such laws.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
____________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________________________________________________
________________________________________________________________________
(name and address of assignee)
the within Series 1996-3 Class C Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________
attorney, to transfer said Series 1996-3 Class C Note on the
books kept for registration thereof, with full power of
constitution in the premises.
Dated: ___________________ ___________________________________
NOTE: The signature to this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Series 1996-3 Class C Note in every
particular, without alteration,
enlargement or any change
whatsoever.
EXHIBIT C
to
SERIES 1996-3 SUPPLEMENT
FORM OF ISSUER'S CERTIFICATE OF AUTHENTICATION
This is one of the [Series 1996-3 Class B] [Series
1996-3 Class C] Notes designated above and referred to in the
within-mentioned Supplement.
CHASE MANHATTAN BANK CHASE MANHATTAN BANK
DELAWARE, as Issuer DELAWARE, as Issuer Trustee
Trustee
By: The Chase Manhattan Bank,
OR as Authenticating Agent
By: _________________________ By: __________________________
Authorized Signatory Authorized Signatory
EXHIBIT D
to
SERIES 1996-3 SUPPLEMENT
FORM OF MONTHLY NOTEHOLDER'S REPORT
Newcourt Receivables Asset Trust
Monthly Servicer Certificate - Accounts
Master
Trust
Collection Reserve Distribution
Account Account Account Series 1996-3
Beginning Account Balances
Collection Account
Collections from the Lockbox Account
Add: Servicer Advances
Add: Liquidation Proceeds from Servicer
Add: Earnings from Eligible Investments
Less: Collections to reimburse Servicer
Advances
Reserve Account
Add: Investment Earnings on Reserve Account
Available Amount
Payments on Payment Date
(A) Unreimbursed Servicer Advances
(B) Servicing Fee
(C) Amount owed to Hedging Counterparty
(D) Series Available Amount to each
Series of Notes
(1) Series 1996-3 Class A
Interest
(2) Series 1996-3 Class B
Interest
(3) Series 1996-3 Class A
Principal
(4) Reserve Account
(5) Pay to Hedging
Counterparty
(6) Series 1996-3 Class B
Principal
(7) Series 1996-3 Class C
Interest
(8) Series 1996-3 Class C
Principal
(9) Series 1996-3 Class A
Accelerated Principal
Payment
(10) Series 1996-3 Class B
Accelerated Principal
Distributions to Noteholders
Ending Balance
Newcourt Receivables Asset Trust
Monthly Servicer Certificate
Minimum Subordination Amount
Aggregate Discounted Contract Balance
Add: Available Amount
Add: Reserve Account
Less: Series 1996-3
Class A Principal Balance
Subordination Amount
Minimum Required Subordination Amount
Restricting Event Calculations
(1) Event of Default under
the Servicing Agreement
(Yes/No)
(a) Average Discounted
Lease Balance
greater than 30
days delinquent
Average Aggregate
Discounted Contract
Balance
Delinquency Ratio
Maximum Delinquency Ratio
(b) Aggregate ADCB
Defaulted Contracts
Multiplier Average
Aggregate Discounted
Lease Balance
Default Ratio
Maximum Default Ratio
(c) Reserve plus APB
Subordination
(d) Restricting Event
under any Indenture
Newcourt Receivables Asset
Trust Monthly Servicer Certificate
Portfolio Performance Tests
1 2 3 4 5 6
months months months months months months
prior prior prior prior prior prior
Current (yes/no) (yes/no) (yes/no) (yes/no) (yes/no) (yes/no)
