SERIES 1996-D SUPPLEMENT
dated as of December 12, 1996
to
SPREAD ACCOUNT AGREEMENT
dated as of March 25, 1993,
as amended and restated
as of December 3, 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-D 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-D Spread Account; Initial
Deposit into Series 1996-D 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
Page 1
SERIES 1996-D SUPPLEMENT
SERIES 1996-D SUPPLEMENT, dated as of December 12, 1996 (the "Series
1996-D 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 December
3, 1996 (the "Spread Account Agreement"), and, as contemplated by Section
2.02 of the Spread Account Agreement, this Series 1996-D Supplement
constitutes a Series Supplement to the Spread Account Agreement so that
hereafter this Series 1996-D 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-D (the "Series 1996-D
Trust") is being formed contemporaneously herewith pursuant to the Series
1996-D Trust Agreement (as defined herein).
3. Pursuant to the Series 1996-D Sale and Servicing Agreement, the
Seller is selling to the Series 1996-D Trust all of its right, title and
interest in and to the Initial Receivables (as defined in the Series 1996-D
Sale and Servicing Agreement) and certain other Trust Property (as defined in
the Series 1996-D Trust Agreement).
4. Pursuant to the Series 1996-D Trust Agreement, the Series 1996-D
Trust is issuing the Series 1996-D Certificates (as defined herein).
Pursuant to the Series 1996-D Indenture, the Series 1996-D Trust is issuing
the Series 1996-D Notes (as defined herein).
5. The Seller has requested that Financial Security issue the Series
1996-D 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-D Notes, and has requested that Financial Security issue the
Series 1996-D Certificate Policy to Mellon Bank (DE), National Association,
as Owner Trustee under the Series
Page 2
1996-D Trust Agreement, to guarantee payment of the Guaranteed Distributions
(as defined in such Policy) on each Distribution Date in respect of the
Series 1996-D Certificates.
6. In partial consideration of the issuance of the Series 1996-D Note
Policy and the Series 1996-D 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 1996-D
Indenture.
7. The Seller is a wholly owned special purpose subsidiary of OFL. The
Series 1996-D Trust has agreed to pay the Series 1996-D 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-D Insurance Agreement (such obligations forming part of the
Series 1996-D Insurer Secured Obligations as referred to herein). The Series
1996-D Insurer Secured Obligations form part of the consideration to
Financial Security for its issuance of the Series 1996-D Policies.
8. In order to secure the performance of the Series 1996-D Secured
Obligations, to further effect and enforce the subordination provisions to
which the Series 1996-D Credit Enhancement Fee is subject, and in
consideration of the receipt of the Series 1996-D Credit Enhancement Fee, OFL
and the Seller have agreed to pledge the Series 1996-D 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:
DEFINITIONS
Section 1.1 DEFINITIONS. All terms defined in Section 1.1 of the Series
1996-D Sale and Servicing Agreement shall have the same meaning with respect
to this Series 1996-D Supplement. The following terms shall have the
following meanings:
"COLLECTION ACCOUNT SHORTFALL" means, with respect to Series 1996-D and
any Distribution Date, the Deficiency Claim Amount, as defined in the Series
1996-D Sale and Servicing Agreement, with respect to such Distribution Date.
Page 3
"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-D, 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 which occurs in a
calendar month which is a multiple of three months succeeding the Series
1996-D 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 $730,000,000 with respect to Series
1996-D.
"INITIAL SPREAD ACCOUNT DEPOSIT" means $7,300,000 for Series 1996-D.
"INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series
1996-D and any Distribution Date, an amount equal to the greater of (i) 7% of
the Series 1996-D 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 1996-D BALANCE" means, with respect to Series 1996-D and any
Distribution Date, the sum of the aggregate principal amount of the Series
1996-D Notes and the Certificate Balance with respect to Series 1996-D
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-D CERTIFICATE POLICY" means the financial guaranty insurance
policy issued by Financial Security with respect to the Series 1996-D
Certificates.
"SERIES 1996-D CERTIFICATES" means the Certificates issued on the date
hereof pursuant to the Series 1996-D Trust Agreement.
"SERIES 1996-D COLLATERAL" has the meaning specified in Section 2.3(a)
hereof.
"SERIES 1996-D CREDIT ENHANCEMENT FEE" means the amount distributable on
each Distribution Date pursuant to Section 4.6(viii) and (ix) of the Series
1996-D Sale and Servicing Agreement.
"SERIES 1996-D INDENTURE" means the Indenture, dated as of December 1,
1996, among the Series 1996-D Trust, the Trustee and the Indenture Collateral
Agent.
