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Exhibit 10.22
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ROTHSCHILD ASSET-BACKED FINANCE CONDUIT V
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SPECIFIC TERMS AND CONDITIONS OF SERVICING
among
BLT FINANCE CORP. III
("Issuer")
and
BOYLE LEASING TECHNOLOGIES, INC.
("Servicer")
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
("Back-up Servicer")
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
("Indenture Trustee")
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Dated as of November 1, 1994
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SPECIFIC TERMS AND CONDITIONS OF SERVICING, dated as of November 1, 1994,
by and among BLT Finance Corp. III, a Massachusetts corporation (the "Issuer"),
Boyle Leasing Technologies, Inc., a Massachusetts corporation, as the Servicer
hereunder (the "Servicer"), Norwest Bank Minnesota, National Association, a
national banking association (the "Back-up Servicer") and Norwest Bank
Minnesota, National Association, a national banking association, as trustee (the
"Indenture Trustee") under the Indenture (defined below).
PRELIMINARY STATEMENT
This Specific Terms and Conditions of Servicing (the "Specific Servicing
Terms") is intended to incorporate by reference all of the provisions of the
Standard Terms and Conditions of Servicing attached hereto as Appendix 1 (the
"Standard Servicing Terms"). Together the Specific Servicing Terms and the
Standard Servicing Terms are intended to form the Servicing Agreement entered
into in connection with the financing described below.
The Issuer has entered into an Indenture dated as of November 1, 1994, (the
"Indenture"), with the Indenture Trustee, the Back-up Servicer and the Servicer,
pursuant to which the Issuer intends to issue one or more Series of Warehouse
Notes and Term Notes (the "Notes").
The Issuer and Leasecomm Corporation (the "Company") have entered into a
Lease Acquisition Agreement dated as of November 1, 1994 (the "Lease
Acquisition Agreement"), providing for, among other things, the contribution and
sale, from time to time, by the Company to the Issuer of all of its right, title
and interest in and to certain Lease Assets which the Issuer is and will be
pledging with the Indenture Trustee, and in which the Issuer will be granting to
the Indenture Trustee a security interest, as security for the Notes. As a
precondition to the effectiveness of such Lease Acquisition Agreement, the Lease
Acquisition Agreement requires that the Servicer, the Issuer, the Indenture
Trustee and the Back-up Servicer enter into this Agreement to provide for the
servicing of the Lease Assets.
In order to further secure the Notes, the Issuer is granting to the
Indenture Trustee a security interest in, among other things, the Issuer's
rights derived under this Servicing Agreement and the Lease Acquisition
Agreement, and the Servicer agrees that all covenants and agreements made by the
Servicer herein with respect to the Lease Assets shall also be for the benefit
and security of the Indenture Trustee and all holders from time to time of the
Notes. For its services under the Servicing Agreement, the Servicer will receive
a Servicer Fee as provided herein and in the Indenture. For its services
hereunder the Back-up Servicer will receive a Back-up Servicer Fee as provided
herein and in the Indenture.
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SECTION 1. SPECIFIC DEFINITIONS AND DESIGNATIONS
"ACH Bank": None.
"Back-up Servicer": shall initially mean Norwest Bank Minnesota,
National Association.
"Company": shall mean Leasecomm Corporation.
"Indenture Trustee": shall initially mean Norwest Bank Minnesota,
National Association.
"Initial Net Worth Standard": shall mean that the Reported Companies'
total net worth, consisting of stockholders' equity and subordinated notes, as
reflected in the most recent Reported Companies' Financial Statements, is equal
to at least $2,500,000.
"Issuer": shall mean BLT Finance Corp. III.
"Reported Companies": shall mean Boyle Leasing Technologies, Inc.,
Leasecomm Corporation, and their affiliates on a consolidated basis and in
addition, any successor Servicer appointed pursuant to the Servicing Agreement.
"Servicer": shall initially mean Boyle Leasing Technologies, Inc.
"Servicer State of Incorporation": is Massachusetts.