Event of Default:
Delinquencies
Monthly
Delinquencies ADCB Delinquency
2 months prior
1 month prior
Current
Delinquency Ratio:
Maximum Delinquency Ratio:
Monthly
Defaults Defaults ADCB Defaults
5 months prior
4 months prior
3 months prior
2 months prior
1 month prior
Current
Default Ratio:
Maximum Default Ratio:
Enhancement Floor
Amounts on deposit in the
Reserve Account
Aggregate Principal Amount of
Series 1996-3 Class B Notes
Newcourt Receivables Asset Trust
Monthly Servicer Certificate - Certificate
Schedules
CERTIFICATE FACTORS
Series 1996-3
Series 1996-3 Class A
Current A Balance
Initial A Balance
Certificate Factor:
Series 1996-3 Class B
Current B Balance
Initial B Balance
Certificate Factor:
Series 1996-3 Class C
Current C Balance
Initial C Balance
Certificate Factor:
DELINQUENCIES Monthly
Delinquencies ADCB Delinquencies
Current
30 Days Past Due
60 Days Past Due
90 Days Past Due
120 Days Past Due
150 Days Past Due
Delinquent (180+
Days Past Due)
(Contract Pool Performance
Test (Per Prospectus P&S
Agreement)
Newcourt Receivables Asset Trust
Monthly Servicer Certificate -
Schedules
Series Series Series
1996-1 1996-2 1996-3
Series 1996-3 Class A Interest Schedule
% % %
Opening Series 1996-3 % % %
Class A Principal Balance
Series 1996-3 Class A
Interest Rate
30/360*Series 1996-3
Class A Interest Rate
Current Series 1996-3
Class A Interest
Distribution
Prior Series 1996-3 Class
A Interest Arrearage
Series 1996-3 Class A
Interest Due
Series Series Series
1996-1 1996-2 1996-3
Series 1996-3 Class A
Principal Schedule
Opening Series 1996-3
Class A Principal Balance ______ ______ ______
Prior Months Series ADCB ____ ____ ____
Current Months Series
ADCB
Difference % % %
Series
1996-3
Class A
Share
Scheduled
Principal
Due
Prepayments
Defaults
Series
1996-3
Class A
Total Due
Prior Series 1996-3 Class
A Arrearage
Series 1996-3 Class A
Principal Due
Series 1996-3 Class A
Principal Distribution
Current Series 1996-3
Class A Arrearage
Interim Series 1996-3
Class A Principal Balance
after Current
Distribution
Accelerated Series 1996-3
Class A Distribution
Amount
Ending Series 1996-3
Class A Principal Balance
after Current
Distribution
Series Series Series
1996-1 1996-2 1996-3
Series 1996-3 Class B Interest Schedule
% % %
Opening Series 1996-3 % % %
Class B Principal Balance
Series 1996-3 Class B
Interest Rate
30/360*Series 1996-3
Class B Interest Rate
Current Series 1996-3
Class B Interest
Distribution
Prior Series 1996-3 Class
B Interest Arrearage
Series 1996-3 Class B
Interest Due
Series 1996-3 Class B
Principal Schedule
Opening Series 1996-3 ______ _______ ________
Class B Principal Balance ____ _____ ____
Prior Months Series ADCB
Current Months Series
ADCB
Difference % % %
Series
1996-3
Class B
Share
Scheduled
Principal
Due
Prepayments
Defaults
Series
1996-3
Class B
Total Due
Prior Series 1996-3 Class
B Arrearage
Series 1996-3 Class B
Principal Due
Series 1996-3 Class B
Principal Distribution
Current Series 1996-3
Class B Arrearage
Interim Series 1996-3
Class B Principal Balance
after Current
Distribution
Accelerated Series 1996-3
Class B Distribution
Amount
Ending Series 1996-3
Class B Principal Balance
after Current
Distribution
Series 1996-3 Class C Interest Schedule
% % %
Opening Series 1996-3 % % %
Class C Principal Balance
Series 1996-3 Class C
Interest Rate
30/360*Series 1996-3
Class C Interest Rate
Current Series 1996-3
Class C Interest
Distribution
Prior Series 1996-3 Class
C Interest Arrearage
Series 1996-3 Class C
Interest Due
Series 1996-3 Class C
Principal Schedule
Opening Series 1996-3
Class C Principal Balance ______ _______ ________
Prior Months Series ADCB ______ ______ _____
Current Months Series
ADCB
Difference
Series % % %
1996-3
Class C
Share
Schedule
Principal
Due
Prior Series 1996-3 Class
C Arrearage
Series 1996-3 Class C
Principal Due
Series 1996-3 Class C
Principal Distribution
Current Series 1996-3
Class C Arrearage
Interim Series 1996-3
Class C Principal Balance
after Current
Distribution
Accelerated Series 1996-3
Class C Distribution
Amount
Ending Series 1996-3
Class C Principal Balance
after Current
Distribution
Servicing Fee Schedule
Contract Pool ADCB
Servicing Rate
Monthly Servicing Rate
Prior Servicing Fee
Arrearage
Current Servicer Fee
Servicer Fee Due
Current Servicing Fee
Arrearage
Reserve Account Schedule
Series Series Series
1996-1 1996-2 1996-3
Required Balance
Lessor of
Series Series Series
1996-1 1996-2 1996-3
(i) $2,000,000 times
Series Allocation
Percentage % % %
or
(ii) Greater of
(x) $500,000 times
Series % % %
Allocation
Percentage
(y) 2% of % % %
Series 1996-3
Class A Notes
times Series
Allocation Percentage
EXHIBIT E
to
SERIES 1996-3 SUPPLEMENT
FORM OF OPINION OF COUNSEL TO THE SERVICER
[see Item __]
EXHIBIT F
to
SERIES 1996-3 SUPPLEMENT
FORM OF OPINION OF COUNSEL TO NEWCOURT FINANCIAL USA INC.
[see Item __]
NEWCOURT RECEIVABLES CORPORATION,
as Seller,
NEWCOURT CREDIT GROUP INC.,
as Servicer,
FLEET NATIONAL BANK,
as Collateral Agent,
and
CHASE MANHATTAN BANK DELAWARE
(formerly known as Chemical Bank Delaware),
as Issuer Trustee
SERIES 1996-3 SUPPLEMENT
Dated as of December 12, 1996
to
POOLING, COLLATERAL AGENCY AND SERVICING AGREEMENT
Dated as of April 15, 1996
TABLE OF CONTENTS
Page
SECTION 1. Series 1996-3 . . . . . . . . . . . . . . . . . . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . 1
SECTION 3. Transfer of Trust Assets . . . . . . . . . . . . 6
SECTION 4. Receipt, Distribution and Application from the
Trust Receipts . . . . . . . . . . . . . . . . . 7
4.1 Distribution Prior to Event of Default or
Restricting Event . . . . . . . . . . . . . . . . 7
4.2 Optional Purchase by Seller; Trust Termination
Payments . . . . . . . . . . . . . . . . . . . . . 8
4.3 Distribution Following an Event of Default or a
Restricting Event . . . . . . . . . . . . . . . . 9
4.4 Unclaimed Moneys . . . . . . . . . . . . . . . . . 9
4.5 Reliance by Collateral Agent Upon Information
Provided . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5. The Series 1996-3 Notes . . . . . . . . . . . . . 10
5.1 The Notes . . . . . . . . . . . . . . . . . . . . . 10
5.2 Form, Denomination and Dating . . . . . . . . . . . 10
5.3 Execution and Authentication . . . . . . . . . . . 11
5.4 Registration, Transfer and Exchange of Series
1996-3 Class B Notes and Series 1996-3 Class C
Notes . . . . . . . . . . . . . . . . . . . . . . 12
5.5 Mutilated, Destroyed, Lost or Stolen Notes . . . . 14
5.6 Temporary Notes . . . . . . . . . . . . . . . . . . 15
5.7 Priority of Payments . . . . . . . . . . . . . . . 15
5.8 Payments from Trust Assets Only . . . . . . . . . . 16
5.9 Method of Payment . . . . . . . . . . . . . . . . . 16
5.10 Delivery . . . . . . . . . . . . . . . . . . . . . 17
5.11 Interest . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6. Article V of the Agreement . . . . . . . . . . . 18
SECTION 7. Conditions Precedent to Effectiveness of
Supplement . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8. Representations and Warranties of the Issuer
Trustee, the Seller, the Servicer and the Collateral
Agent . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 9. Reports by the Servicer . . . . . . . . . . . . . 24
SECTION 10. Covenants; Restricting Events . . . . . . . . . 25
10.1 Covenants of the Seller . . . . . . . . . . . . . 25
10.2 Covenants of the Servicer . . . . . . . . . . . . 26
10.3 Covenants of the Issuer Trustee . . . . . . . . . 26
10.4 Covenants of the Issuer . . . . . . . . . . . . . 27
10.5 Events of Default and Restricting Events . . . . . 27
10.6 Notice to Rating Agencies, etc. . . . . . . . . . 27
10.7 Remedies . . . . . . . . . . . . . . . . . . . . . 28
10.8 Remedies Cumulative . . . . . . . . . . . . . . . 28
10.9 Discontinuance of Proceedings . . . . . . . . . . 28
10.10 Right of Noteholders to Receive Payments not to
be Impaired . . . . . . . . . . . . . . . . . . . 28
10.11 Limitation on Suits . . . . . . . . . . . . . . . 29
10.12 Undertaking for Costs . . . . . . . . . . . . . . 29
10.13 Waiver of Stay or Extension Laws . . . . . . . . 29
SECTION 11. Pooling Agreement . . . . . . . . . . . . . . . 30
11.1 Pooling Agreement . . . . . . . . . . . . . . . . 30
11.2 Release Upon Termination of the Issuer Trustee's
Obligations . . . . . . . . . . . . . . . . . . . 30
11.3 Collateral Agent's Duties . . . . . . . . . . . . 31
11.4 Modification of Article I . . . . . . . . . . . . 31
11.5 Modification of Article III . . . . . . . . . . . 31
SECTION 12. Amendment and Waiver . . . . . . . . . . . . . . 32
12.1 Requirements . . . . . . . . . . . . . . . . . . . 32
12.2 Solicitation of Holders of Notes . . . . . . . . . 33
12.3 Binding Effect . . . . . . . . . . . . . . . . . . 33
12.4 Notes Held by Issuer Trustee, etc. . . . . . . . 33
SECTION 13. Miscellaneous . . . . . . . . . . . . . . . . . 34
13.1 Obligations Unaffected . . . . . . . . . . . . . . 34
13.2 Successors and Assigns . . . . . . . . . . . . . . 34
13.3 Obligation to Make Payments in Dollars . . . . . . 34
13.4 Repurchase by Seller . . . . . . . . . . . . . . . 34
13.5 Final Distribution . . . . . . . . . . . . . . . . 34
13.6 Ratification of Agreement . . . . . . . . . . . . 35
13.7 No Representations or Warranties as to Documents . 35
13.8 Counterparts . . . . . . . . . . . . . . . . . . . 35
13.9 GOVERNING LAW . . . . . . . . . . . . . . . . . . 35
13.10 The Trustee . . . . . . . . . . . . . . . . . . . 35
13.11 Instructions in Writing . . . . . . . . . . . . . 35
EXHIBITS
Exhibit A: Form of Series 1996-3 Class B Note
Exhibit B: Form of Series 1996-3 Class C Note
Exhibit C: Form of Issuer's Certificate of Authentication
Exhibit D: Form of Monthly Noteholder's Report
Exhibit E: Form of opinion of counsel to the Servicer
Exhibit F: Form of opinion of counsel to Newcourt Financial
USA Inc.
SCHEDULES
Schedule 1: Initial Purchasers' Commitments
Schedule 2: List of Additional Series Contracts
Schedule 3: List of Instruments
Schedule 4: List of PBCC Contracts
