SERIES 1996-C SUPPLEMENT
dated as of September 12, 1996
to
SPREAD ACCOUNT AGREEMENT
dated as of March 25, 1993,
as amended and restated
as of September 12, 1996
among
OLYMPIC FINANCIAL LTD.
OLYMPIC RECEIVABLES FINANCE CORP.
FINANCIAL SECURITY ASSURANCE INC.
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Rules of Interpretation. . . . . . . . . . . . . . . . . 8
ARTICLE II
CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL
Section 2.1 Series 1996-C Credit Enhancement Fee . . . . . . . . . . 8
Section 2.2 Series Supplements . . . . . . . . . . . . . . . . . . . 9
Section 2.3 Grant of Security Interest by OFL and the Seller . . . . 9
ARTICLE III
SPREAD ACCOUNT
Section 3.1 Establishment of Series 1996-C Spread Account; Initial
Deposit into Series 1996-C Spread Account . . . . . . . 10
Section 3.2 Spread Account Additional Deposits . . . . . . . . . . . 10
ARTICLE IV
MISCELLANEOUS
Section 4.1 Further Assurances . . . . . . . . . . . . . . . . . . . 10
Section 4.2 Governing Law. . . . . . . . . . . . . . . . . . . . . . 10
Section 4.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.4 Headings . . . . . . . . . . . . . . . . . . . . . . . . 11
SERIES 1996-C SUPPLEMENT
SERIES 1996-C SUPPLEMENT, dated as of September 12, 1996 (the "Series
1996-C Supplement"), by and among OLYMPIC FINANCIAL LTD., a Minnesota
corporation ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP., a Delaware
corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE INC., a New York
stock insurance company ("Financial Security"), and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking association, in its capacities as
Trustee under each Pooling and Servicing Agreement and as Indenture Trustee
under each Indenture referred to in the Spread Account Agreement (as defined
below), in such capacity as agent for the Noteholders and Certificateholders
with respect to the related Series (in each of such capacities, the
"Trustee") and as Collateral Agent hereunder.
RECITALS
1. The parties hereto have previously entered into a Spread Account
Agreement, dated as of March 25, 1993, as amended and restated as of
September 12, 1996 (the "Spread Account Agreement"), and, as contemplated by
Section 2.02 of the Spread Account Agreement, this Series 1996-C Supplement
constitutes a Series Supplement to the Spread Account Agreement so that
hereafter this Series 1996-C Supplement shall form a part of the Spread
Account Agreement for all purposes thereof, and all references herein and
hereafter to the Spread Account Agreement shall mean the Spread Account
Agreement, as supplemented hereby.
2. Olympic Automobile Receivables Trust, 1996-C (the "Series 1996-C
Trust") is being formed contemporaneously herewith pursuant to the Series
1996-C Trust Agreement (as defined herein).
3. Pursuant to the Series 1996-C Sale and Servicing Agreement, the
Seller is selling to the Series 1996-C Trust all of its right, title and
interest in and to the Initial Receivables (as defined in the Series 1996-C
Sale and Servicing Agreement) and certain other Trust Property (as defined in
the Series 1996-C Trust Agreement).
4. Pursuant to the Series 1996-C Trust Agreement, the Series 1996-C
Trust is issuing the Series 1996-C Certificates (as defined herein).
Pursuant to the Series 0000-X Xxxxxxxxx, the Series 1996-C Trust is issuing
the Series 1996-C Notes (as defined herein).
5. The Seller has requested that Financial Security issue the Series
1996-C Note Policy to the Trustee to guarantee payment of the Scheduled
Payments (as defined in such Policy) on each Payment Date in respect of the
Series 1996-C Notes, and has requested that Financial Security issue the
Series 1996-C Certificate Policy to Mellon Bank (DE), National Association,
as Owner Trustee under the Series 1996-C Trust Agreement, to guarantee
payment of the Guaranteed Distributions (as defined in such Policy) on each
Distribution Date in respect of the Series 1996-C Certificates.