SECTION 2. THE SERVICER FEE
The Servicer Fee shall be equal to $2.00 per Lease Contract, per
Scheduled Payment; provided, however, that if the Servicer is anyone other than
Boyle Leasing Technologies, Inc. or one of its affiliates, (i) the Servicer Fee
shall be equal to the lesser of (a) $2.00 per Lease Contract, per Scheduled
Payment or (b) the fee provided for in Section 6.02 of the Standard Servicing
Terms and (ii) such successor Servicer shall be entitled to any Additional
Servicer Fee as provided in the Standard Servicing Terms.
SECTION 3. COMMENCEMENT OF INDEPENDENT ACCOUNTING REPORTS
The annual independent accountants' reports referred to in Section 4.03
of the Standard Servicing Terms shall commence with the fiscal year ending on
or after the date that the sum of the Aggregate Implicit Principal Balance and
the balance in the Cash Collateral Account, if any, less the Notes Outstanding
is less than the Required Collateralization Amount.
SECTION 4. MODIFICATION OF CERTAIN STANDARD SERVICING TERMS
(a) Notwithstanding the provisions of Section 3.03 of the Standard
Servicing Terms, the Servicer shall remit collections to the Trustee for deposit
in the Collection Account as described in Section 3.03 of the Standard Servicing
Terms by 12:00 noon Minneapolis time on each Monday, or if such day is not a
Business Day, on the next Business Day thereafter.
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(b) The following sentence shall be added at the end of Section 6.04:
Any default by the Servicer, other than a default with respect to required
deposits and payments in accordance with Article 3 or a default of the type
set forth in clause (vii) or (viii) of Section 6.01 (a), that is cured and
for which no notice of default is received within 30 days shall
automatically be deemed waived without necessity of a written waiver or
consent.
(c) The following sentence shall be added at the end of Section 7-04(e):
The Back-up Servicer agrees that any site visit it makes pursuant to this
Section will coincide with any site visit to be made by it to the Servicer
or the Company pursuant to similar provisions under other servicing
agreements to which they are a party.
SECTION 5. BACKUP SERVICING AND REPLACEMENT EQUIPMENT
(a) In consideration of the Servicing Fe e to be received by it
pursuant to the Servicing Agreement, Boyle Leasing Technologies, Inc. hereby
agrees to assume the lessor's obligation to provide replacement equipment under
any "loss damage waiver" provision of a Lease Contract.
(b) In consideration of the Back-up Servicer Fee to be received by it
pursuant to the Servicing Agreement, Norwest Bank Minnesota, National
Association hereby agrees that it will, upon the, occurrence of a Servicer Event
of Default with respect to Boyle Leasing Technologies, Inc., assume the lessor's
obligation to provide replacement equipment under any "loss damage waiver"
provision of a Lease Contract.
(c) Section 6.02(d) of the. Standard Servicing Terms is amended to add the
following sentence at the end thereof
Notwithstanding the foregoing, the Back-up, Servicer shall not be relieved
of its obligations under Section 5(b) of the Specific Servicing Terms.
(d) Section 7.04(e) of the Standard Servicing Terms is amended to add the
following proviso at the end of the first sentence thereof:
provided, however, that any such site visit shall be scheduled to coincide
with the annual site visit required pursuant to the Servicing Agreement
dated as of May 1, 1993, among BLT Finance Corp. II, Boyle Leasing
Technologies, Inc. and Norwest Bank Minnesota, National Association.
SECTION 6. ADDRESSES FOR NOTICES
All demands, notices and communications referred to in Section 8.04 of the
Standard Servicing Terms shall be addressed as follows:
(a) if to the Issuer, at 950 Winter Street, Waltham, Massachusetts
02154, Attention: President;
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(b) if to the Servicer, at 950 Winter Street, Waltham, Massachusetts
02154, Attention: President;
(c) if to the Back-up Servicer, at 6th & Marquette Avenue,
Minneapolis, Minnesota 55479-0069, Attention: Corporate Trust Department;
(d) if to the Indenture Trustee, at 6th Street & Marquette Avenue.