"SERIES 1996-D NOTE POLICY" means the financial guaranty insurance policy
issued by Financial Security with respect to the Series 1996-D Notes.
"SERIES 1996-D NOTES" means the Class A-1, Class A-2, Class A-3, Class A-4
and
Page 4
Class A-5 Notes issued pursuant to the Series 1996-D Indenture.
"SERIES 1996-D 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-D Trust Agreement.
"SERIES 1996-D RECEIVABLE" means each Receivable referenced on the
Schedule of Receivables attached to the Series 1996-D Sale and Servicing
Agreement, as supplemented from time to time during the Funding Period by one
or more Subsequent Transfer Agreements.
"SERIES 1996-D RESERVE ACCOUNT" means the Reserve Account established
pursuant to Section 4.1(d) of the Series 1996-D Sale and Servicing Agreement.
"SERIES 1996-D SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement, dated as of December 1, 1996, and attached hereto as Exhibit A,
among the Series 1996-D 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-D SECURED OBLIGATIONS" means the Insurer Secured Obligations
and the Trustee Secured Obligations with respect to Series 1996-D.
"SERIES 1996-D SECURITIES" means the Series 1996-D Notes and the Series
1996-D Certificates, collectively.
"SERIES 1996-D SPREAD ACCOUNT" means the Spread Account established
pursuant to Section 3.1(a) hereof.
"SERIES 1996-D SUPPLEMENT" means this Series 1996-D Supplement which
constitutes a Series Supplement to the Spread Account Agreement.
"SERIES 1996-D TRUST AGREEMENT" means the Trust Agreement, dated as of
December 1, 1996, among the Seller, Olympic First GP Inc., Olympic Second GP
Inc., Financial Security and the Series 1996-D Owner Trustee.
"SPREAD ACCOUNT ADDITIONAL DEPOSIT" means, with respect to Series 1996-D
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-D 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-D Notes and
the Series 1996-D Certificates will be in the highest category by such Rating
Agencies.
"SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 1996-D
Page 5
and any Distribution Date:
(i) if no Insurance Agreement Event of Default with respect to
Series 1996-D 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-D
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-D and such Distribution Date;
(ii) if (A) a Trigger Event with respect to Series 1996-D has
occurred as of the Determination Date or (B) a Trigger Event with respect
to Series 1996-D 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-D 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-D 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-D 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-D 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-D 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-D, and
(B) the Series 1996-D Balance.
"SPREAD ACCOUNT WITHDRAWAL FLOOR" means, with respect to Series 1996-D
and any Determination Date, an amount equal to the Spread Account Minimum
Amount.
"TRIGGER EVENT" means, with respect to Series 1996-D and as of a
Determination Date, the occurrence of any of the following events:
Page 6
(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-D
Closing Date, (B) 4.76%, with respect to any Determination Date
occurring after the third, and prior to or during the 6th,
calendar month succeeding the Series 1996-D Closing Date, (C)
6.66%, with respect to any Determination Date occurring after the
6th, and prior to or during the 9th, calendar month succeeding
the Series 1996-D Closing Date, (D) 8.22%, with respect to any
Determination Date occurring after the 9th, and prior to or
during the 12th, calendar month succeeding the Series 1996-D
Closing Date, (E) 8.97%, with respect to any Determination Date
occurring after the 12th, and prior to or during the 15th,
calendar month succeeding the Series 1996-D Closing Date, (F)
9.97%, with respect to any Determination Date occurring after the
15th, and prior to or during the 18th, calendar month succeeding
the Series 1996-D Closing Date, (G) 10.87%, with respect to any
Determination Date occurring after the 18th, and prior to or
during the 21st, calendar month succeeding the Series 1996-D
Closing Date, (H) 11.56%, with respect to any Determination Date
occurring after the 21st, and prior to or during the 24th,
calendar month succeeding the Series 1996-D Closing Date, (I)
12.17%, with respect to any Determination Date occurring after
the 24th, and prior to or during the 27th, calendar month
succeeding the Series 1996-D Closing Date, (J) 12.70%, with
respect to any Determination Date occurring after the 27th, and
prior to or during the 30th, calendar month succeeding the Series
1996-D Closing Date, (K) 13.09%, with respect to any
Determination Date occurring after the 30th, and prior to or
during the 33rd, calendar month succeeding the Series 1996-D
Closing Date, (L) 13.39%, with respect to any Determination Date
occurring after the 33rd, and prior to or during the 36th,
calendar month succeeding the Series 1996-D Closing Date, (M)
13.65%, with respect to any Determination Date occurring after