6. In partial consideration of the issuance of the Series 1996-C Note
Policy and the Series 1996-C Certificate Policy, the Seller has agreed that
Financial Security shall have certain rights as Controlling Party, to the
extent set forth in the Spread Account Agreement and the Series 0000-X
Xxxxxxxxx.
7. The Seller is a wholly owned special purpose subsidiary of OFL.
The Series 1996-C Trust has agreed to pay the Series 1996-C Credit
Enhancement Fee to the Seller in consideration of the obligations of the
Seller and OFL pursuant hereto and in consideration of the obligations of OFL
pursuant to the Series 1996-C Insurance Agreement (such obligations forming
part of the Series 1996-C Insurer Secured Obligations as referred to herein).
The Series 1996-C Insurer Secured Obligations form part of the consideration
to Financial Security for its issuance of the Series 1996-C Policies.
8. In order to secure the performance of the Series 1996-C Secured
Obligations, to further effect and enforce the subordination provisions to
which the Series 1996-C Credit Enhancement Fee is subject, and in
consideration of the receipt of the Series 1996-C Credit Enhancement Fee, OFL
and the Seller have agreed to pledge the Series 1996-C Collateral as
Collateral to the Collateral Agent for the benefit of Financial Security and
for the benefit of the Trustee on behalf of the Trust, upon the terms and
conditions set forth herein.
AGREEMENTS
In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. All terms defined in Section 1.1 of the
Series 1996-C Sale and Servicing Agreement shall have the same meaning with
respect to this Series 1996-C Supplement. The following terms shall have the
following meanings:
"COLLECTION ACCOUNT SHORTFALL" means, with respect to Series 1996-C and
any Distribution Date, the Deficiency Claim Amount, as defined in the Series
1996-C Sale and Servicing Agreement, with respect to such Distribution Date.
"DEEMED CURED" means, (a) with respect to a Trigger Event that has
occurred pursuant to clause (i) of the definition thereof, as of a
Determination Date with respect to Series 1996-C, that no Trigger Event as
specified in clause (i) of the definition thereof with respect to such Series
shall have occurred as of such Determination Date or as of any of the five
consecutively preceding Determination Dates, and (b) with respect to a
Trigger Event that has occurred pursuant to clause (ii) or clause (iii) of
the definition thereof, as of the next Determination Date
2
which occurs in a calendar month which is a multiple of three months
succeeding the Series 1996-C Closing Date, that no such clause (ii) or clause
(iii) Trigger Event with respect to such Series shall have occurred as of
such Determination Date.
"INITIAL PRINCIPAL AMOUNT" means $508,992,447.05 with respect to Series
1996-C.
"INITIAL SPREAD ACCOUNT DEPOSIT" means $7,250,000 for Series 1996-C.
"INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series
1996-C and any Distribution Date, an amount equal to the greater of (i) 7% of
the Series 1996-C Balance as of the close of business on such Distribution
Date and (ii) the Spread Account Minimum Amount as of the close of business
on such Distribution Date.
"SERIES 0000-X XXXXXXX" means, with respect to Series 1996-C and any
Distribution Date, the sum of the aggregate principal amount of the Series
1996-C Notes and the Certificate Balance with respect to Series 1996-C
Certificates as of such Distribution Date (after giving effect to the
distributions in respect of principal on the Notes and on the Certificates
made on such Distribution Date).
"SERIES 1996-C CERTIFICATE POLICY" means the financial guaranty
insurance policy issued by Financial Security with respect to the Series
1996-C Certificates.
"SERIES 1996-C CERTIFICATES" means the Certificates issued on the date
hereof pursuant to the Series 1996-C Trust Agreement.
"SERIES 1996-C COLLATERAL" has the meaning specified in Section 2.3(a)
hereof.
"SERIES 1996-C CREDIT ENHANCEMENT FEE" means the amount distributable on
each Distribution Date pursuant to Section 4.6(viii) and (ix) of the Series
1996-C Sale and Servicing Agreement.