Minneapolis, Minnesota 55479-0069, Attention: Corporate Trust Department;
(e) if to any Noteholder, at its address for notices specified in the
Note Register;
(f) if to the Rating Agencies, at Standard & Poor's, 26 Broadway, New
York, NY 10004 and Moody's Investor Service, Inc., 99 Church Street, New York,
NY 10007.
Any of the Persons in subclauses (a) through (f) above may change the
address for notices hereunder by giving notice of such change to the other
Persons. Any change of address shown on the Note Register shall, after the date
of such change, be effective to change the address for such Noteholder
hereunder.
SECTION 7. SERVICING AGREEMENT COMPRISED OF SPECIFIC SERVICING TERMS AND
STANDARD SERVICING TERMS
This Specific Servicing Terms incorporates by reference all of the
provisions of the Standard Servicing Terms attached hereto as Appendix 1, which
together form the Servicing Agreement. Notwithstanding the foregoing, if any
provision of the Standard Servicing Terms conflicts with the provisions of the
Specific Servicing Terms, the provisions of the Specific Servicing Terms shall
control.
SECTION 8. COUNTERPARTS
This Servicing Agreement may be executed in one or more Counterparts all
of which together shall constitute one original document.
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IN WITNESS WHEREOF, the Issuer, the Servicer, the Back-up Servicer and the
Indenture Trustee have caused this Servicing Agreement to be duly executed by
their respective officers thereunto duly authorized as of the date and year
first above written.
NORTHWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Indenture Trustee
By: /s/ Thomas S. Maple
--------------------------------
Name: Thomas S. Maple
Title: AVP
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Back-up Servicer
By: /s/ Thomas S. Maple
--------------------------------
Name: Thomas S. Maple
Title: AVP
BLT FINANCE CORP. III
Issuer
By: /s/ JG Hines
--------------------------------
Name: JG Hines
Title: VP
BOYLE LEASING TECHNOLOGIES, INC.
Servicer
By: /s/ JG Hines
--------------------------------
Name: JG Hines
Title: VP
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Exhibit A
[Form of Monthly Servicer Report]
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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To Norwest Bank Minnesota, National Association,
as Trustee and Backup Servicer Determination Date: __________
MBIA as the Financial Guarantor
Rothschild Inc., as Placement Agent Calculation Date: __________
__________
Dear Sirs:
In accordance with Section 4.01 of the Standard Terms and Conditions of
Servicing, dated November 1, 1994, by and among Boyle Leasing Technologies, Inc.
as Servicer, Norwest Bank Minnesota, N.A., as Indenture Trustee and Backup
Servicer and BLT Finance Corp. III, as Depositor ("W"), this letter constitutes
the Monthly Servicer's Report for the Payment Date occurring on _______________
16, 1994. Unless otherwise expressly noted, all data contained herein has been
calculated as of the related Calculation Date and with respect to the related
Due Period. Reference is also made to the Standard Terms and Conditions of
Indenture, dated as of November 1, 1994 ("IN") and the Specific Terms &
Conditions of Indenture, dated November 1, 1994 by and among the Depositor and
the Servicer and the Indenture Trustee and Back-Up Servicer ("IN-SUP").
