Exhibit-4.2
YIELD SUPPLEMENT AGREEMENT
First Security Auto Grantor Trust 1997-A
c/o Bankers Trust Company, as Trustee
and as Collateral Agent
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Attn: Corporate Trust and Agency Group
[ ], 1997
Ladies and Gentlemen:
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, we (the "Seller") hereby confirm arrangements
made as of the date hereof with you (the "Trust") to be effective upon receipt
by the Seller of the enclosed copy of this letter agreement (as amended,
supplemented or otherwise modified and in effect from time to time, the "Yield
Supplement Agreement").
1. On or prior to the Determination Date preceding each Distribution
Date, the Servicer shall notify the Trust and the Seller of the Yield Supplement
Amount for such Distribution Date.
2. The Seller agrees to establish a Yield Supplement Account
pursuant to Article V of the Pooling and Servicing Agreement, dated as of
__________, 1997 (as amended, supplemented or otherwise modified and in effect
from time to time, the "Pooling and Servicing Agreement") by and among the
Seller, in its individual capacity and as a servicer (the "Servicer"), and
Bankers Trust Company, a New York banking corporation, as trustee thereunder
(the "Trustee") and as collateral agent with respect to the Reserve Account and
the Yield Supplement Account, and the Seller hereby agrees to deposit to the
Certificate Account an amount equal to the Yield Supplement Amount prior to
11:00 a.m. (New York time) on each Distribution Date. If and to the extent that
such amounts shall not have been paid by the Seller in full at or prior to 11:00
a.m. (New York time), then, in such event, pursuant to Section 5.2(d) of the
Pooling and Servicing Agreement, the Trustee shall instruct the Collateral Agent
to withdraw the amount of any such insufficiency from the Yield Supplement
Account and deposit such funds to the Certificate Account.
3. All payments pursuant hereto shall be made by federal wire
transfer (same day) funds or in immediately available funds, to the Certificate
Account (as the Trustee on behalf of the Trust designates in writing to the
Seller prior to the relevant Distribution Date).
4. Our agreements set forth in this Yield Supplement Agreement are
our primary obligations and such obligations are irrevocable, absolute and
unconditional, shall not be subject to any counterclaim, setoff or defense
(other than full and strict compliance by us with our obligations hereunder) and
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstances or condition
whatsoever.
5. This Yield Supplement Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to any choice of law or conflict of law rules or provisions (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
6. Except as otherwise provided herein, all demands, notices and
communi cations under this Yield Supplement Agreement shall be in writing,
personally delivered, sent by telecopier, Federal Express or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon
receipt. All notices shall be directed as set forth below, or to such other
address or to the attention of such other Person as the relevant party shall
have designated for such purpose in a written notice.
The Trust:
First Security Auto Grantor Trust 1997-A
c/o Bankers Trust Company, as Trustee
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Attention: Corporate Trust and Agency Group
Telecopy: [ ]
The Seller:
First Security Bank, N.A.
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Attention: [ ]
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
7. This Yield Supplement Agreement may be executed in one or more
counter parts and by the different parties hereto on separate counterparts, each
of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute one and the same document.
8. Capitalized terms used herein but not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.
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If the foregoing satisfactorily sets forth the terms and conditions
of our agreement, please indicate your acceptance thereof by signing in the
space provided below and returning to us the enclosed duplicate original of this
letter.
Very truly yours,
FIRST SECURITY BANK, N.A.
By: ____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
Agreed and accepted as of
the date first above written:
FIRST SECURITY AUTO GRANTOR TRUST 1997-A
By: Bankers Trust Company,
as Trustee and as Collateral Agent
By: __________________________________
Authorized Signatory
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