"SERIES 0000-X XXXXXXXXX" means the Indenture, dated as of September 1,
1996, among the Series 1996-C Trust, the Trustee and the Indenture Collateral
Agent.
"SERIES 1996-C NOTE POLICY" means the financial guaranty insurance
policy issued by Financial Security with respect to the Series 1996-C Notes.
"SERIES 1996-C NOTES" means the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Notes issued pursuant to the Series 0000-X Xxxxxxxxx.
"SERIES 1996-C OWNER TRUSTEE" means Mellon Bank (DE), National
Association, not in its individual capacity but solely as Owner Trustee, or
its successor in interest, and any successor Owner Trustee appointed as
provided in the Series 1996-C Trust Agreement.
3
"SERIES 1996-C RECEIVABLE" means each Receivable referenced on the
Schedule of Receivables attached to the Series 1996-C Sale and Servicing
Agreement, as supplemented from time to time during the Funding Period by one
or more Subsequent Transfer Agreements.
"SERIES 1996-C RESERVE ACCOUNT" means the Reserve Account established
pursuant to Section 4.1(d) of the Series 1996-C Sale and Servicing Agreement.
"SERIES 1996-C SALE AND SERVICING AGREEMENT" means the Sale and
Servicing Agreement, dated as of September 1, 1996, and attached hereto as
Exhibit A, among the Series 1996-C Trust, OFL, in its individual capacity and
as Servicer, the Seller and the Backup Servicer, as such agreement may be
supplemented, amended or modified from time to time.
"SERIES 1996-C SECURED OBLIGATIONS" means the Insurer Secured
Obligations and the Trustee Secured Obligations with respect to Series 1996-C.
"SERIES 1996-C SECURITIES" means the Series 1996-C Notes and the Series
1996-C Certificates, collectively.
"SERIES 1996-C SPREAD ACCOUNT" means the Spread Account established
pursuant to Section 3.1(a) hereof.
"SERIES 1996-C SUPPLEMENT" means this Series 1996-C Supplement which
constitutes a Series Supplement to the Spread Account Agreement.
"SERIES 1996-C TRUST AGREEMENT" means the Trust Agreement, dated as of
September 1, 1996, among the Seller, Olympic First GP Inc., Olympic Second GP
Inc., Financial Security and the Series 1996-C Owner Trustee.
"SPREAD ACCOUNT ADDITIONAL DEPOSIT" means, with respect to Series 1996-C
and any Subsequent Transfer Date, an amount equal to 0.00% of the aggregate
Principal Balance (as of the related Subsequent Cutoff Date) of the
Subsequent Receivables being transferred to the Series 1996-C Trust on such
Subsequent Transfer Date or such greater amount as required by the Rating
Agencies to confirm that the rating assigned to the Series 1996-C Notes and
the Series 1996-C Certificates will be in the highest category by such Rating
Agencies.
"SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 1996-C and
any Distribution Date:
(i) if no Insurance Agreement Event of Default with respect to
Series 1996-C has occurred and is continuing, no Capture Event has occurred
and is continuing, no Trigger Event has occurred on the related
Determination Date, and if any Trigger Event with respect to Series 1996-C
has occurred as of a prior Determination Date, such Trigger Event is Deemed
Cured as of the related Determination Date, the Initial Spread Account
Maximum Amount with respect to Series 1996-C and such Distribution Date;
4
(ii) if (A) a Trigger Event with respect to Series 1996-C has
occurred as of the Determination Date or (B) a Trigger Event with respect
to Series 1996-C has occurred as of a prior Distribution Date and is not
Deemed Cured as of the related Determination Date, and no Insurance
Agreement Event of Default with respect to Series 1996-C has occurred and
is continuing and no Capture Event has occurred and is continuing, the
Spread Account Maximum Amount shall be equal to the greater of (i) 10% of
the Series 1996-C Balance as of the close of business on such Distribution
Date and (ii) the Spread Account Minimum Amount as of the close of business
on such Distribution Date; or
(iii) if (A) an Insurance Agreement Event of Default with respect
to Series 1996-C has occurred and is continuing or (B) a Capture Event has
occurred and is continuing as of the related Determination Date, the Spread
Account Maximum Amount shall be equal to the greater of (i) 25% of the
Series 1996-C Balance as of the close of business on such Distribution Date
and (ii) the Spread Account Minimum Amount as of the close of business on
such Distribution Date.