ACH ACCOUNT
Beginning Balance maintained in the ACH Account: $____________
(equals Ending Balance from prior Servicer Report)
Plus Credits to the ACH Account pursuant to the National
Automated Clearing House System
Scheduled and Overdue Payments $____________
Any other payments received under Lease Contracts $____________
Less amounts reversed out of the ACH Account $____________
Current ACH balance, net of reversals $____________
____________
DEPOSITS INTO COLLECTION ACCOUNT FOR PRIOR DUE PERIOD
DEPOSITS BY OR ON BEHALF OF THE SERVICER:
Scheduled and Overdue Payments Received under
the Lease Contracts directly by the Servicer $____________
Prepayments $____________
Residual Proceeds $____________
Recoveries $____________
Purchase Price received $____________
Guaranty Amounts $____________
Insurance Proceeds $____________
Servicer Advances $____________
Other amounts received by Servicer $____________
TOTAL $
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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TRANSFERS MADE BY TRUSTEE TO THE COLLECTION ACCOUNT
Transfer from Advance Payment Account
(per 3.03(c)(ii) of SV) $____________
Advance Payment Account Investment Earnings
(per 3.03(c)(i) of SV) $____________
Transfer from Cash Collateral Account
(per 12.03(d)(i) and (d) (iii) of IN) $____________
Collection Account Investment Earnings $____________
Transfer from ACH Account (per 3.03(b) of SV) $____________
TOTAL $____________
Amounts from other sources (e.g. Depositor reimbursement
of losses on eligible investments) $____________
TOTAL DEPOSITED INTO THE COLLECTION ACCOUNT $
(OTHER THAN PAYMENTS FROM MBIA) ============
Disbursements from Collection Account:
PRIOR TO PAYMENT OF PRINCIPAL AND INTEREST DUE
Service Fee $____________
Reinvestment Income (Collection Account and Advance
Payment Account to Servicer) $____________
Reimburse Servicer and Back-up Servicer pursuant to
Section 3.09 of SV (for costs associated with
Defaulted Leases) $____________
Pay Servicer any tax amounts deposited in ACH account
or Collection Account pursuant to Section 3.07 of SV $____________
Unreimbursed Servicer Advances now collected
Nonrecoverable Servicer Advances $____________
Trustee Fee $____________
Backup Servicer Fee $____________
MBIA Warehouse Premium $____________
MBIA Premium (starting on November 16, 1995) $____________
Total $____________
TOTAL BALANCE AVAILABLE FOR NOTEHOLDER PAYMENTS $____________
DISBURSEMENTS TO NOTEHOLDER
Total Interest Due (current and overdue) $____________
Warehouse Note Int ____________ @ ____________%
Term Notes Series ___ Int ____________
Term Notes Series ___ Int ____________
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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Principal Distribution Amount $____________
Warehouse Note Prin ____________
Term Notes Series ___ Prin ____________
Term Notes Series ___ Prin ____________
Portion covered by MBIA Policy, (for every Payment
Date before stated Maturity Date, only Interest
Due; for Stated Maturity Date, Interest due plus
outstanding Note Amount) $____________
Amounts received under the MBIA Policy (Article
8 of IN) $____________
TOTAL BALANCE AVAILABLE FOR OTHER PAYMENTS $____________
OTHER DISBURSEMENTS
Deposit to the Cash Collateral Account to its Cash
Collateral Account Required Balance (see below) $____________
Any Insurance Premiums pursuant to 12.02(d)(viii) of IN
Unpaid MBIA amounts, if any $____________
Additional Servicer Fee, if any $____________
Successor Servicer, MBIA and Trustee Transition Costs
specified in 12.02(d)(x) of IN $____________
Note Principal, if a Trigger Event has occurred
(per 12.02(d)(xi) of IN) $____________
Warehouse Note Prin ____________
Term Notes Series ___ Prin ____________
Term Notes Series ___ Prin ____________
To the Servicer amounts specified in 12.02(d)(xii) of IN $____________
To the Servicer any unreimbursed Servicer Advances $____________
To MBIA, amounts specified in the Insurance Agreement $____________
To Trustee and Back-up Servicer, amounts specified
in 12.02(d)(xiv) of IN $____________
To the Warehouse Lender, excess costs pursuant to 12.02(d)(xv) $____________
To the Depositor, any excess amount remaining in the
Collection Account $____________
ENDING BALANCE IN THE ACH ACCOUNT, AFTER TRANSFER