the 36th, and prior to or during the 39th, calendar month
succeeding the Series 1996-D Closing Date, (N) 13.81%, with
respect to any Determination Date occurring after the 39th, and
prior to or during the 42nd, calendar month succeeding the Series
1996-D Closing Date, (O) 13.96%, with respect to any
Determination Date occurring after the 42nd, and prior to or
during the 45th calendar month succeeding the Series 1996-D
Closing Date, (P) 14.08%, with
Page 7
respect to any Determination Date occurring after the 45th, and
prior to or during the 48th, calendar month succeeding the Series
1996-D Closing Date, (Q) 14.15%, with respect to any Determination
Date occurring after the 48th, and prior to or during the 51st,
calendar month succeeding the Series 1996-D Closing Date, (R)
14.21%, with respect to any Determination Date occurring after the
51st, and prior to or during the 54th, calendar month succeeding
the Series 1996-D Closing Date, (S) 14.25%, with respect to any
Determination Date occurring after the 54th, and prior to or
during the 57th, calendar month succeeding the Series 1996-D
Closing Date, (T) 14.28%, with respect to any Determination Date
occurring after the 57th, and prior to or during the 60th,
calendar month succeeding the Series 1996-D Closing Date, (U)
14.30%, with respect to any Determination Date occurring after
the 60th, and prior to or during the 63rd, calendar month
succeeding the Series 1996-D Closing Date, (V) 14.32%, with
respect to any Determination Date occurring after the 63rd, and
prior to or during the 66th, calendar month succeeding the Series
1996-D Closing Date, (W) 14.33%, with respect to any
Determination Date occurring after the 66th, and prior to or
during the 69th, calendar month succeeding the Series 1996-D
Closing Date, or (X) 14.35%, with respect to any Determination
Date occurring after the 69th calendar month succeeding the
Series 1996-D Closing Date; or
(iii) the Cumulative Net Loss Rate shall be equal to or greater
than (A) 1.34%, with respect to any Determination Date
occurring prior to or during the third calendar month
succeeding the Series 1996-D Closing Date, (B) 2.33%, with
respect to any Determination Date occurring after the third,
and prior to or during the 6th, calendar month succeeding the
Series 1996-D Closing Date, (C) 3.14%, with respect to any
Determination Date occurring after the 6th, and prior to or
during the 9th, calendar month succeeding the Series 1996-D
Closing Date, (D) 3.74%, with respect to any Determination
Date occurring after the 9th, and prior to or during the
12th, calendar month succeeding the Series 1996-D Closing
Date, (E) 4.08%, with respect to any Determination Date
occurring after the 12th, and prior to or during the 15th,
calendar month succeeding the Series 1996-D Closing Date, (F)
4.40%, with respect to any Determination Date occurring after
the 15th, and prior to or during the 18th, calendar month
succeeding the Series 1996-D Closing Date, (G) 4.65%, with
respect to any Determination Date occurring after the 18th,
and prior to or during the 21st, calendar month succeeding
the Series 1996-D Closing Date, (H) 4.85%,
Page 8
with respect to any Determination Date occurring after the
21st, and prior to or during the 24th, calendar month
succeeding the Series 1996-D Closing Date, (I) 5.01%, with
respect to any Determination Date occurring after the 24th,
and prior to or during the 27th, calendar month succeeding
the Series 1996-D Closing Date, (J) 5.16%, with respect to any
Determination Date occurring after the 27th, and prior to or
during the 30th, calendar month succeeding the Series 1996-D
Closing Date, (K) 5.26%, with respect to any Determination
Date occurring after the 30th, and prior to or during the
33rd, calendar month succeeding the Series 1996-D Closing
Date, (L) 5.36%, with respect to any Determination Date
occurring after the 33rd, and prior to or during the 36th,
calendar month succeeding the Series 1996-D Closing Date,
(M) 5.43%, with respect to any Determination Date occurring
after the 36th, and prior to or during the 39th, calendar
month succeeding the Series 1996-D Closing Date, (N) 5.51%,
with respect to any Determination Date occurring after the
39th, and prior to or during the 42nd, calendar month
succeeding the Series 1996-D Closing Date, (O) 5.58%, with
respect to any Determination Date occurring after the 42nd,
and prior to or during the 45th calendar month succeeding the
Series 1996-D Closing Date, (P) 5.62%, with respect to any
Determination Date occurring after the 45th, and prior to or
during the 48th, calendar month succeeding the Series 1996-D
Closing Date, (Q) 5.65%, with respect to any Determination
Date occurring after the 48th, and prior to or during the
51st, calendar month succeeding the Series 1996-D Closing
Date, (R) 5.68%, with respect to any Determination Date
occurring after the 51st, and prior to or during the 54th,
calendar month succeeding the Series 1996-D Closing Date,
(S) 5.72%, with respect to any Determination Date occurring
after the 54th, and prior to or during the 57th, calendar