"SPREAD ACCOUNT MINIMUM AMOUNT" means, with respect to Series 1996-C and
any Distribution Date, an amount equal to the greater of:
(i) $100,000, and
(ii) the lesser of:
(A) 1% of the Initial Principal Amount of Series 1996-C, and
(B) the Series 1996-C Balance.
"SPREAD ACCOUNT WITHDRAWAL FLOOR" means, with respect to Series 1996-C and
any Determination Date, an amount equal to the greater of:
(i) the Spread Account Minimum Amount, and
(ii) 3% of the Series 1996-C Balance.
"TRIGGER EVENT" means, with respect to Series 1996-C and as of a
Determination Date, the occurrence of any of the following events:
(i) the Average Delinquency Ratio for such Determination Date shall
be 5.9% or greater;
(ii) the Cumulative Default Rate shall be equal to or greater than (A)
2.60%, with respect to any Determination Date occurring prior to
or during the third calendar month succeeding the Series 1996-C
Closing Date, (B) 4.71%, with respect to any Determination Date
occurring after the third, and prior to or during the 6th,
calendar month succeeding the Series 1996-
5
C Closing Date, (C) 6.55%, with respect to any Determination
Date occurring after the 6th, and prior to or during the 9th,
calendar month succeeding the Series 1996-C Closing Date, (D)
8.03%, with respect to any Determination Date occurring after
the 9th, and prior to or during the 12th, calendar month
succeeding the Series 1996-C Closing Date, (E) 8.73%, with
respect to any Determination Date occurring after the 12th,
and prior to or during the 15th, calendar month succeeding the
Series 1996-C Closing Date, (F) 9.63%, with respect to any
Determination Date occurring after the 15th, and prior to or
during the 18th, calendar month succeeding the Series 1996-C
Closing Date, (G) 10.45%, with respect to any Determination
Date occurring after the 18th, and prior to or during the
21st, calendar month succeeding the Series 1996-C Closing
Date, (H) 11.10%, with respect to any Determination Date
occurring after the 21st, and prior to or during the 24th,
calendar month succeeding the Series 1996-C Closing Date, (I)
11.68%, with respect to any Determination Date occurring after
the 24th, and prior to or during the 27th, calendar month
succeeding the Series 1996-C Closing Date, (J) 12.18%, with
respect to any Determination Date occurring after the 27th,
and prior to or during the 30th, calendar month succeeding the
Series 1996-C Closing Date, (K) 12.54%, with respect to any
Determination Date occurring after the 30th, and prior to or
during the 33rd, calendar month succeeding the Series 1996-C
Closing Date, (L) 12.82%, with respect to any Determination
Date occurring after the 33rd, and prior to or during the
36th, calendar month succeeding the Series 1996-C Closing
Date, (M) 13.04%, with respect to any Determination Date
occurring after the 36th, and prior to or during the 39th,
calendar month succeeding the Series 1996-C Closing Date, (N)
13.19%, with respect to any Determination Date occurring after
the 39th, and prior to or during the 42nd, calendar month
succeeding the Series 1996-C Closing Date, (O) 13.33%, with
respect to any Determination Date occurring after the 42nd,
and prior to or during the 45th calendar month succeeding the
Series 1996-C Closing Date, (P) 13.44%, with respect to any
Determination Date occurring after the 45th, and prior to or
during the 48th, calendar month succeeding the Series 1996-C
Closing Date, (Q) 13.50%, with respect to any Determination
Date occurring after the 48th, and prior to or during the
51st, calendar month succeeding the Series 1996-C Closing
Date, (R) 13.56%, with respect to any Determination Date
occurring after the 51st, and prior to or during the 54th,
calendar month succeeding the Series 1996-C Closing Date, (S)
13.60%, with respect to any Determination Date occurring after
the 54th, and prior to or during the 57th, calendar month
succeeding the Series 1996-C Closing Date, (T) 13.64%, with
respect to any Determination Date occurring after the 57th,
and prior to or during the 60th, calendar month succeeding the
Series 1996-C Closing Date, (U) 13.65%, with respect to any
Determination Date occurring after the 60th, and prior to or
during the 63rd, calendar month succeeding the Series 1996-C
Closing Date, (V) 13.67%, with respect to any Determination
6
Date occurring after the 63rd, and prior to or during the 66th,
calendar month succeeding the Series 1996-C Closing
Date, (W) 13.69%, with respect to any Determination Date
occurring after the 66th, and prior to or during the 69th,
calendar month succeeding the Series 1996-C Closing Date, or
(X) 13.71%, with respect to any Determination Date occurring
after the 69th calendar month succeeding the Series 1996-C
Closing Date; or
(iii) the Cumulative Net Loss Rate shall be equal to or greater than
(A) 1.31%, with respect to any Determination Date occurring prior
to or during the third calendar month succeeding the Series 1996-
C Closing Date, (B) 2.28%, with respect to any Determination Date
occurring after the third, and prior to or during the 6th,
calendar month succeeding the Series 1996-C Closing Date, (C)
3.08%, with respect to any Determination Date occurring after the
6th, and prior to or during the 9th, calendar month succeeding
the Series 1996-C Closing Date, (D) 3.66%, with respect to any
Determination Date occurring after the 9th, and prior to or
during the 12th, calendar month succeeding the Series 1996-C
Closing Date, (E) 3.98%, with respect to any Determination Date
occurring after the 12th, and prior to or during the 15th,
calendar month succeeding the Series 1996-C Closing Date, (F)
4.29%, with respect to any Determination Date occurring after the
15th, and prior to or during the 18th, calendar month succeeding
the Series 1996-C Closing Date, (G) 4.54%, with respect to any
Determination Date occurring after the 18th, and prior to or
during the 21st, calendar month succeeding the Series 1996-C
Closing Date, (H) 4.75%, with respect to any Determination Date
occurring after the 21st, and prior to or during the 24th,
calendar month succeeding the Series 1996-C Closing Date, (I)
4.92%, with respect to any Determination Date occurring after the
24th, and prior to or during the 27th, calendar month succeeding
the Series 1996-C Closing Date, (J) 5.08%, with respect to any
Determination Date occurring after the 27th, and prior to or
during the 30th, calendar month succeeding the Series 1996-C
Closing Date, (K) 5.18%, with respect to any Determination Date
occurring after the 30th, and prior to or during the 33rd,
calendar month succeeding the Series 1996-C Closing Date, (L)
5.28%, with respect to any Determination Date occurring after the
33rd, and prior to or during the 36th, calendar month succeeding
the Series 1996-C Closing Date, (M) 5.35%, with respect to any
Determination Date occurring after the 36th, and prior to or
during the 39th, calendar month succeeding the Series 1996-C
Closing Date, (N) 5.42%, with respect to any Determination Date
occurring after the 39th, and prior to or during the 42nd,
calendar month succeeding the Series 1996-C Closing Date, (O)
5.48%, with respect to any Determination Date occurring after the
42nd, and prior to or during the 45th calendar month succeeding
the Series 1996-C Closing Date, (P) 5.52%, with respect to any
Determination Date occurring after the 45th, and prior to or
during the 48th, calendar month succeeding the Series
7
1996-C Closing Date, (Q) 5.55%, with respect to any
Determination Date occurring after the 48th, and prior to or
during the 51st, calendar month succeeding the Series 1996-C
Closing Date, (R) 5.58%, with respect to any Determination
Date occurring after the 51st, and prior to or during the
54th, calendar month succeeding the Series 1996-C Closing
Date, (S) 5.61%, with respect to any Determination Date
occurring after the 54th, and prior to or during the 57th,
calendar month succeeding the Series 1996-C Closing Date, (T)
5.63%, with respect to any Determination Date occurring after
the 57th, and prior to or during the 60th, calendar month
succeeding the Series 1996-C Closing Date, (U) 5.64%, with
respect to any Determination Date occurring after the 60th,
and prior to or during the 63rd, calendar month succeeding the
Series 1996-C Closing Date, (V) 5.66%, with respect to any
Determination Date occurring after the 63rd, and prior to or
during the 66th, calendar month succeeding the Series 1996-C
Closing Date, (W) 5.67%, with respect to any Determination
Date occurring after the 66th, and prior to or during the
69th, calendar month succeeding the Series 1996-C Closing
Date, or (X) 5.69%, with respect to any Determination Date
occurring after the 69th calendar month succeeding the Series
1996-C Closing Date.
Section 1.2 RULES OF INTERPRETATION. The terms "hereof," "herein,"
"hereto" or "hereunder," unless otherwise modified by more specific reference,
shall refer to this Series 1996-C Supplement. Unless otherwise indicated in
context, the terms "Article," "Section" or "Exhibit" shall refer to an Article
or Section of, or Exhibit to, this Series 1996-C Supplement. The definition of
a term shall include the singular, the plural, the past, the present, the
future, the active and the passive forms of such term. A term defined herein
and used herein preceded by a Series designation, shall mean such term as it
relates to the Series designated.
ARTICLE II
CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL
Section 2.1 SERIES 1996-C CREDIT ENHANCEMENT FEE. The Series 1996-C
Sale and Servicing Agreement provides for the payment to the Seller of the
Series 1996-C Credit Enhancement Fee, to be paid to the Seller by distribution
of such amounts to the Collateral Agent for deposit and distribution pursuant to
this Agreement. The Seller and OFL hereby agree that payment of the Series
1996-C Credit Enhancement Fee in the manner and subject to the conditions set
forth herein and in the Series 1996-C Sale and Servicing Agreement is adequate
consideration and the exclusive consideration to be received by the Seller or
OFL for the obligations of the Seller pursuant hereto and the obligations of OFL
pursuant hereto (including, without limitation, the transfer by the Seller to
the Collateral Agent of the Initial Spread Account Deposit with respect to
Series 1996-C) and pursuant to the Series 1996-C Insurance Agreement. The
Seller and OFL hereby agree with the Trustee and with Financial Security that
payment of the Series 1996-C Credit Enhancement Fee to the Seller is expressly
conditioned on subordination of the Series 1996-C Credit Enhancement Fee to
payments on the Notes (if any)
8
and Certificates of any Series, payments of amounts due to Financial Security
and the other obligations of the Trusts, in each case to the extent provided
in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the
related Sale and Servicing Agreement, as applicable, and Section 3.03 of the
Spread Account Agreement, and the Security Interest of the Secured Parties in
the Series 1996-C Collateral is intended to effect and enforce such
subordination and to provide security for the Series 1996-C Secured
Obligations and subject to the terms hereof the Secured Obligations with
respect to other Series.
Section 2.2 SERIES SUPPLEMENTS. As provided in and subject to the
conditions specified in Section 2.02 of the Spread Account Agreement, the
parties hereto are entering into this Series 1996-C Supplement with respect to
the Series 1996-C Securities.
Section 2.3 GRANT OF SECURITY INTEREST BY OFL AND THE SELLER.
(a) In order to secure the performance of the Secured Obligations with
respect to each Series, the Seller (and OFL, to the extent it may have any
rights therein) hereby pledges, assigns, grants, transfers and conveys to the
Collateral Agent, on behalf of and for the benefit of the Secured Parties to
secure the Secured Obligations, a lien on and security interest in (which lien
and security interest is intended to be prior to all other liens, security
interests or other encumbrances), all of its right, title and interest in and to
the following (all being collectively referred to herein as the "Series 1996-C
Collateral"):
(i) the Series 1996-C Credit Enhancement Fee and all rights and
remedies that the Seller may have to enforce payment of the Series 1996-C
Credit Enhancement Fee whether under the Series 1996-C Sale and Servicing
Agreement or otherwise;
(ii) the Series 1996-C Spread Account established pursuant to
Section 3.1 of this Series 1996-C Supplement and Section 3.01 of the Spread
Account Agreement, and each other account owned by the Seller and
maintained by the Collateral Agent (including, without limitation, all
monies, checks, securities, investments and other documents from time to
time held in or evidencing any such accounts);
(iii) all of the Seller's right, title and interest in and to
investments made with proceeds of the property described in clauses (i) and
(ii) above, or made with amounts on deposit in the Series 1996-C Spread
Account; and
(iv) all distributions, revenues, products, substitutions,
benefits, profits and proceeds, in whatever form, of any of the foregoing.
(b) In order to effectuate the provisions and purposes of this Series
1996-C Supplement, including for the purpose of perfecting the security
interests granted hereunder, the Seller represents and warrants that it has,
prior to the execution of this Series 1996-C Supplement, executed and filed an
appropriate Uniform Commercial Code financing statement in Minnesota sufficient
to ensure that the Collateral Agent, as agent for the Secured Parties, has
9
a first priority perfected security interest in all Series 1996-C Collateral
which can be perfected by the filing of a financing statement.
ARTICLE III
SPREAD ACCOUNT
Section 3.1 ESTABLISHMENT OF SERIES 1996-C SPREAD ACCOUNT; INITIAL
DEPOSIT INTO SERIES 1996-C SPREAD ACCOUNT.
(a) On or prior to the Closing Date relating to the Series 1996-C
Certificates, the Collateral Agent shall establish with respect to Series
1996-C, at its office or at another depository institution or trust company,
an Eligible Account, designated "Spread Account--Series 1996-C--Norwest Bank
Minnesota, National Association, as Collateral Agent for Financial Security
Assurance Inc. and another Secured Party" (the "Series 1996-C Spread
Account").
(b) On the Closing Date relating to the Series 1996-C, the Collateral
Agent shall deposit the Initial Spread Account Deposit with respect to Series
1996-C received from the Seller into the Series 1996-C Spread Account.
Section 3.2 SPREAD ACCOUNT ADDITIONAL DEPOSITS. On each Subsequent
Transfer Date, the Series 1996-C Trust will, pursuant to Section 2.4 of the
Series 1996-C Sale and Servicing Agreement, deliver on behalf of the Seller the
Spread Account Additional Deposit for such Subsequent Transfer Date to the
Collateral Agent. The Collateral Agent shall deposit each such Spread Account
Additional Deposit received from the Series 1996-C Trust into the Series 1996-C
Spread Account.
ARTICLE IV
MISCELLANEOUS
Section 4.1 FURTHER ASSURANCES. Each party hereto shall take such
action and deliver such instruments to any other party hereto, in addition to
the actions and instruments specifically provided for herein, as may be
reasonably requested or required to effectuate the purpose or provisions of this
Series 1996-C Supplement or to confirm or perfect any transaction described or
contemplated herein.
Section 4.2 GOVERNING LAW. This Series 1996-C Supplement shall be
governed by and construed, and the obligations, rights and remedies of the
parties hereunder shall be determined, in accordance with the laws of the State
of New York.
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Section 4.3 COUNTERPARTS. This Series 1996-C Supplement may be executed
in two or more counterparts by the parties hereto, and each such counterpart
shall be considered an original and all such counterparts shall constitute one
and the same instrument.
Section 4.4 HEADINGS. The headings of sections and paragraphs and the
Table of Contents contained in this Series 1996-C Supplement are provided for
convenience only. They form no part of this Series 1996-C Supplement and shall
not affect its construction or interpretation.
11
IN WITNESS WHEREOF, the parties hereto have executed this Series 1996-C
Supplement as of the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By /s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By /s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By /s/ illegible signature
-------------------------------------------
Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxxx
Corporate Trust Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Corporate Trust Officer