TO COLLECTION ACCOUNT $____________
ENDING BALANCE IN THE COLLECTION ACCOUNT $____________
SERVICER ADVANCES
Amount of Scheduled Payments not received (includes both
Scheduled Payments on Delinquent Leases as well as leases
which have become Defaulted Leases in the current
Monthly Period) $____________
Cumulative unreimbursed Servicer Advances as of the previous
Servicer Remittance Date $____________
Plus Servicer Advances for the current Monthly Period $____________
Less Aggregate amount of Servicer Advance reimbursements
for the current Monthly Period $____________
Cumulative unreimbursed Servicer Advances $____________
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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SERIES INITIAL IMPLICIT PRINCIPAL BALANCE
1994-A Series Initial IPB $24,849,171.25
_____________
1994-B Series Initial IPB $_____________
Total Initial Series IPB $_____________
_____________
Series 1994-B
NOTE INFORMATION Series 1994-A Warehouse Notes Total
-------------- --------------- -----
Initial Note Balance $18,885,370.15 $____________ ___________
_____________
Less Principal Payment $_____________ $____________ ___________
Plus Warehouse Fundings
since last Servicer Report $_____________ $____________ ___________
Ending Note Balance $_____________ $____________ ___________
MINIMUM REQUIRED COLLATERALIZATION AMOUNT:
Required Collateralization Amount,
as last calculated plus Warehouse Funding
IPB times Holdback Rate,
if any, on Payment Due $5,963,801.10
____________
REQUIRED COLLATERALIZATION AMOUNT
Floor Percentage 5.0%
---
Collateralization Percentage 26%
---
a) Minimum Required Collateralization Amount $____________
b) the greatest of A, B, or C $____________
A) Collateralization Percentage multiplied
by the Aggregate Implicit Principal
Balance $____________
B) Implicit Principal Balance of the
3 largest Customers $____________
C) Floor Percentage multiplied by the Initial
Aggregate Implicit Principal Balance $____________
Required Collateralization Amount equals the
lesser of a) or b) $___________
Actual overcollateralization amount:
(Implicit Principal Balance plus Cash Collateral
Account balance) minus the Outstanding Note Amount $___________
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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CASH COLLATERAL ACCOUNT
Beginning Balance $____________
Less Amount transferred to Collection Amount $____________
Plus Amount transferred from Collection Amount $____________
Investment Earnings on Cash Collateral Account $____________
Less amounts in excess of Cash Collateral Account Required Balance $____________
transferred to Depositor pursuant to Section 12.02(d)(ii) of IN $____________
Ending Balance $____________
Cash Collateral Account Factor 1.0067
Cash Collateral Account Required Balance:
Sum of Product of (a) Required Collateralization Amount (see below) -
(Implicit Principal Balance - ending Note balance) and (b) Cash Collateral Account
Factor or zero if a Trigger Event has occurred + initial Deposit $____________
ADVANCE PAYMENT ACCOUNT
Beginning Balance $____________
Plus amount received during the Monthly Period and Remitted by Servicer $____________
Plus Investment Earnings on Advance Payment Account $____________
Less amount transferred by Trustee to Collection Account $____________
Ending Balance $____________
IMPLICIT PRINCIPAL BALANCE DECREASE
(As of Calculation Date, for all leases acquired through Implicit
Determination Date) Principal Balance # of Contracts
----------------- --------------
Beginning Aggregate Implicit Principal Balance $24,849,171.25 14,552
-------------- ------------
Less Authorization of Scheduled Payments $_____________ ____________
Less Unamortized Implicit Principal balance of:
Defaulted Contracts $_____________ ____________
Matured Contracts $_____________ ____________
Casualty Contracts (to Extent of Insurance Proceeds) $_____________ ____________
Plus IPB of Substitute Contracts transferred into the Trust $_____________ ____________
Less IPB of Substitute Contracts transferred out of the Trust $_____________ ____________
Less IPB of Contracts repurchased by the Seller of Transferor
or purchased by the Servicer during the current Due Period $_____________ ____________
Other $_____________ ____________