month succeeding the Series 1996-D Closing Date, (T) 5.74%,
with respect to any Determination Date occurring after the
57th, and prior to or during the 60th, calendar month
succeeding the Series 1996-D Closing Date, (U) 5.75%, with
respect to any Determination Date occurring after the 60th,
and prior to or during the 63rd, calendar month succeeding
the Series 1996-D Closing Date, (V) 5.77%, with respect to
any Determination Date occurring after the 63rd, and prior to
or during the 66th, calendar month succeeding the Series
1996-D Closing Date, (W) 5.78%, with respect to any
Determination Date occurring after
Page 9
the 66th, and prior to or during the 69th, calendar month
succeeding the Series 1996-D Closing Date, or (X) 5.80%, with
respect to any Determination Date occurring after the 69th
calendar month succeeding the Series 1996-D 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-D 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-D 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
CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL
Section 2.1 SERIES 1996-D CREDIT ENHANCEMENT FEE. The Series 1996-D
Sale and Servicing Agreement provides for the payment to the Seller of the
Series 1996-D 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-D Credit Enhancement Fee in the manner and subject
to the conditions set forth herein and in the Series 1996-D 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-D) and pursuant to
the Series 1996-D Insurance Agreement. The Seller and OFL hereby agree with
the Trustee and with Financial Security that payment of the Series 1996-D
Credit Enhancement Fee to the Seller is expressly conditioned on
subordination of the Series 1996-D Credit Enhancement Fee to payments on the
Notes (if any) 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-D Collateral is intended to effect and
enforce such subordination and to provide security for the Series 1996-D
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-D Supplement with respect
to the Series 1996-D 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-D Collateral"):
(i) the Series 1996-D Credit Enhancement Fee and all rights
and remedies that the Seller may have to enforce payment of the Series
1996-D Credit Enhancement Fee whether under the Series 1996-D Sale and
Servicing Agreement or otherwise;
(ii) the Series 1996-D Spread Account established pursuant to
Section 3.1 of this Series 1996-D Supplement and Section 3.01 of the Spread
Page 10
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-D
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-D 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-D 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 a
first priority perfected security interest in all Series 1996-D Collateral which
can be perfected by the filing of a financing statement.
ARTICLE
SPREAD ACCOUNT
Section 3.1 ESTABLISHMENT OF SERIES 1996-D SPREAD ACCOUNT; INITIAL
DEPOSIT INTO SERIES 1996-D SPREAD ACCOUNT.
(a) On or prior to the Closing Date relating to the Series 1996-D
Certificates, the Collateral Agent shall establish with respect to Series
1996-D, at its office or at another depository institution or trust company,
an Eligible Account, designated "Spread Account--Series 1996-D--Norwest Bank
Minnesota, National Association, as Collateral Agent for Financial Security
Assurance Inc. and another Secured Party" (the "Series 1996-D Spread
Account").
(b) On the Closing Date relating to the Series 1996-D, the
Collateral Agent shall deposit the Initial Spread Account Deposit with
respect to Series 1996-D received from the Seller into the Series 1996-D
Spread Account.
Section 3.2 SPREAD ACCOUNT ADDITIONAL DEPOSITS. On each Subsequent
Transfer Date, the Series 1996-D Trust will, pursuant to Section 2.4 of the
Series 1996-D 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
Page 11
received from the Series 1996-D Trust into the Series 1996-D Spread Account.
ARTICLE
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-D Supplement or to confirm or perfect any transaction
described or contemplated herein.
Section 4.2 GOVERNING LAW. This Series 1996-D 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.
Section 4.3 COUNTERPARTS. This Series 1996-D 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-D Supplement are provided for
convenience only. They form no part of this Series 1996-D Supplement and
shall not affect its construction or interpretation.
Page 12
IN WITNESS WHEREOF, the parties hereto have executed this Series 1996-D
Supplement as of the date set forth on the first page hereof.
OLYMPIC FINANCIAL LTD.
By
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
OLYMPIC RECEIVABLES FINANCE CORP.
By
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
FINANCIAL SECURITY ASSURANCE INC.
By
----------------------------------
Authorized Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Corporate Trust Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Collateral Agent
By
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Corporate Trust Officer