Aggregate Implicit Principal Balance Decrease $_____________ ____________
Implicit Principal Balance prior to New Warehouse Fundings $_____________ ____________
Plus IPB of Lease Contracts acquired through Warehouse
Fundings $_____________ ____________
Ending Aggregate Implicit Principal Balance $_____________ ____________
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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TRIGGER EVENT CALCULATIONS:
CALCULATE ANNUALIZED DEFAULT RATE:
# of months after Servicer Advance made to declare Defaulted Lease: five
Implicit Principal Balance of Defaulted Lease Contracts during
current Due Period (including repurchased and Substitute Contracts) $____________
Less Recoveries received during the current Due Period $____________
Less Residuals $____________
Total $____________
Current Month Annualized Default Rate ______________
DETAIL ON DEFAULTED CONTRACTS (INCLUDING REPURCHASED OR SUBSTITUTED CONTRACTS):
Implicit Principal
Balance # of Contracts
------------------ --------------
Servicer did not make Advance $______________ ____________
Prior Advance Deemed Unrecoverable $______________ ____________
Prior Advance not Reimbursed by Deadline $______________ ____________
Total Defaulted Contracts $______________ ____________
CALCULATE DELINQUENCY RATE:
Implicit Implicit Number of
Delinquencies Principal Balance Principal Balance Contracts
----------------- ----------------- ---------
31-60 days delinquent $_____________ ____________ ____________
61-90 days delinquent $_____________ ____________ ____________
91-120 days delinquent $_____________ ____________ ____________
121-150 days delinquent $_____________ ____________ ____________
151-180 days delinquent $_____________ ____________ ____________
180 + days delinquent $_____________ ____________ ____________
Delinquency Rate $_____________ ____________ ____________
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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CHECK NOTE DEFAULT AND DELINQUENCY TRIGGERS:
Monthly Period
Sum of Current & Prior to
Average Immediately Immediately Immediately
Past 3 Months Preceding Month Current Month Preceding Month Preceding Month
------------- ---------------- ------------- --------------- ---------------
Annualized __________ __________ __________ __________ __________
Default Rate __________ __________ __________ __________ __________
Delinquency Rate __________ __________ __________ __________ __________
Curr Mo + Current
3 Mo Avg. Last Mo Month
--------- ------- -----
WAREHOUSE FUNDING PERIOD TRIGGER EVENTS:
Max. Def. Rates: 6.0%
----
Max. Delinq. Rate: 12.0%
----
OVERALL TRIGGER EVENTS:
Max. Def. Rates: 7.0% 21.0% 21.0%
---- ---- ----
Max Delinq. Rate: 14.5%
----
NET WORTH:
Warehouse Funding Period New Worth Minimum $4,600,000.00
-------------
Overall Net Worth Minimum $4,000,000.00
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Boyle Leasing Technologies, Inc.'s Net Worth $__________ (as of _________, 1994 (un)audited)
DETAIL ON SUBSTITUTIONS AND PURCHASES:
Cumulative Implicit
Cumulative Principal Balance
Implicit Implicit Divided by Initial
Principal Balance Principal Balance Implicit Principal Balance
----------------- ----------------- --------------------------
Leases Terminated or Prepaid and
Substituted per 4.04(d) of IN $_____________ $_____________ ___________% (<10%)
Delinquent Lease Contracts,
Substituted or Purchased per
4.04(d) of IN $_____________ $_____________ ___________% (<20.0%)
Defaulted Lease Contracts,
Substituted or Purchased per
4.04(d) of IN $_____________ $_____________ ___________% (<6.5%)
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BOYLE LEASING TECHNOLOGIES, INC. DEAL #: 1994-A
MONTHLY SERVICER REPORT MONTH: ______, 19___
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TRANSITION COSTS:
Cumulative Transition Costs Paid to Date
pursuant to 12.02(d)(x) of IN $____________
Explanatory Notes:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Contact: _______________________
Phone: _______________________
The undersigned officer of the Servicer hereby certifies that the
information contained in this Monthly Servicer Report is true and accurate in
all respects.
__________________________
Servicer
By: ______________________
Name:
Title: