Exhibit 4.2
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GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
and
_________________________
Trustee
on behalf of the Series 1995-1 Certificateholders
_________________________
SERIES 1995-1 SUPPLEMENT
Dated as of ________________, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of ________________, 1995
_________________________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class A
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class B
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class C
$__________ 0% Floorplan Receivable Trust
Certificates, Series 1995-1, Class D
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TABLE OF CONTENTS
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Page
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SECTION 1. Designation.......................................... 1
SECTION 2. Definitions.......................................... 1
SECTION 3. Optional Repurchase.................................. 17
SECTION 4. Delivery and Payment for the Series 1995-1
Certificates......................................... 17
SECTION 5. Form of Delivery of Series 1995-1 Certificates....... 17
SECTION 6. Article IV of Agreement.............................. 17
ARTICLE IV
Rights of Certificateholders and
--------------------------------
Allocation and Application of Collections
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Section 4.4 Rights of Certificateholders......................... 18
Section 4.5 Collections and Allocation; Payments on
Exchangeable Transferor Certificate.................. 18
Section 4.6 Determination of Monthly Interest for the Series
1995-1 Certificates.................................. 19
Section 4.7 Determination of Principal Amounts................... 21
Section 4.8 Shared Principal Collections......................... 23
Section 4.9 Application of Funds on Deposit in the
Collection Account for the Certificates.............. 23
Section 4.10 Coverage of Required Amount for the Series
1995-1 Certificates.................................. 31
Section 4.11 Payment of Certificate Interest...................... 32
Section 4.12 Payment of Certificate Principal..................... 32
Section 4.13 Investor Charge-Offs................................. 33
Section 4.14 Reallocated Principal Collections for the
Series 35 1995-1 Certificates........................ 34
Section 4.15 Determination of LIBOR............................... 35
Section 4.16 Class C Limited Guaranty............................. 36
Section 4.17 Expense Reserve...................................... 36
Section 4.18 Establishment of Expense Reserve Account............. 37
SECTION 7. Article V of the Agreement................................... 38
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ARTICLE V
Distributions and Reports to Investor Certificateholders
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Section 5.1 Distributions...................................... 38
Section 5.2 Certificateholders' Statement...................... 39
SECTION 8. Series 1995-1 Pay Out Events............................ 41
SECTION 9. Series 1995-1 Termination............................... 42
SECTION 10. Legends; Transfer and Exchange; Restrictions on
Transfer of Series 1995-1 Certificates; Tax Treatment... 42
SECTION 11. Ratification of Agreement............................... 45
SECTION 12. Registration of the Class A Certificates under the
Securities Exchange Act of 1934......................... 45
SECTION 13. Counterparts............................................ 45
SECTION 14. Governing Law........................................... 46
SECTION 15. Instructions in Writing................................. 46
EXHIBITS
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EXHIBIT A Form of Class A Investor Certificate
EXHIBIT B Form of Class B Investor Certificate
EXHIBIT C Form of Class C Investor Certificate
EXHIBIT D Form of Class D Investor Certificate
EXHIBIT E Form of Monthly Certificateholder's Statement
EXHIBIT F Form of 144A Exchange Notice and Certification
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SERIES 1995-1 SUPPLEMENT, dated as of _________________, 1995 (the "Series
Supplement") by and among GREEN TREE FLOORPLAN FUNDING CORP., a corporation
organized and existing under the laws of the State of Delaware, as Transferor
(the "Transferor"), GREEN TREE FINANCIAL CORPORATION, a corporation organized
and existing under the laws of Delaware, as Servicer (the "Servicer"), and
________________, a _________________ organized and existing under the laws of
____________, as trustee (together with its successors in trust thereunder as
provided in the Agreement referred to below, the "Trustee") under the Pooling
and Servicing Agreement dated as of ________________, 1995 (as supplemented, the
"Agreement") among the Transferor, the Servicer and the Trustee.
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor, for execution and redelivery to the Trustee for
authentication, of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and shall specify the Principal
Terms thereof.
SECTION 1. Designation. There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known generally as the "Series 1995-1 Certificates." The Series 1995-1
Certificates shall be issued in four Classes, which shall be designated
generally as the Floating Rate Floorplan Receivable Trust Certificates, Series
1995-1, Class A (the "Class A Certificates"), the Floating Rate Floorplan
Receivable Trust Certificates, Series 1995-1, Class B (the "Class B
Certificates"), the Floating Rate Floorplan Receivable Trust Certificates,
Series 1995-1, Class C (the "Class C Certificates") and the Floating Rate
Floorplan Receivable Trust Certificates, Series 1995-1, Class D (the "Class D
Certificates").
SECTION 2. Definitions. 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 Series Supplement shall govern
with respect to the Series 1995-1 Certificates. All Article, Section or
subsection references herein shall mean Article, Section or subsections of the
Agreement, as amended or supplemented by this Series Supplement, except as
otherwise provided herein. All capitalized terms not otherwise defined herein
are defined in the Agreement. Each capitalized term defined herein shall relate
only to the Series 1995-1 Certificates and no other Series of Certificates
issued by the Trust.
"Accumulation Shortfall shall mean, with respect to any Monthly Period, the
difference, if any, between (i) the amount deposited in the Principal Account
for the
preceding Monthly Period and (ii) the Controlled Deposit Amount for the
preceding Monthly Period.
"ABC Fixed/Floating Allocation Percentage" shall mean for any Business Day
the percentage equivalent of a fraction, the numerator of which is the sum of
the Class A Invested Amount, the Class B Invested Amount and the Class C
Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
Principal Receivables and the amount on deposit in the Excess Funding Account at
the end of the preceding Business Day and (b) the sum of the numerators used to
calculate the allocation percentages with respect to Principal Receivables for
all Series.
"ABC Investor Default Amount" shall mean an amount equal to the product of
(a) the sum of the Class A Floating Allocation Percentage, the Class B Floating
Allocation Percentage and the Class C Floating Allocation Percentage applicable
on such Business Day and (b) the aggregate Default Amount identified since the
prior reporting date.
"Additional Interest" shall mean, at any time of determination, the sum of
Class A Additional Interest, Class B Additional Interest and Class C Additional
Interest.
"Available Series 1995-1 Interest Collections" shall have the meaning
specified in subsection 4.9(a) of the Agreement.
"Base Rate" shall mean the sum of (i) the average of the Class A
Certificate Rate, the Class B Certificate Rate and the Class C Certificate Rate
weighted by the unpaid principal amount of each respective class of Certificates
plus (ii) 2% per annum.
"Carryover Class A Interest" shall mean (a) any Class A Interest due but
not paid on any previous Distribution Date plus (b) any Class A Additional
Interest.
"Carryover Class B Interest" shall mean (a) any Class B Interest due but
not paid on any previous Distribution Date plus (b) any Class B Additional
Interest.
"Carryover Class C Interest" shall mean (a) any Class C Interest due but
not paid on any previous Distribution Date plus (b) any Class C Additional
Interest.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Certificateholder" shall mean the Person in whose name a Class A
Certificate is registered in the Certificate Register.
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Class A Certificateholders' Interest" shall mean the portion of the Series
1995-1 Certificateholder's Interest evidenced by the Class A Certificates.
"Class A Certificate Rate" shall mean __% per annum above LIBOR determined
on November __, 1995 for the period from November __, 1995 through December 14,
1995, and from December 15, 1995, through January 14, 1996 and with respect to
each Interest Period thereafter, a per annum rate __% in excess of LIBOR as
determined on the related LIBOR Determination Date, but in no event in excess of
__% per annum.
"Class A Certificates" shall mean any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Controlled Accumulation Amount" shall mean $__________.
"Class A Controlled Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the Class A Controlled Accumulation Amount
plus the Class A Deficit Controlled Accumulation Amount determined on the
preceding Distribution Date, if any.
"Class A Deficit Controlled Accumulation Amount" shall mean zero on the
initial Distribution Date and, on any subsequent Distribution Date, the excess,
if any, of (i) the Class A Controlled Distribution Amount over (ii)(a) any
amount on deposit in the Excess Funding Account allocated to the Class A
Certificates on such day pursuant to subsection 4.9(d), (b) any amounts in
respect of ABC Investor Default Amounts and Class A Investor Charge-Offs, Class
B Investor Charge-Offs, Class C Investor Charge-Offs and Class D Investor
Charge-Offs paid on such day and (c) Shared Principal Collections allocable to
the Class A Certificates, if any, and (d) the product of the ABC Fixed/Floating
Allocation Percentage and the aggregate amount of Principal Collections
collected during the preceding Monthly Period.
"Class A Floating Allocation Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust and the amounts on deposit in the Excess Funding
Account as of the end of the preceding Business Day and (b) when used with
respect to Principal Collections only, the sum of the numerators with respect to
all Classes of all Series then outstanding used to calculate the applicable
allocation percentage.
"Class A Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class A Certificates, which is $__________.
"Class A Interest" shall mean the interest distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.6(a).
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"Class A Interest Shortfall" shall have the meaning specified in subsection
4.6(a).
"Class A Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to (a) the Class A Initial Invested Amount (i)
during the Revolving Period in connection with the addition of Receivables to
the Trust or (ii) at the end of the Revolving Period for deposit into the Excess
Funding Account, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such Business Day, minus (c) the aggregate
amount of Class A Investor Charge-Offs for all prior Distribution Dates, plus
(d) the sum of the aggregate amount allocated with respect to Class A Investor
Charge-Offs and available on all prior Distribution Dates pursuant to subsection
4.9(a)(vii), and, with respect to such subsection and pursuant to subsections
4.10(a) and (b) of the Agreement, for the purpose of reinstating amounts reduced
pursuant to the foregoing clause (c).
"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.13(d).
"Class A Investor Percentage" shall mean, for any Business Day, (a) with
respect to Interest Receivables and Defaulted Receivables at any time or
Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the ABC Fixed/Floating Allocation Percentage.
"Class A Percentage" shall mean a fraction the numerator of which is the
Class A Invested Amount and the denominator of which is the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount.
"Class A Principal" shall mean the principal distributable in respect of
the Class A Certificates as calculated in accordance with subsection 4.7(a).
"Class A Required Amount" shall mean the amount determined by the Servicer
on each Business Day equal to the excess, if any, of (x) the sum of (i) Class A
Interest for the then current Monthly Period, (ii) any Carryover Class A
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class A Floating Allocation Percentage of the Servicing
Fee for the then current Monthly Period and (iv) the Class A Floating Allocation
Percentage of the Default Amount, if any, for such Business Day and, to the
extent not previously paid, for any previous Business Day in such Monthly Period
over (y) the Available Series 1995-1 Interest Collections plus any Excess
Interest Collections from other Series and any Transferor Interest Collections
allocated with respect to the amounts described in clauses (x)(i) through (iv).
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"Class A Scheduled Payment Date" shall mean the ________, 199__
Distribution Date.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Certificateholder" shall mean the Person in whose name a Class B
Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the Series
1995-1 Certificateholders' Interest evidenced by the Class B Certificates.
"Class B Certificate Rate" shall mean ___% per annum above LIBOR determined
on November __, 1995 for the period from November __, 1995 through December 14,
1995, and from December 15, 1995, through January 14, 1996 and with respect to
each Interest Period thereafter, a per annum rate ___% in excess of LIBOR, as
determined on the related LIBOR Determination Date, but not in excess of ___%
per annum.
"Class B Certificates" shall mean any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit B hereto.
"Class B Controlled Accumulation Amount" shall mean $__________.
"Class B Controlled Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to the Class B Controlled Accumulation Amount
plus the Class B Deficit Controlled Accumulation Amount determined on the
preceding Distribution Date, if any.
"Class B Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(ii).
"Class B Deficit Controlled Accumulation Amount" shall mean zero on the
initial Distribution Date and, on any subsequent Distribution Date, the excess,
if any, of (i) the Class B Controlled Distribution Amount over (ii) (a) any
amount on deposit in the Excess Funding Account allocated to the Class B
Certificates on such day pursuant to subsection 4.9(d), (b) any amounts in
respect of ABC Investor Default Amounts or Class B Investor Charge-Offs, Class C
Investor Charge-Offs and Class D Investor Charge-Offs paid on such day and (c)
Shared Principal Collections allocable to the Class B Certificates, if any, and
(d) the product of the ABC Fixed/Floating Allocation Percentage and the
aggregate amount of Principal Collections collected during the preceding Monthly
Period.
"Class B Fixed/Floating Allocation Percentage" shall mean, with respect to
any Business Day, the percentage equivalent of a fraction, the numerator of
which is
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the Class B Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables and the amount on deposit in the
Excess Funding Account at the end of the preceding Business Day and (b) the sum
of the numerators used to calculate the allocation percentages with respect to
Principal Collections for all Series.
"Class B Floating Allocation Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust and the amount on deposit in the Excess Funding Account
as of the end of the preceding Business Day and (b) when used with respect to
Principal Collections only, the sum of the numerators with respect to all
Classes of all Series then outstanding used to calculate the applicable
allocation percentage.
"Class B Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $_________.
"Class B Interest" shall mean the interest distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.6(b).
"Class B Interest Shortfall" shall have the meaning specified in subsection
4.6(b).
"Class B Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to (a) the Class B Initial Invested Amount (i)
during the Revolving Period in connection with the addition of Receivables to
the Trust or (ii) at the end of the Revolving Period for deposit into the Excess
Funding Account, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such Business Day, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Distribution Dates, minus
(d) the aggregate amount of Reallocated Class B Principal Collections for which
neither the Class D Invested Amount nor the Class C Invested Amount has been
reduced for all prior Business Days, plus (e) the sum of the aggregate amount
allocated and available on all prior Business Days pursuant to subsection
4.9(a)(x), and, with respect to such subsection and pursuant to subsections
4.10(a) and (b) of the Agreement, for the purpose of reinstating amounts
reduced pursuant to the foregoing clauses (c) and (d).
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.13(c).
"Class B Investor Percentage" shall mean, for any Distribution Date, (a)
with respect to Interest Receivables and Defaulted Receivables at any time or
Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage
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and (b) with respect to Principal Receivables during the Controlled Accumulation
Period, the ABC Fixed/Floating Allocation Percentage.
"Class B Percentage" shall mean a fraction the numerator of which is the
Class B Invested Amount and the denominator of which is the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount.
"Class B Principal" shall mean the principal distributable in respect of
the Class B Certificates as calculated in accordance with subsection 4.7(b).
"Class B Principal Commencement Date" shall mean the earlier of (a) the
Distribution Date in the Controlled Accumulation Period on which the Class A
Invested Amount is paid in full or, if there are no Principal Collections
allocable to the Series 1995-1 Investor Certificates remaining after payments
have been made to the Class A Certificates on such Distribution Date, the
Distribution Date following the Distribution Date on which the Class A Invested
Amount is paid in full and (b) the Distribution Date following a sale or
repurchase of the Receivables as set forth in Sections 2.4(e), 9.2, 10.2, 12.1
or 12.2 of the Agreement and Section 3 of this Series Supplement.
"Class B Required Amount" shall mean the amount determined by the Servicer
on each Business Day equal to the excess, if any, of (x) the sum of (i) Class B
Interest for the then current Monthly Period, (ii) any Carryover Class B
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class B Floating Allocation Percentage of the Servicing
Fee for the then current Monthly Period and (iv) the Class B Floating Allocation
Percentage of the Default Amount, if any, for such Business Day and, to the
extent not previously paid, for any previous Business Day in such Monthly Period
over (y) the Available Series 1995-1 Interest Collections plus any Excess
Interest Collections from other Series and any Transferor Interest Collections
allocated with respect to the amounts described in clauses (x)(i) through (iv).
"Class B Scheduled Payment Date" shall mean the ________, 199__
Distribution Date.
"Class C Additional Interest" shall have the meaning specified in
subsection 4.6(c).
"Class C Certificateholder" shall mean the Person in whose name a Class C
Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" shall mean the portion of the Series
1995-1 Certificateholders' Interest evidenced by the Class C Certificates.
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"Class C Certificate Rate" shall mean ___% per annum from November __, 1995
through December 14, 1995, and from December 15, 1995 through January 14, 1996
and with respect to each Interest Period thereafter, a per annum rate ___% in
excess of LIBOR as determined on the related LIBOR Determination Date, but in no
event in excess of ___% per annum.
"Class C Certificates" shall mean any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
"Class C Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(iii).
"Class C Expected Final Payment Date" shall mean the __________, 199___
Distribution Date.
"Class C Fixed/Floating Allocation Percentage" shall mean, with respect to
any Business Day, the percentage equivalent of a fraction, the numerator of
which is the Class C Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables and the amount on deposit in the
Excess Funding Account at the end of the preceding Business Day and (b) the sum
of the numerators used to calculate the allocation percentages with respect to
Principal Collections for all Series.
"Class C Floating Allocation Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust and the amount on deposit in the Excess Funding Account
as of the end of the preceding Business Day and (b) when used with respect to
Principal Collections only, the sum of the numerators with respect to all
Classes of all Series then outstanding used to calculate the applicable
allocation percentage.
"Class C Guaranty Payment" shall mean (i) with respect to any Distribution
Date prior to the Distribution Date on which the Class B Invested Amount is paid
in full, the amount, if any, by which the Class C Interest allocable to the
Class C Certificates with respect to any Interest Accrual Period exceeds the
amount available on such Distribution Date for payment to the Class C
Certificateholders; or (ii) with respect to any Distribution Date on or after
the Distribution Date on which the Class B Invested Amount has been paid in
full, the amount, if any, by which the sum of (a) the Class C Interest allocable
to the Class C Certificates with respect to any Interest Accrual Period and (b)
the Class C Principal allocable to the Class C Certificates on such
Distribution Date exceeds the amount available on such Distribution Date for
payment to the Class C Certificateholders.
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"Class C Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class C Certificates, which is $__________.
"Class C Interest" shall mean the interest distributable in respect of the
Class C Certificates as calculated in accordance with subsection 4.6(c).
"Class C Interest Shortfall" shall have the meaning specified in subsection
4.6(c).
"Class C Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to (a) the Class C Initial Invested Amount (i)
during the Revolving Period in connection with the addition of Receivables to
the Trust or (ii) at the end of the Revolving Period for deposit into the Excess
Funding Account, minus (b) the aggregate amount of principal payments made to
Class C Certificateholders prior to such Business Day, minus (c) the aggregate
amount of Class C Investor Charge-Offs for all prior Distribution Dates, minus
(d) the aggregate amount of Reallocated Class C Principal Collections for which
the Class D Invested Amount has not been reduced for all prior Business Days
plus (e) the sum of the aggregate amount allocated and available on all prior
Business Days pursuant to subsection 4.9(a)(xi) and, with respect to such
subsection, pursuant to subsections 4.10(a) and (b), for the purpose of
reinstating amounts reduced pursuant to the foregoing clauses (c) and (d).
"Class C Investor Charge-Offs" shall have the meaning specified in
subsection 4.13(b).
"Class C Investor Percentage" shall mean, for any Distribution Date, (a)
with respect to Interest Receivables and Defaulted Receivables at any time or
Principal Receivables during the Revolving Period, the Class C Floating
Allocation Percentage and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the ABC Fixed/Floating Allocation Percentage.
"Class C Limited Guaranty" shall mean the obligation of Green Tree to make
Class C Guarantee Payments pursuant to Section 4.16.
"Class C Percentage" shall mean a fraction the numerator of which is the
Class C Invested Amount and the denominator of which is the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount.
"Class C Principal" shall mean the principal distributable in respect of
the Class C Certificates as calculated in accordance with subsection 4.7(c).
"Class C Principal Commencement Date" shall mean the earlier of (a) the
Distribution Date in the Controlled Accumulation Period on which the Class B
Invested Amount is paid in full or, if there are no Principal Collections
allocable to the Series 1995-1 Investor Certificates remaining after payments
have been made to
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the Class B Certificates on such Distribution Date, the Distribution Date
following the Distribution Date on which the Class B Invested Amount is paid in
full and (b) the Distribution Date following a sale or repurchase of the
Receivables as set forth in Sections 2.4(e), 9.2, 10.2, 12.1 or 12.2 of the
Agreement and Section 3 of this Series Supplement.
"Class C Required Amount" shall mean the amount determined by the Servicer
on each Business Day equal to the excess, if any, of (x) the sum of (i) Class C
Interest for the then current Monthly Period, (ii) any Carryover Class C
Interest previously due but not paid to the Class C Certificateholders on a
prior Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class C Floating Allocation Percentage of the Servicing
Fee for the then current Monthly Period and (iv) the Class C Floating Allocation
Percentage of the Default Amount, if any, for such Business Day and, to the
extent not previously paid, for any previous Business Day in such Monthly Period
over (y) the Available Series 1995-1 Interest Collections plus any Excess
Interest Collections from other Series and any Transferor Interest Collections
allocated with respect to the amounts described in clauses (x)(i) through (iv).
"Class D Certificateholder" shall mean the Person in whose name a Class D
Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest" shall mean the portion of the Series
1995-1 Certificateholders' Interest evidenced by the Class D Certificates.
"Class D Certificates" shall mean any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit D hereto.
"Class D Fixed/Floating Allocation Percentage" shall mean, with respect to
any Business Day, the percentage equivalent of a fraction, the numerator of
which is the Class D Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables and the amount on deposit in the
Excess Funding Account as of the end of the preceding Business Day and (b) the
sum of the numerators used to calculate the allocation percentages with respect
to Principal Collections for all Series.
"Class D Floating Allocation Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables and the amount on deposit in the Excess Funding Account at the end
of the preceding Business Day and (b) when used with respect to Principal
Collections only, the sum of the numerators with respect to all Classes of all
Series then outstanding used to calculate the applicable allocation percentage.
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"Class D Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class D Certificates, which is $__________.
"Class D Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to (a) the Class D Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to Class D
Certificateholders prior to such Business Day, minus (c) the aggregate amount of
Class D Investor Charge-Offs for all prior Distribution Dates, minus (d) the
aggregate amount of Reallocated Principal Collections for all prior Business
Days, plus (e) the sum of the aggregate amount allocated and available on all
prior Business Days pursuant to subsection 4.9(a)(xii) and, with respect to such
subsection, pursuant to subsections 4.10(a) and (b) for the purpose of
reinstating amounts reduced pursuant to the foregoing clauses (c) and (d).
"Class D Investor Charge-Offs" shall have the meaning specified in
subsection 4.13(a).
"Class D Investor Default Amount" shall mean an amount equal to the product
of (a) the Class D Floating Allocation Percentage applicable on such Business
Day and (b) the aggregate Default Amount identified since the prior reporting
date.
"Class D Investor Percentage" shall mean, for any Business Day, (a) with
respect to Interest Receivables and Defaulted Receivables at any time or
Principal Receivables during the Revolving Period, the Class D Floating
Allocation Percentage and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Class D Fixed/Floating Allocation
Percentage.
"Class D Principal" shall mean the principal distributable in respect of
the Class D Certificates as calculated in accordance with subsection 4.7(d).
"Class D Principal Commencement Date" shall mean the earlier of (a) the
Distribution Date on which the Class C Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1995-1 Investor
Certificates remaining after payments have been made to the Class C Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class C Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in Sections
2.4(e), 9.2, 10.2, 12.1 and 12.2 of the Agreement and Section 3 of this Series
Supplement.
"Closing Date" shall mean November __, 1995.
"Controlled Accumulation Period" shall mean, with respect to the Series
1995-1 Certificates, unless a Pay Out Event shall have occurred with respect to
such Series prior thereto, the period commencing on the Controlled Accumulation
Period Commencement Date and ending upon the earliest to occur of (x) the
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payment in full to the Investor Certificateholders of the Invested Amount, and
(y) the Series 1995-1 Termination Date.
"Controlled Accumulation Period Commencement Date" shall mean, if the
Controlled Accumulation Period has not been postponed pursuant to Section __,
the ________, 199__ Distribution Date.
"Controlled Deposit Amount" shall mean, with respect to any Business Day,
an amount equal to the sum of (i) the Controlled Accumulation Amount for the
related Monthly Period plus (ii) the Accumulation Shortfall, if any, for the
related Monthly Period.
"Distribution Date" shall mean December 15, 1995 and the fifteenth day of
each month thereafter, or if such day is not a Business Day, the next succeeding
Business Day.
"Early Amortization Period" shall mean the period beginning on the earlier
of (a) the day on which a Pay Out Event occurs or is deemed to have occurred and
(b) the Class A Scheduled Payment Date if the Class A Invested Amount has not
been paid in full on such date, or the Class B Scheduled Payment Date if the
Class B Invested Amount has not been paid in full on such date, the Class C
Expected Final Payment Date if the Class C Invested Amount has not been paid in
full on such date, and ending on the earlier of (i) the date on which the Class
A Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount have been paid in full and (ii) the Termination
Date.
"Early Amortization Period Commencement Date" shall mean the earlier of (a)
the Class A Scheduled Payment Date if the Class A Invested Amount has not been
paid in full on such date or the Class B Scheduled Payment Date if the Class B
Invested Amount has not been paid in full on such date or (b) the Pay Out
Commencement Date.
"Enhancement" shall mean, with respect to the Class A Certificates, the
subordination of the Class B Invested Amount, the Class C Invested Amount, and
the Class D Invested Amount, with respect to the Class B Certificates, the
subordination of the Class C Invested Amount and the Class D Invested Amount,
and with respect to the Class C Certificates, the Limited Guaranty of Green Tree
and the subordination of the Class D Invested Amount.
"Excess Interest Collections" shall mean, with respect to any Business Day,
as the context requires, either (x) the amount described in subsection
4.9(a)(xiv) allocated to the Series 1995-1 Certificates but available to cover
shortfalls in amounts paid from Interest Collections for other Series, if any or
(y) the aggregate amount of Interest Collections allocable to other Series in
excess of the amounts necessary to make required payments with respect to such
Series, if any, and available to cover shortfalls with respect to the Series
1995-1 Certificates.
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"Expense Reserve Account" shall have the meaning specified in subsection
4.18(a).
"Expense Reserve Trigger" shall have the meaning specified in Section 4.17.
"Fixed/Floating Allocation Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
Principal Receivables and the amount on deposit in the Excess Funding Account as
of the end of the preceding Business Day and (b) the sum of the numerators used
to calculate allocation percentages with respect to Principal Receivables for
all Series.
"Floating Allocation Percentage" shall mean, with respect to any Business
Day, the sum of the applicable Class A Floating Allocation Percentage, Class B
Floating Allocation Percentage, Class C Floating Allocation Percentage, and
Class D Floating Allocation Percentage for such Business Day.
"Initial Invested Amount" shall mean the aggregate initial principal amount
of the Investor Certificates of Series 1995-1, which is $__________.
"Interest Accrual Period" shall mean, with respect to a Distribution Date,
the period from and including the preceding Distribution Date to and excluding
such Distribution Date; provided, however, that the initial Interest Accrual
Period shall be the period from the Closing Date to and excluding the first
Distribution Date.
"Invested Amount" shall mean, when used with respect to any Business Day,
an amount equal to the sum of (a) the Class A Invested Amount as of such
Business Day, (b) the Class B Invested Amount as of such Business Day, (c) the
Class C Invested Amount as of such Business Day and (d) the Class D Invested
Amount as of such Business Day.
"Investor Certificateholder" shall mean the Holder of record of an Investor
Certificate of Series 1995-1.
"Investor Certificates" shall mean the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates.
"Investor Charge-Offs" shall mean the sum of Class A Investor Charge-Offs,
Class B Investor Charge-Offs, Class C Investor Charge-Offs and Class D Investor
Charge-Offs.
"Investor Default Amount" shall mean, with respect to each Business Day, an
amount equal to the product of the Default Amount identified since the prior
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reporting date and the Floating Allocation Percentage applicable for such
Business Day.
"Investor Percentage" shall mean for any Business Day, (a) with respect to
Interest Receivables and Defaulted Receivables at any time or Principal
Receivables during the Revolving Period, the Floating Allocation Percentage and
(b) with respect to Principal Receivables during the Controlled Accumulation
Period, the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"LIBOR" shall mean, for any Interest Period, the London interbank offered
quotations for one-month Dollar deposits determined by the Trustee for each
Interest Accrual Period in accordance with the provisions of Section 4.15.
"LIBOR Determination Date" shall mean the second Business Day prior to the
commencement of the second and each subsequent Interest Accrual Period. For
purposes of this definition, a Business Day is any day on which banks in London
and New York are open for the transaction of international business.
"Minimum Retained Percentage" shall mean 2%.
"Minimum Transferor Percentage" shall mean 0%; provided, however, that in
certain circumstances such percentage may be increased.
"Monthly Period" shall have the meaning specified in the Agreement, except
that the first Monthly Period with respect to the Series 1995-1 Certificates
shall begin on and include the Closing Date and shall end on and include
__________, 1995.
"Negative Carry Amount" shall have the meaning specified in subsection
4.10(a).
"Paying Agent" shall mean, for the Series 1995-1 Certificates, __________
and Banque de Luxembourg.
"Pay Out Commencement Date" shall mean the date on which a Trust Pay Out
Event is deemed to occur pursuant to Section 9.1 of the Agreement or a Series
1995-1 Pay Out Event is deemed to occur pursuant to Section 8 of this Series
Supplement.
"Portfolio Yield" shall mean for the Series 1995-1 Certificates, with
respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of the aggregate
amount of Available Series 1995-1 Interest Collections for such Monthly Period
(minus the Floating Allocation Percentage of the portion of Interest Collections
for such period described in clause (D) of the definition thereof), calculated
on a cash basis, minus
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the aggregate Investor Default Amount for such Monthly Period, and the
denominator of which is the average daily Invested Amount during the preceding
Monthly Period.
"Principal Shortfalls" shall mean on any Business Day (x) for Series 1995-
1, (i) during the Controlled Accumulation Period on or prior to the Class C
Principal Commencement Date, the excess of the Class A Controlled Distribution
Amount or the Class B Controlled Distribution Amount, as applicable, over the
aggregate amount applied with respect thereto for such Business Day and for each
prior Business Day in such Monthly Period, and (ii) at all other times, the
Invested Amount of the class then receiving principal payments after the
application of Principal Collections on such Business Day or (y) for any other
Series the amounts specified as such in the Supplement for such other Series.
"Rating Agency" shall mean Standard & Poor's Ratings Services, a Division
of the XxXxxx-Xxxx Companies, Inc., and Xxxxx'x Investors Service, Inc.
"Reallocated Class B Principal Collections" shall have the meaning
specified in subsection 4.14(c).
"Reallocated Class C Principal Collections" shall have the meaning
specified in subsection 4.14(b).
"Reallocated Class D Principal Collections" shall have the meaning
specified in subsection 4.14(a).
"Reallocated Principal Collections" shall mean the sum of Reallocated Class
B Principal Collections, Reallocated Class C Principal Collections and
Reallocated Class D Principal Collections.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Invested Amount on such Distribution
Date, (ii) accrued and unpaid interest on the unpaid principal balance of the
Series 1995-1 Certificates (calculated on the basis of the outstanding principal
balance of the Series 1995-1 Certificates and the Certificate Rate through the
day preceding such Distribution Date) and (iii) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed to the Series 1995-1 Certificateholders on a
prior Distribution Date.
"Required Amount" shall have the meaning specified in Section 4.10.
"Revolving Period" shall mean the period from and including the Closing
Date to, but excluding, the earlier of (a) the Controlled Accumulation Period
Commencement Date and the Early Amortization Period Commencement Date.
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"Scheduled Series 1995-1 Termination Date" shall mean the _________ 200__
Distribution Date.
"Series 1995-1" shall mean the Series of the Green Tree Floorplan
Receivables Master Trust represented by the Series 1995-1 Certificates.
"Series 1995-1 Certificateholder" shall mean the holder of record of any
Series 1995-1 Investor Certificate.
"Series 1995-1 Certificateholders' Interest" shall have the meaning
specified in Section 4.4.
"Series 1995-1 Pay Out Event" shall have the meaning specified in Section 8
of this Series Supplement.
"Series 1995-1 Termination Date" shall mean the earlier to occur of (i) the
day after the Distribution Date on which the Series 1995-1 Certificates are paid
in full, or (ii) the Scheduled Series 1995-1 Termination Date.
"Series Servicing Fee Percentage" shall mean 2.00% per annum.
"Servicing Fee" shall mean for any Monthly Period, an amount equal to the
product of (i) one-twelfth, (ii) the applicable Series Servicing Fee Percentage
and (iii) the Invested Amount as of the preceding Record Date, or, in the case
of the first Distribution Date, the Initial Invested Amount.
"Shared Principal Collections" shall mean, as the context requires, either
(i) the amount allocated to the Series 1995-1 Investor Certificates which, in
accordance with subsections 4.9(b) and 4.9(c)(v), may be applied in accordance
with Section 4.3(e) or (ii) the amounts allocated to the investor certificates
(other than Transferor Retained Certificates) of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover Principal Shortfalls
with respect to the Series 1995-1 Investor Certificates.
"Termination Payment Date" shall mean the earlier of the first Distribution
Date following the liquidation or sale of the Receivables as a result of an
Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination
Date.
"Transferor Interest Collections" shall mean on any Business Day the
product of (a) the Interest Collections for such Business Day, (b) the
Transferor Percentage and (c) the Series Allocation Percentage.
"Transferor Retained Certificates" shall mean investor certificates of any
Series, including the Class D Certificates, which the Transferor retains, but
only to the extent that and for so long as the Transferor is the Holder of such
Certificates.
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SECTION 3. Optional Repurchase.
(a) On any Distribution Date occurring after the date on which the Invested
Amount is reduced to 10% of the principal amount of the Certificates on the
Closing Date or less, the Transferor shall have the option, subject to the
condition set forth in paragraph (c), to purchase the entire, but not less than
the entire, Series 1995-1 Certificateholders' Interest, at a purchase price
equal to the Reassignment Amount for such Distribution Date.
(b) The Transferor shall give the Servicer and the Trustee at least 10
days' prior written notice of the Distribution Date on which the Transferor
intends to exercise such purchase option. Not later than 12:00 noon, New York
City time, on such Distribution Date the Transferor shall deposit the
Reassignment Amount into the Collection Account in immediately available funds.
Such purchase option is subject to payment in full of the Reassignment Amount.
The Reassignment Amount shall be distributed as set forth in Section 12.3 of the
Agreement.
(c) If at the time the Transferor exercises its purchase option hereunder
the Transferor's long-term unsecured debt has a rating lower than the lowest
investment grade rating of the Rating Agency, the Transferor shall deliver to
the Trustee on such Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Series 1995-1 Certificateholders' Interest
purchased by the Transferor constitutes fair value for the consideration paid
therefor and as to the solvency of the Transferor, the purchase of the Series
1995-1 Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.
SECTION 4. Delivery and Payment for the Series 1995-1 Certificates. The
Transferor shall execute and deliver the Series 1995-1 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 1995-1 Certificates to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of the Agreement.
SECTION 5. Form of Delivery of Series 1995-1 Certificates. The Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates, shall be delivered as Registered Certificates as provided in
Section 6.1 of the Agreement.
SECTION 6. Article IV of Agreement. Sections 4.1 and 4.3 of the Agreement
shall read in their entirety as provided in the Agreement. Section 4.2 of the
Agreement shall read in its entirety as provided in the Agreement except that
the following additional sentence shall be added at the end of subsection
4.2(b): "On the Initial Closing Date the Transferor shall make an initial
deposit to the Interest Funding Account in the amount of $__________." Article
IV of the Agreement
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(except for Sections 4.1, 4.2 and 4.3 thereof) shall read in its entirety as
follows and shall be applicable only to the Series 1995-1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
--------------------------------
ALLOCATION AND APPLICATION OF COLLECTIONS
-----------------------------------------
Section 4.4 Rights of Certificateholders. The Series 1995-1 Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Series 1995-1 Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Allocation Percentage and the Fixed/Floating
Allocation Percentage (as applicable from time to time) of Collections available
in the Collection Account, (b) funds allocable to the Series 1995-1 Certificates
on deposit in the Excess Funding Account and (c) funds on deposit in the
Interest Funding Account, the Principal Account and the Distribution Account
(for such Series, the "Series 1995-1 Certificateholders' Interest"). The Class
B Invested Amount, the Class C Invested Amount and the Class D Invested Amount
shall be subordinated to the Class A Certificates, the Class C Invested Amount
and the Class D Invested Amount shall be subordinated to the Class B
Certificates, and the Class D Invested Amount shall be subordinated to the Class
C Certificates, in each case to the extent provided in this Article IV. The
Class B Certificates will not have the right to receive payments of principal
until the Class A Invested Amount has been paid in full. The Class C
Certificates will not have the right to receive payments of principal until the
Class A Invested Amount and the Class B Invested Amount have been paid in full.
The Class D Certificates will not have the right to receive payments of
principal until the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount have been paid in full.
Section 4.5 Collections and Allocation; Payments on Exchangeable
Transferor Certificate.
(a) Collections. The Servicer will apply or will instruct the Trustee to
apply all funds on deposit in the Collection Account and the Excess Funding
Account allocable to the Series 1995-1 Certificates, and all funds on deposit in
the Interest Funding Account, the Principal Account and the Distribution Account
maintained for this Series, as described in this Article IV.
(b) Payments to the Holder of the Exchangeable Transferor Certificate. On
each Business Day, the Servicer shall determine whether a Pay Out Event is
deemed to have occurred with respect to the Series 1995-1 Certificates, and the
Servicer shall allocate and pay Collections in accordance with the Daily Report
with respect to such Business Day to the Holder of the Exchangeable Transferor
Certificate as follows:
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(i) For each Business Day with respect to the Revolving Period, in
addition to amounts allocated and paid to the Holder of the Exchangeable
Transferor Certificate or pursuant to subsection 4.3(b) of the Agreement,
an amount equal (x) to the product of the Class D Floating Allocation
Percentage and the amount of Principal Collections on such Business Day,
minus (y) the Reallocated Class D Principal Collections;
(ii) For each Business Day with respect to the Controlled
Accumulation Period prior to the Business Day on which an amount equal to
the Class C Invested Amount has been deposited in the Principal Account to
be applied to the payment of Class C Principal, in addition to amounts
allocated and paid to the Holder of the Exchangeable Transferor Certificate
pursuant to subsection 4.3(b) of the Agreement, an amount equal to (x) the
product of the Class D Fixed/Floating Allocation Percentage and the amount
of Principal Collections on such Business Day minus (y) the Reallocated
Class D Principal Collections; and
(iii) For each Business Day on and after the day on which
Principal Collections are being deposited in the Principal Account pursuant
to Section 4.9(c)(iv), the amount of payments of Principal Collections made
to the Holder of the Exchangeable Transferor Certificate shall be
determined only as provided in subsection 4.3(b) of the Agreement.
Notwithstanding the foregoing, amounts payable to the Transferor pursuant
to subsection 4.5(b)(i) or (ii) shall instead be deposited in the Excess Funding
Account to the extent necessary to prevent the Transferor Interest from being
less than the Minimum Transferor Interest.
The allocations to be made pursuant to this subsection 4.5(b) also apply to
deposits into the Collection Account that are treated as Collections, including
payment of the reassignment price pursuant to Section 2.4(d) of the Agreement
and proceeds from the sale, disposition or liquidation of the Receivables
pursuant to Section 9.2, 10.2, 12.1 or 12.2 of the Agreement and Section 3 of
this Series Supplement. Such deposits to be treated as Collections will be
allocated as Interest Receivables or Principal Receivables as provided in the
Agreement.
Section 4.6 Determination of Monthly Interest for the Series 1995-1
Certificates.
(a) The amount of monthly interest (the "Class A Interest") allocable to
the Class A Certificates with respect to any Interest Accrual Period shall be an
amount equal to the product of (i) the Class A Certificate Rate and (ii) a
fraction, the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360 and (iii) the
principal balance of the Class A Certificates as of the close of business on the
first day of such Interest Accrual Period.
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On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class A Interest Shortfall") equal to the
excess, if any, of (x) the Class A Interest for the Interest Accrual Period
applicable to the Distribution Date over (y) the amount available to be paid to
the Class A Certificateholders in respect of interest on such Distribution
Date. If there is a Class A Interest Shortfall with respect to any Distribution
Date, an additional amount ("Class A Additional Interest") shall be payable as
provided herein with respect to the Class A Certificates on each Distribution
Date following such Distribution Date, to and including the Distribution Date on
which such Class A Interest Shortfall is paid to Class A Certificateholders,
equal to the product of (i) the Class A Certificate Rate and (ii) such Class A
Interest Shortfall remaining unpaid calculated on the basis of a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
Class A Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest (the "Class B Interest") allocable to
the Class B Certificates with respect to any Interest Accrual Period shall be an
amount equal to the product of (i) the Class B Certificate Rate and (ii) a
fraction, the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360 and (iii) the Class
B Invested Amount as of the close of business on the first day of such Interest
Accrual Period; provided, however, that with respect to any Distribution Date
related to the Revolving Period the amount described in clause (iii) shall be
the outstanding principal balance of the Class B Certificates on the first day
of such Interest Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class B Interest Shortfall") equal to the
excess, if any, of (x) the aggregate Class B Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders, equal to the product of (i) the Class B Certificate Rate and
(ii) such Class B Interest Shortfall remaining unpaid calculated on the basis of
a fraction, the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to Class B Certificateholders only to the extent permitted by
applicable law.
(c) The amount of monthly interest (for the Series 1995-1 Certificates, the
"Class C Interest") allocable to the Class C Certificates of the Series 1995-1
Certificates
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with respect to any Interest Accrual Period shall be an amount
equal to the product of (i) the Class C Certificate Rate and (ii) a fraction,
the numerator of which is the actual number of days in the related Interest
Accrual Period and the denominator of which is 360 and (iii) the Class C
Invested Amount as of the close of business on the first day of such Interest
Accrual Period; provided, however, that with respect to any Distribution Date
related to the Revolving Period the amount described in clause (iii) shall be
the outstanding principal balance of the Class C Certificates on the first day
of such Interest Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class C Interest Shortfall") equal to the
excess, if any, of (x) the aggregate Class C Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class C Additional Interest") shall be
payable as provided herein with respect to the Class C Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class C Interest Shortfall is paid to Class C
Certificateholders, equal to the product of (i) the Class C Certificate Rate and
(ii) such Class C Interest Shortfall remaining unpaid (which amount shall be
reduced by any Class C Guaranty Payment made on such Distribution Date)
calculated on the basis of a fraction, the numerator of which is the actual
number of days in the related Interest Accrual Period and the denominator of
which is 360. Notwithstanding anything to the contrary herein, Class C
Additional Interest shall be payable or distributed to Class C
Certificateholders only to the extent permitted by applicable law.
Section 4.7 Determination of Principal Amounts.
(a) The amount of principal (the "Class A Principal") distributable from
the Distribution Account with respect to the Class A Certificates on each
Distribution Date during the Controlled Accumulation Period shall be equal to an
amount calculated as follows: the sum of (i) an amount equal to the product of
the ABC Fixed/Floating Allocation Percentage and the aggregate amount of
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) with respect to the
preceding Monthly Period, (ii) any amount on deposit in the Excess Funding
Account allocated to the Class A Certificates pursuant to subsection 4.9(d) of
the Agreement, with respect to the preceding Monthly Period, (iii) the amount,
if any, allocated to the Class A Certificates pursuant to subsections 4.9(a)(v),
(vii), (x), (xi) and (xii) of the Agreement and, with respect to such
subsections, pursuant to subsections 4.10(a) and (b) and 4.14(a), (b) and (c) of
the Agreement, and (iv) the amount of Shared Principal Collections allocated to
the Class A Certificates with respect to the preceding Monthly Period pursuant
to Section 4.3(e) of the Agreement; provided, however, that with respect to any
Distribution Date during the Controlled Accumulation Period, Class A Principal
may not exceed the Class A Controlled Distribution
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Amount for such Distribution Date; provided, further, that with respect to any
Distribution Date, Class A Principal may not exceed the Class A Invested Amount;
provided, further, that with respect to the Scheduled Series 1995-1 Termination
Date, the Class A Principal shall be an amount equal to the Class A Invested
Amount.
(b) The amount of principal (the "Class B Principal") distributable from
the Distribution Account with respect to the Class B Certificates on each
Distribution Date on or after the Class A Scheduled Payment Date shall equal an
amount calculated as follows: the sum of (i) an amount equal to the product of
the ABC Fixed/ Floating Allocation Percentage and the aggregate amount of
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) with respect to the
preceding Monthly Period (or, in the case of the first Distribution Date
following the date on which an amount equal to the Class A Invested Amount is
deposited in the Principal Account to be applied to the payment of Class A
Principal, the ABC Fixed/Floating Allocation Percentage of Principal Collections
from the date on which such deposit is made), (ii) any amount on deposit in the
Excess Funding Account allocated to the Class B Certificates pursuant to
subsection 4.9(d) of the Agreement with respect to the preceding Monthly Period,
(iii) the amount, if any, allocated to the Class B Certificates pursuant to
subsections 4.9(a)(v), (x), (xi) and (xii) of the Agreement and, with respect to
such subsections, pursuant to subsections 4.10(a) and (b) and 4.14(a) and (b) of
the Agreement with respect to such Distribution Date and (iv) the amount of
Shared Principal Collections allocated to the Class B Certificates with respect
to the preceding Monthly Period pursuant to Section 4.3(e) of the Agreement on
or after the Class A Scheduled Payment Date; provided, however, that, with
respect to any Distribution Date during the Controlled Accumulation Period,
Class B Principal may not exceed the Class B Controlled Distribution Amount for
such Distribution Date; provided, further, that with respect to any Distribution
Date, Class B Principal may not exceed the Class B Invested Amount; provided,
further, that with respect to the Scheduled Series 1995-1 Termination Date, the
Class B Principal shall be an amount equal to the Class B Invested Amount.
(c) The amount of principal (the "Class C Principal") distributable from
the Distribution Account with respect to the Class C Certificates on each
Distribution Date, beginning on or after the Class C Principal Commencement
Date, shall be an amount equal to and calculated as follows: the sum of (i) an
amount equal to the product of the ABC Fixed/ Floating Allocation Percentage and
the aggregate amount of Principal Collections (less the amount of Reallocated
Class C Principal Collections) with respect to the preceding Monthly Period (or,
in the case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to be
applied to the payment of Class B Principal, the ABC Fixed/Floating Allocation
Percentage of Principal Collections from the date on which such deposit is
made), (ii) any amounts on deposit in the Excess Funding Account allocated to
the Class C Certificates pursuant to subsection 4.9(d) of the Agreement, with
respect to the preceding Monthly Period,
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(iii) the amount, if any, allocated to the Class C Certificates pursuant to
subsections 4.9(a)(v), (xi) and (xii) of the Agreement with respect to such
Distribution Date and (iv) the amount of Shared Principal Collections allocated
to the Class C Certificates with respect to the preceding Monthly Period
pursuant to Section 4.3(e) of the Agreement on and after the Class C Principal
Commencement Date; provided that with respect to any Distribution Date, Class C
Principal may not exceed the Class C Invested Amount; provided, further, that
with respect to the Scheduled Series 1995-1 Termination Date, the Class C
Principal shall be an amount equal to the Class C Invested Amount.
(d) The amount of principal (the "Class D Principal") distributable from
the Distribution Account with respect to the Class D Certificates on each
Distribution Date, beginning with the Class D Principal Commencement Date, shall
be an amount equal to and calculated as follows: the sum of (i) an amount equal
to the product of the Class D Fixed/Floating Allocation Percentage of Principal
Collections (less the amount of Reallocated Class D Principal Collections) with
respect to the preceding Monthly Period (or, in the case of the first
Distribution Date following the date on which an amount equal to the Class C
Invested Amount is deposited in the Principal Account to be applied to the
payment of Class C Principal, the Class D Fixed/Floating Allocation Percentage
of Principal Collections from the date on which such deposit is made), (ii) any
amount on deposit in the Excess Funding Account allocated to the Class D
Certificates pursuant to subsection 4.9(d) of the Agreement with respect to the
preceding Monthly Period, and (iii) the amount, if any, allocated to the Class D
Certificates pursuant to subsections 4.9(a)(vi) and (xii) of the Agreement and,
with respect to such subsections, pursuant to subsection 4.10(a) and (b) of the
Agreement with respect to such Distribution Date; provided, however, that with
respect to the Scheduled Series 1995-1 Termination Date, the Class D Principal
shall be an amount equal to the Class D Invested Amount.
Section 4.8 Shared Principal Collections. Shared Principal Collections
allocated to the Series 1995-1 Certificates and to be applied pursuant to
subsections 4.9(c)(i)(y), 4.9(c)(ii)(y), 4.9(c)(iii)(y) and 4.9(c)(iv)(z) for
any Business Day with respect to the Controlled Accumulation Period shall mean
an amount equal to the product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the numerator of which is the
Principal Shortfall for the Series 1995-1 Certificates for such Business Day and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect to the
Revolving Period, Shared Principal Collections allocated to the Series 1995-1
Certificates shall be zero.
Section 4.9 Application of Funds on Deposit in the Collection Account for
the Certificates.
(a) On each Business Day, the Servicer shall deliver to the Trustee a Daily
Report in which it shall instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions, shall withdraw the extent of the
amount of the
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Floating Allocation Percentage of Interest Collections available in the
Collection Account (the "Available Series 1995-1 Interest Collections") required
to be withdrawn from the Collection Account pursuant to subsections 4.9(a)(i)
through 4.9(a) (xiv).
(i) Class A Interest. On each Business Day during a Monthly Period,
the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the Class
A Certificateholders, to the extent of the Available Series 1995-1 Interest
Collections for such Business Day, an amount equal to the lesser of (x) the
Available Series 1995-1 Interest Collections and (y) the excess of (1) the
sum of Class A Interest and Carryover Class A Interest over (2) any amounts
with respect thereto previously deposited into the Interest Funding Account
on any prior Business Day during such Monthly Period. Notwithstanding
anything to the contrary herein, the portion of Carryover Class A Interest
that constitutes Class A Additional Interest shall be payable or
distributable to Class A Certificateholders only to the extent permitted by
applicable law.
(ii) Class B Interest. On each Business Day during a Monthly Period,
the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the Class
B Certificateholders, to the extent of any Available Series 1995-1 Interest
Collections remaining after giving effect to the withdrawal pursuant to
subsection 4.9(a)(i), an amount equal to the lesser of (x) any such
remaining Available Series 1995-1 Interest Collections and (y) the excess
of (1) the sum of Class B Interest and Carryover Class B Interest over (2)
any amounts with respect thereto previously deposited into the Interest
Funding Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, the portion of Carryover
Class B Interest that constitutes Class B Additional Interest shall be
payable or distributable to Class B Certificateholder only to the extent
permitted by applicable law.
(iii) Class C Interest. On each Business Day during a Monthly
Period, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and deposit into the
Interest Funding Account for distribution on the next Distribution Date to
the Class C Certificateholders, to the extent of any Available Series
1995-1 Interest Collections remaining after giving effect to the withdrawal
pursuant to subsections 4.9(a)(i) and (ii), an amount equal to the lesser
of (x) any such remaining Available Series 1995-1 Interest Collections and
(y) the excess of (1) the sum of Class C Interest and Carryover Class C
Interest over (2) any amounts with respect thereto previously deposited
into the Interest Funding Account on any prior Business Day during such
Monthly Period. Notwithstanding anything to the contrary herein, the
portion of Carryover
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Class C Monthly Interest that constitutes Class C Additional Interest shall
be payable or distributable to Class C Certificateholders only to the
extent permitted by applicable law.
(iv) Investor Servicing Fee. On each Business Day on which Green Tree
or an Affiliate of Green Tree is not the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of any
Available Series 1995-1 Interest Collections remaining after giving effect
to the withdrawals pursuant to subsections 4.9(a)(i) through (iii), an
amount equal to the lesser of (x) any such remaining Available Series
1995-1 Interest Collections and (y) the excess of (i) the Servicing Fee for
such Monthly Period plus any unpaid Servicing Fees from prior Monthly
Periods over (ii) any amounts with respect thereto previously distributed
to the Servicer during such Monthly Period.
(v) ABC Investor Default Amount. On each Business Day, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Collection Account, to the extent of any Available Series 1995-1
Interest Collections remaining after giving effect to the withdrawals
pursuant to subsections 4.9(a)(i) through (iv), an amount equal to the
lesser of (x) any such remaining Available Series 1995-1 Interest
Collections and (y) the sum of (1) the aggregate ABC Investor Default
Amount for such Business Day plus (2) the unpaid ABC Investor Default
Amount for each previous Business Day during such Monthly Period, such
amount to be (A) treated as Shared Principal Collections during the
Revolving Period, and (B) to the extent allocated to Class A Principal,
Class B Principal or Class C Principal pursuant to Section 4.7 during the
Controlled Accumulation Period, deposited in the Principal Account for
distribution to the applicable Class or Classes of Certificateholders on
the next Distribution Date.
(vi) Class D Investor Default Amount. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account, to the extent of any Available Series
1995-1 Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (v), an amount equal
to the lesser of (x) any such remaining Available Series 1995-1 Interest
Collections and (y) the sum of (1) the aggregate Class D Investor Default
Amount for such Business Day plus (2) the unpaid Class D Investor Default
Amount for each previous Business Day during such Monthly Period, such
amount to be (A) paid to the Transferor during the Revolving Period and the
Controlled Accumulation Period prior to the payment in full of the Class C
Invested Amounts and (B) to the extent allocated to Class D Principal
pursuant to Section 4.7 during the Controlled Accumulation Period following
the payment in full of the Class C Invested Amount, deposited in the
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Principal Account for distribution to the Class D Certificateholders on the
next Distribution Date.
(vii) Reimbursement of Class A Investor Charge-Offs. On each
Business Day, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account, to the extent of any
Available Series 1995-1 Interest Collections remaining after giving effect
to the withdrawals pursuant to subsections 4.9(a)(i) through (vi), an
amount equal to the lesser of (x) any such remaining Available Series
1995-1 Interest Collections and (y) the unreimbursed Class A Investor
Charge-Offs, if any, will be applied to reimburse Class A Investor
Charge-Offs, such amount during the Revolving Period to be treated as
Shared Principal Collections, and during the Controlled Accumulation Period
on and prior to the day on which an amount equal to the Class A Invested
Amount is deposited in the Principal Account, to be deposited in the
Principal Account for distribution to the Class A Certificateholders on the
next Distribution Date.
(viii) Unpaid Class B Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class B Certificateholders on the next
Distribution Date, to the extent of any Available Series 1995-1 Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (vii), an amount equal to the lesser of (x)
any such remaining Available Series 1995-1 Interest Collections and (y) the
sum of (1) the amount of interest which has accrued with respect to the
outstanding aggregate principal amount of the Class B Certificates at the
Class B Certificate Rate but which has not been deposited into the Interest
Funding Account or paid to the Class B Certificateholders and (2) any
additional interest (to the extent permitted by applicable law) at the
Class B Certificate Rate accrued on interest that was due during a prior
Monthly Period pursuant to this subsection but was not deposited in the
Interest Funding Account or paid to the Class B Certificateholders.
(ix) Unpaid Class C Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class C Certificateholders on the next
Distribution Date, to the extent of any Available Series 1995-1 Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (viii), an amount equal to the lesser of (x)
any such remaining Available Series 1995-1 Interest Collections and (y) the
sum of (1) the amount of interest which has accrued with respect to the
outstanding aggregate principal amount of the Class C Certificates at the
Class C Certificate Rate but which has not been deposited into the Interest
Funding Account or paid to the Class C Certificateholders and (2) any
additional interest (to the extent permitted by
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applicable law) at the Class C Certificate Rate accrued on interest that
was due during a prior Monthly Period pursuant to this subsection but was
not deposited in the Interest Funding Account or paid to the Class C
Certificateholders.
(x) Reimbursement of Class B Investor Charge-Offs. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Available
Series 1995-1 Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (ix), an amount equal
to the lesser of (x) any such remaining Available Series 1995-1 Interest
Collections and (y) the unreimbursed amount by which the Class B Invested
Amount has been reduced on prior Business Days pursuant to clauses (c) and
(d) of the definition of Class B Invested Amount, if any, such amount, (i)
during the Revolving Period, to be treated as Shared Principal Collections,
(ii) during the Controlled Accumulation Period, on and prior to the day on
which an amount equal to the Class A Invested Amount is deposited in the
Principal Account, to be deposited in the Principal Account for
distribution to the Class A Certificateholders on the next Distribution
Date, and (iii) during the Controlled Accumulation Period, on and after the
day on which such deposit has been made and on and prior to the day on
which the Class B Invested Amount has been deposited in the Principal
Account, to be deposited in the Principal Account for payment to the Class
B Certificateholders on the next Distribution Date.
(xi) Reimbursement of Class C Investor Charge-Offs. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Available
Series 1995-1 Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (x), an amount equal
to the lesser of (x) any such remaining Available Series 1995-1 Interest
Collections and (y) the unreimbursed amount by which the Class C Invested
Amount has been reduced on prior Business Days pursuant to clauses (c) and
(d) of the definition of Class C Invested Amount, if any, such amount, (i)
during the Revolving Period, to be treated as Shared Principal Collections,
(ii) during the Controlled Accumulation Period, on and prior to the day on
which an amount equal to the Class A Invested Amount is deposited in the
Principal Account, to be deposited in the Principal Account for
distribution to the Class A Certificateholders on the next Distribution
Date, (iii) during the Controlled Accumulation Period, on and prior to the
day on which an amount equal to the Class B Invested Amount is deposited in
the Principal Account, to be deposited in the Principal Account for
distribution to the Class B Certificateholders on the next Distribution
Date and (iv) during the Controlled Accumulation Period, on and after the
day on which such deposit has been made and on and prior to the day on
which an amount equal to the Class B Invested Amount is deposited in the
Principal Account, to be
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deposited in the Principal Account for payment to the Class C
Certificateholders on the next Distribution Date.
(xii) Reimbursement of Class D Investor Charge-Offs. On each
Business Day, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account, to the extent of any
Available Series 1995-1 Interest Collections remaining after giving effect
to the withdrawals pursuant to subsections 4.9(a)(i) through (xi), an
amount equal to the lesser of (x) any such remaining Available Series
1995-1 Interest Collections and (y) the unreimbursed amount by which the
Class D Invested Amount has been reduced on prior Business Days pursuant to
clauses (c) and (d) of the definition of Class D Invested Amount, if any,
such amount, (i) during the Revolving Period, and during the Controlled
Accumulation Period on and prior to the day on which an amount equal to the
Class C Invested Amount is deposited in the Principal Account, paid to the
Transferor and (ii) on and after the day such deposit to the Principal
Account with respect to Class C Invested Amount has been made, deposited in
the Principal Account for payment to the Class D Certificateholders.
(xiii) Investor Servicing Fee. On each Business Day, if Green Tree
or an Affiliate of Green Tree is the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of
Available Series 1995-1 Interest Collections for such Business Day (after
giving effect to the withdrawals pursuant to subsections 4.9(a)(i) through
(xii) of the Agreement), the Investor Servicing Fee accrued since the
preceding Business Day plus any Investor Servicing Fee due with respect to
any prior Business Day but not distributed to the Servicer.
(xiv) Excess Interest Collections. Any amounts remaining in the
Collection Account to the extent of any Available Series 1995-1 Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsection 4.9(a)(i) through (xiii), first, shall, following the occurrence
of an Expense Reserve Trigger, be deposited in the Expense Reserve Account
in the amount specified in subsection 4.18(b) of the Agreement and second,
shall be treated as Excess Interest Collections, and the Servicer shall
direct the Trustee in writing on each Business Day to withdraw such amounts
from the Collection Account and to first make such amounts available to pay
to Certificateholders of other Series to the extent of shortfalls, if any,
in amounts payable to such certificateholders from Interest Collections
allocated to such other Series, then to pay any unpaid commercially
reasonable costs and expenses of a Successor Servicer, if any, and then pay
any remaining Excess Interest Collections to the Transferor.
(b) For each Business Day with respect to the Revolving Period, the funds
on deposit in the Collection Account to the extent of the product of (i) the sum
of
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the Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage and the Class C Floating Allocation Percentage and (ii) Principal
Collections with respect to such Business Day (less the amount of Reallocated
Class C Principal Collections and Reallocated Class B Principal Collections on
such Business Day) will be treated as Shared Principal Collections and applied,
pursuant to the written direction of the Servicer in the Daily Report for such
Business Day, as provided in Section 4.3(e) of the Agreement.
(c) For each Business Day on and after the Controlled Accumulation Period
Commencement Date, the amount of funds on deposit in the Collection Account as
described below will be distributed, pursuant to the written direction of the
Servicer in the Daily Report for such Business Day, in the following priority:
(i) on and prior to the day on which an amount equal to the Class A
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class A Principal, an amount (not in excess of the Class
A Invested Amount) equal to the sum of (v) the product of the ABC Fixed/
Floating Allocation Percentage and Principal Collections in the Collection
Account at the end of the preceding Business Day (less the amount thereof
to be applied as Reallocated Class B Principal Collections or Reallocated
Class C Principal Collections on such Business Day), (w) any amount on
deposit in the Excess Funding Account allocated to the Class A Certificates
on such Business Day pursuant to subsection 4.9(d), (x) amounts to be paid
pursuant to subsections 4.9(a)(v), (vii), (x), (xi) and (xii) of the
Agreement from Available Series Interest Collections and from amounts
available pursuant to subsections 4.10(a) and (b) and 4.14(a), (b) and (c)
of the Agreement on such Business Day and (y) the amount of Shared
Principal Collections allocated to the Series 1995-1 Certificates in
accordance with Section 4.8 on such Business Day, will be deposited into
the Principal Account;
(ii) on and after the day on which an amount equal to the Class A
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class A Principal, an amount (not in excess of the Class
B Invested Amount) equal to the sum of (v) an amount equal to the product
of the ABC Fixed/Floating Allocation Percentage and Principal Collections
in the Collection Account at the end of the preceding Business Day (less
the amount thereof to be applied as Reallocated Class B Principal
Collections or Reallocated Class C Principal Collections on such Business
Day), (w) any amount on deposit in the Excess Funding Account allocated to
the Class B Certificates on such Business Day pursuant to subsection
4.9(d), (x) the amount, if any, allocated to be paid to the Class B
Certificates pursuant to subsections 4.9(a)(v), (x), (xi) and (xii) of the
Agreement from Available Series Interest Collections and from amounts
available pursuant to subsections 4.10(a) and (b) and 4.14(a) and (b) of
the Agreement with respect to such Business Day and (y) the amount of
Shared Principal Collections allocated to the Series 1995-1 Certificates in
accordance with Section 4.8 on such Business
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Day (such sum, the "Class B Daily Principal Amount") will be deposited into
the Principal Account;
(iii) on and after the day on which an amount equal to the Class B
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class B Principal, an amount (not in excess of the Class
C Invested Amount) equal to the sum of (v) an amount equal to the product
of the ABC Fixed/Floating Allocation Percentage and Principal Collections
in the Collection Account at the end of the preceding Business Day (less
the amount thereof to be applied as Reallocated Class C Principal
Collections on such Business Day), (w) any amount on deposit in the Excess
Funding Account allocated to the Class C Certificates on such Business Day
pursuant to subsection 4.9(d), (x) the amount, if any, allocated to be paid
to the Class C Certificates pursuant to subsections 4.9(a)(v), (xi) and
(xii) of the Agreement from Available Series Interest Collections and from
amounts available pursuant to subsections 4.10(a) and (b) and 4.14(a) of
the Agreement with respect to such Business Day and (y) the amount of
Shared Principal Collections allocated to the Series 1995-1 Certificates in
accordance with Section 4.8 on such Business Day (such sum, the "Class C
Daily Principal Amount") will be deposited into the Principal Account;
(iv) on and after the day on which an amount equal to the Class C
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class C Principal, an amount equal to the sum of (w) an
amount equal to the product of the Class D Fixed/Floating Allocation
Percentage and Principal Collections in the Collection Account at the end
of the preceding Business Day (less the amount thereof to be applied as
Reallocated Class D Principal Collections on such Business Day), (x) any
amount on deposit in the Excess Funding Account allocated to the Class D
Certificates on such Business Day pursuant to subsection 4.9(d), (y) the
amount, if any, allocated to be paid to the Class D Certificates pursuant
to subsections 4.9(a)(vi) and (xii) of the Agreement from Available Series
Interest Collections and from amounts available pursuant to subsections
4.10(a) and (b) of the Agreement with respect to such Business Day and (z)
the amount of Shared Principal Collections allocated to the Series 1995-1
Certificates in accordance with Section 4.8 on such Business Day (such sum,
the "Class D Daily Principal Amount") will be distributed to the Class D
Certificateholders; and
(v) an amount equal to the excess, if any, of (A) the sum of the
amounts described in clauses (i)(v) and (x), (ii)(v) and (x) and (iii)(v)
and (x) above over (B) the sum of Class A Principal, Class B Principal and
Class C Principal will be treated as Shared Principal Collections and
applied as provided in subsection 4.3(e) of the Agreement.
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(d) On the first Business Day of the Controlled Accumulation Period, funds
on deposit in the Excess Funding Account will be deposited in the Principal
Account. Such amounts will be allocated in the following order of priority (i)
to the Class A Certificates in an amount not to exceed the Class A Principal
after subtracting therefrom any amounts to be deposited in the Principal
Account with respect thereto pursuant to subsections 4.9(c)(i)(v), (x) and (y),
(ii) to the Class B Certificates in an amount not to exceed the Class B
Principal after subtracting therefrom any amounts to be deposited in the
Principal Account with respect thereto pursuant to subsections 4.9(c)(ii)(v),
(x) and (y), and (iii) to the Class C Certificates in an amount not to exceed
the Class C Principal after subtracting therefrom any amounts to be deposited in
the Principal Account with respect thereto pursuant to subsections
4.9(c)(iii)(v), (x) and (y). On and after the Class D Principal Commencement
Date any amounts remaining on deposit in the Excess Funding Account and
allocated to the Series 1995-1 Certificates will be deposited in the Principal
Account in an amount not to exceed the Class D Invested Amount after subtracting
therefrom any amounts to be deposited in the Principal Account with respect
thereto pursuant to subsections 4.9(c)(iv)(v), (x), (y) and (z).
Section 4.10 Coverage of Required Amount for the Series 1995-1
Certificates.
(a) To the extent that any amounts are on deposit in the Excess Funding
Account on any Business Day, the Servicer shall apply Transferor Interest
Collections in an amount equal to the excess of (x) the product of (a) the Base
Rate, (b) the amount on deposit in the Excess Funding Account and (c) the number
of days elapsed since the previous Business Day divided by the actual number of
days in such year over (y) the aggregate amount of all earnings since the
previous Business Day available from the Cash Equivalents in which funds on
deposit in the Excess Funding Account are invested (the Negative Carry Amount")
in the manner specified for application of Available Series 1995-1 Interest
Collections in subsections 4.9(a) (i) through (xiii).
(b) To the extent that on the first Business Day following a Monthly Period
payments are being made pursuant to any of subsections 4.9(a) (i) through
(xiii), respectively, and the full amount to be paid pursuant to any such
subsection receiving payments on such Business Day for such prior Monthly Period
is not paid in full on such Business Day, the Servicer shall apply all or a
portion of the Excess Interest Collections from other Series with respect to
such Business Day for such prior Monthly Period allocable to the Series 1995-1
Certificates in an amount equal to the excess of the full amount to be allocated
or paid pursuant to the applicable subsection over the amount applied with
respect thereto from Available Series 1995-1 Interest Collections and Transferor
Interest Collections on such Business Day (the "Required Amount"). Excess
Interest Collections allocated to the Series 1995-1 Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess Interest
Collections available from all other Series for such Business Day for the prior
Monthly Period and (y) a fraction, the numerator of which is the Required Amount
for such Business Day for the prior Monthly Period
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and the denominator of which is the aggregate amount of shortfalls in required
amounts or other amounts to be paid from Interest Collections for all Series for
such Business Day.
Section 4.11 Payment of Certificate Interest. On each Transfer Date, the
Trustee, acting in accordance with instructions from the Servicer set forth in
the Daily Report for such day, shall withdraw the amount on deposit in the
Interest Funding Account with respect to the prior Monthly Period allocable to
the Series 1995-1 Certificates and deposit such amount in the Distribution
Account. On each Distribution Date, the Paying Agent shall pay in accordance
with Section 5.1 of the Agreement to (x) the Class A Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date allocable thereto pursuant to subsection 4.9(a)(i), (y)
the Class B Certificateholders from the Distribution Account the amount
deposited into the Distribution Account allocable thereto pursuant to
subsections 4.9(a)(ii) and (viii) and (z) the Class C Certificateholders from
the Distribution Account the amount deposited into the Distribution Account
allocable thereto pursuant to subsections 4.9(a)(iii) and (ix).
Section 4.12 Payment of Certificate Principal.
(a) On the Transfer Date preceding each Distribution Date with respect to
the Controlled Accumulation Period, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account, to
the extent of funds available, an amount equal to the Class A Principal for such
Distribution Date. On each Distribution Date with respect to the Controlled
Accumulation Period, the Paying Agent shall pay in accordance with Section 5.1
to the Class A Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.
(b) On the Transfer Date preceding the Class A Scheduled Payment
Commencement Date and each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer set forth in the Daily Report for
such day, shall withdraw from the Principal Account and deposit in the
Distribution Account, to the extent of funds available, an amount equal to the
Class B Principal for such Distribution Date. On the Class A Scheduled Payment
Date, after the payment of any principal amounts to the Class A Certificates on
such day, and on each Distribution Date thereafter until the Class B Invested
Amount is paid in full, the Paying Agent shall pay in accordance with Section
5.1 to the Class B Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.
(c) On the Transfer Date preceding the Class C Principal Commencement Date
and each Distribution Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account an
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amount equal to the lesser of the Class C Invested Amount and the amount on
deposit in the Principal Account allocable to the Series 1995-1 Certificates
(after giving effect to transfers pursuant to subsection 4.12(a) and (b)). On
the Class C Principal Commencement Date, after the payment of any principal
amounts to the Class B Certificates on such day, and on each Distribution Date
thereafter until the Class C Invested Amount is paid in full, the Paying Agent
shall pay in accordance with Section 5.1 to the Class C Certificateholders from
the Distribution Account such amount deposited into the Distribution Account on
the related Transfer Date.
(d) On the Transfer Date preceding the Class D Principal Commencement Date
and each Business Day thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
make payments of principal to the Class D Certificateholders in accordance with
subsection 4.9(c)(iv) of the Agreement.
Any amounts remaining in the Principal Account and allocable to the Series
1995-1 Certificates, after the Class D Invested Amount has been paid in full,
will be treated as Shared Principal Collections and applied in accordance with
Section 4.3(e) of the Agreement.
Section 4.13 Investor Charge-Offs.
(a) If, on any Determination Date, the aggregate Investor Default Amount,
if any, for each Business Day in the preceding Monthly Period exceeded the
Available Series 1995-1 Interest Collections applied to the payment thereof
pursuant to subsections 4.9(a)(v) and (vi) of the Agreement and the amount of
Transferor Interest Collections and Excess Interest Collections allocated
thereto pursuant to Section 4.10 of the Agreement, and the amount of Reallocated
Principal Collections applied with respect thereto pursuant to Section 4.14 of
the Agreement, the Class D Invested Amount will be reduced by the amount by
which the remaining aggregate Investor Default Amount exceeds the amount applied
with respect thereto during such preceding Monthly Period (a "Class D Investor
Charge-Off").
(b) In the event that any such reduction of the Class D Invested Amount
would cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and, the Class C Invested Amount will
be reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the aggregate Investor Default Amount for
such Monthly Period (a "Class C Investor Charge-Off").
(c) In the event that any such reduction of the Class C Invested Amount
would cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and, the Class B Invested Amount will
be reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class B Investor Charge-Off").
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(d) In the event that any such reduction of the Class B Invested Amount
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will be
reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off").
Section 4.14 Reallocated Principal Collections for the Series 1995-1
Certificates.
(a) On each Business Day, the Servicer will determine an amount equal to
the lesser of (i) the Class D Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class D Floating Allocation Percentage or (II) during
the Controlled Accumulation Period, the Class D Fixed/Floating Allocation
Percentage and (y) the amount of Principal Collections with respect to such
Business Day and (iii) an amount equal to the sum of (a) the remaining Class A
Required Amount, if any, with respect to the prior Monthly Period, (b) the
remaining Class B Required Amount, if any, with respect to the prior Monthly
Period and (c) the remaining Class C Required Amount, if any, with respect to
the prior Monthly Period (such amount called "Reallocated Class D Principal
Collections") and shall apply Principal Collections in an amount equal to such
amount first to the components of the Class A Required Amount, then to the
components of the Class B Required Amount and then to the components of the
Class C Required Amount in the same priority as amounts are applied to such
components from Available Series 1995-1 Interest Collections pursuant to
subsection 4.9(a).
(b) On each Business Day, the Servicer will apply or cause the Trustee to
apply an amount equal to the lesser of (i) the Class C Invested Amount, (ii) the
product of (x) (I) during the Revolving Period, the Class C Floating Allocation
Percentage or (II) during the Controlled Accumulation Period, the Class C Fixed/
Floating Allocation Percentage and (y) the amount of Principal Collections for
such Business Day and (iii) an amount equal to the sum of (a) the remaining
Class A Required Amount, if any, with respect to the prior Monthly Period over
the amount of Reallocated Class D Principal Collections applied with respect
thereto for such prior Monthly Period and (b) the remaining Class B Required
Amount, if any, with respect to the prior Monthly Period over the amount of
Reallocated Class D Principal Collections applied with respect thereto for such
prior Monthly Period (such amount called Reallocated Class C Principal
Collections") and shall apply Principal Collections in an amount equal to such
amount first to the remaining components of the Class A Required Amount and then
to the remaining components of the Class B Required Amount in the same priority
as amounts are applied to such components from Available Series 1995-1 Interest
Collections pursuant to subsection 4.9(a).
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(c) On each Business Day, the Servicer will apply or cause the Trustee to
apply an amount equal to the lesser of (i) the Class B Invested Amount, (ii) the
product of (x)(I) during the Revolving Period, the Class B Floating Allocation
Percentage or (II) during the Controlled Accumulation Period, the Class B Fixed/
Floating Allocation Percentage and (y) the amount of Principal Collections for
such Business Day and (iii) an amount equal to the excess, if any, of the
remaining Class A Required Amount, if any, with respect to the prior Monthly
Period over the sum of the amount of Reallocated Class D Principal Collections
and Reallocated Class C Principal Collections applied with respect thereto for
the prior Monthly Period (such amount called "Reallocated Class B Principal
Collections") shall apply Principal Collections equal to such amount to the
remaining components of the Class A Required Amount in the same priority as
amounts are applied to such components from Available Series 1995-1 Interest
Collections pursuant to subsection 4.9(a).
Section 4.15 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will determine LIBOR on
the basis of quotations of the offered rates for one-month United States Dollar
deposits provided by four major banks in the London interbank market selected by
the Servicer (the "Reference Banks") as of 11:00 A.M. (London time) on such
LIBOR Determination Date as such quotations appear on Telerate Page 3875 of the
Dow Xxxxx Telerate Service (or such other page as may replace Telerate Page 3875
on that service for the purpose of displaying London interbank offered rates of
major banks). LIBOR as determined by the Trustee is the arithmetic mean of such
quotations (rounded, if necessary, to the nearest whole multiple of 0.0625% per
annum).
(b) If, on any LIBOR Determination Date, at least two but fewer than all of
the Reference Banks provide quotations, LIBOR will be determined in accordance
with (a) above on the basis of the offered quotations of those Reference Banks
providing such quotations.
(c) If, on the LIBOR Determination Date, only one or none of the Reference
Banks provides such offered quotations, LIBOR shall be:
(i) the rate per annum (rounded, as aforesaid) that the Trustee
determines to be either (x) the arithmetic mean of the offered quotations
that leading banks in The City of New York selected by the Servicer are
quoting at or about 11:00 A.M. London time on the relevant LIBOR
Determination Date for one month United States Dollar deposits to the
principal London office of each of the Reference Banks or those of them
(being at least two in number) to which such offered quotations are, in the
opinion of the Servicer, being so quoted or (y) in the event that the
Trustee can determine no such arithmetic mean, the arithmetic mean of the
offered quotations that leading banks in The City of New York selected by
the Servicer are quoting at or about 11:00
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A.M. London time on such LIBOR Determination Date to leading European banks
for one-month Dollar deposits; or
(ii) if the banks selected as aforesaid by the Servicer are not
quoting as described in clause (i) above, LIBOR for such Interest Accrual
Period will be LIBOR as determined on the previous LIBOR Determination
Date.
(d) The Class A Certificate Rate, the Class B Certificate Rate and the
Class C Certificate Rate applicable to the then current and the immediately
preceding Interest Accrual Periods may be obtained by any Series 1995-1
Certificateholder by telephoning the Trustee at its Corporate Trust Office at
(___) _______.
(e) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Accrual
Period. Following the listing of the Class A Certificates and the Class B
Certificates on the Luxembourg Stock Exchange and for so long as such
Certificates are so listed, the Trustee shall cause the Class A Certificate Rate
and the Class B Certificate Rate as well as the amount of Class A Monthly
Interest and Class B Monthly Interest applicable to an Interest Period to be
provided to the Luxembourg Stock Exchange as soon as possible after its
determination but in no event later than the first day of such Interest Accrual
Period.
Section 4.16 Class C Limited Guaranty.
(a) No later than the third Business Day prior to each Distribution Date,
the Servicer (if other than Green Tree) shall notify Green Tree of the amount of
the Class C Guaranty Payment (if any) for such Distribution Date. No later than
the Business Day preceding each Distribution Date, Green Tree shall deposit the
Class C Guaranty Payment, if any, for such Distribution Date into the
Distribution Account.
(b) The obligations of Green Tree to provide the Class C Limited Guaranty
under the Agreement shall terminate on the Distribution Date on which the Class
C Invested Amount has been paid in full.
(c) The obligation of Green Tree to make the Class C Guaranty Payments in
subsection (a) above shall be unconditional and irrevocable. Green Tree
acknowledges that its obligation to make the Class C Guaranty Payments described
in subsection (a) above shall be deemed a guarantee by Green Tree of
indebtedness of the Trust for money borrowed from the Class C
Certificateholders.
(d) If Green Tree fails to make a Class C Guaranty Payment in whole or in
part, Green Tree or the Transferor shall promptly notify the Trustee, and the
Trustee shall promptly notify the Rating Agency.
Section 4.17 Expense Reserve. If with respect to any Monthly Period the
amount by which the Portfolio Yield exceeds the Base Rate is less than 2% (the
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"Expense Reserve Trigger") the Trustee shall deposit on each Business Day and
after the Determination Date related to such Monthly Period in the Expense
Reserve Account from amounts available therefor pursuant to subsection
4.9(a)(xiv) of the Agreement, an aggregate amount equal to $50,000.
Section 4.18 Establishment of Expense Reserve Account.
(a) The Servicer shall, upon the occurrence of an Expense Reserve Trigger,
establish and maintain or cause to be established and maintained with a
Qualified Institution, which may be the Trustee, in the name of the Trustee, on
behalf of the Certificateholders, the "Expense Reserve Account," which shall be
a segregated trust account with the corporate trust department of such Qualified
Institution, bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Expense Reserve Account and in all proceeds thereof. The Expense Reserve
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders. If, at any time, the institution holding the
Expense Reserve Account ceases to be a Qualified Institution, the Trustee shall
within 20 Business Days establish a new Expense Reserve Account meeting the
conditions specified above with a Qualified Institution, and shall transfer any
cash or any investments to such new Expense Reserve Account. From the date such
new Expense Reserve Account is established, it shall be the "Expense Reserve
Account."
(b) Administration of Expense Reserve Account. The Servicer shall on each
Business Day following the occurrence of an Expense Reserve Trigger, deposit in
the Expense Reserve Account an amount equal to the excess of $50,000 over the
amount on deposit in the Expense Reserve Account to the extent of funds
available therefor pursuant to subsection 4.9(a) (xiv). Funds on deposit in the
Expense Reserve Account shall be withdrawn by the Servicer or the Trustee and
applied solely to the payment of expenses incurred by the Transferor. Amounts
on deposit in the Expense Reserve Account may be subsequently released therefrom
and paid to the Transferor to the extent that such amounts exceed $50,000. The
amount on deposit in the Reserve Account may also be released therefrom and paid
to the Transferor on the Series 1995-1 Termination Date.
(c) Investment on Funds in Expense Reserve Account. Funds on deposit in
the Expense Reserve Account shall be invested in Cash Equivalents by the Trustee
(or, at the direction of the Trustee, by the Servicer on behalf of the Trustee)
at the direction of the Servicer. Funds on deposit in the Expense Reserve
Account on any Distribution Date, after giving effect to any withdrawals from
the Expense Reserve Account, shall be invested in Cash Equivalents that will
mature so that such funds will be available for withdrawal on or prior to the
following Transfer Date. The proceeds of any such investments shall be invested
in Cash Equivalents that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date.
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SECTION 7. 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 1995-
1 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
-------------------------------------
CERTIFICATEHOLDERS
------------------
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's Pro Rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class A Certificateholder at such Certificateholder's address as
it appears on the Certificate Register or, in the case of Class A
Certificateholders holding Class A Certificates evidencing Undivided Interests
aggregating not less than 80% of the Invested Amount, by wire transfer, at the
expense of such Class A Certificateholder, to an account or accounts designated
by such Class A Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class A Certificates will
be made only upon presentation and surrender of the Class A Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class B Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.11 and 4.12 of the Agreement by check
mailed to each Class B Certificateholder at such Certificateholder's address as
it appears on the Certificate Register or, in the case of Class B
Certificateholders holding Class B Certificates evidencing Undivided Interest
aggregating not less than 80% of the Invested Amount, by wire transfer, at the
expense of such Class B Certificateholder, to an account or accounts designated
by such Class B Certificateholder by written notice given to the Paying Agent
not less
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than five days prior to the related Distributed Date; provided, however, that
the final payment in retirement of the Class B Certificates will be made only
upon presentation and surrender of the Class B Certificates at the office or
offices specified in the notice of such final distribution delivered by the
Trustee pursuant to Section 12.3.
(c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class C
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class C Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class C
Certificateholders pursuant to Section 4.11 and 4.12 of the Agreement by wire
transfer to each Class C Certificateholder to an account or accounts designated
by such Class C Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class C Certificates will
be made only upon presentation and surrender of the Class C Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
Section 5.2 Certificateholders' Statement.
(a) On the 15th day of each calendar month (or if such day is not a
Business Day the next succeeding Business Day), the Paying Agent shall forward
to each Certificateholder and the Rating Agencies a statement substantially in
the form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate and, in the
case of (ix) and (x), shall be stated on an aggregate basis and on the basis of
an original principal amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Principal;
(iii) the amount of such distribution allocable to Certificate
Interest;
(iv) the amount of Principal Collections received in the Collection
Account during the preceding Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates, the Class C Certificates
and the Class D Certificates, respectively;
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(v) the amount of Interest Collections processed during the preceding
Monthly Period and allocated in respect of the Class A Certificates, the
Class B Certificates, the Class C Certificates and the Class D
Certificates, respectively;
(vi) the aggregate amount of Principal Receivables, the Invested
Amount, the Class A Invested Amount, the Class B Invested Amount, the Class
C Invested Amount, the Class D Invested Amount, the Floating Allocation
Percentage and, during the Controlled Accumulation Period, the ABC
Fixed/Floating Allocation Percentage, Class B Fixed/Floating Allocation
Percentage, or Class C Fixed/Floating Allocation Percentage as applicable,
with respect to the Principal Receivables in the Trust as of the end of the
day on the last day of the preceding Monthly Period;
(vii) the aggregate outstanding balance of Receivables which are
current, and those between (i) 30 and 59 days (ii) 60 and 89 days and (iii)
90 days or more delinquent in each case as of the end of the day on last
day of the preceding Monthly Period;
(viii) the aggregate Investor Default Amount for the preceding
Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs, Class C Investor Charge-Offs and Class D Investor
Charge-Offs for the preceding Monthly Period;
(x) the amount of the Servicing Fee for the preceding Monthly Period;
(xi) the amount of Reallocated Class B Principal Collections,
Reallocated Class C Principal Collections and Reallocated Class D Principal
Collections as of the last day of the preceding Monthly Period;
(xii) the amount of funds in the Excess Funding Account as of the
last day of the Monthly Period immediately preceding the Distribution Date;
and
(xiii) the amount of the Class C Guaranty Fee for the preceding
Monthly Period, if any.
(b) Annual Certificateholders' Tax Statement. On or before January 20 of
each calendar year, beginning with calendar year 1996, the Paying Agent shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1995-1 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular report to
Series 1995-1 Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a
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Series 1995-1 Certificateholder, together with, on or before January 31 of each
year, beginning in 1996, such other customary information (consistent with the
treatment of the Certificates as debt) as the Trustee or the Servicer deems
necessary or desirable to enable the Series 1995-1 Certificateholders to prepare
their tax returns. Such obligations of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Internal Revenue
Code as from time to time in effect.
SECTION 8. Series 1995-1 Pay Out Events. The occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Trustee or the Series 1995-1
Certificateholders, be deemed to be a Pay Out Event solely with respect to
Series 1995-1:
(a) on any Determination Date, the Transferor Interest for the next
Distribution Date will be reduced to an amount less than the Minimum
Transferor Interest on such Determination Date, after giving effect to the
distributions to be made on the next Distribution Date;
(b) any Servicer Default occurs;
(c) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Monthly Periods where the Monthly Payment
Rate for a Monthly Period is the percentage obtained by dividing the
aggregate of the Receivables balances (without deducting therefrom any
discount portion) collected during such Monthly Period by the average daily
aggregate Receivables balance (without deducting therefrom any discount
portion) for such Monthly Period, is less than 15%;
(d) the failure to pay the outstanding principal amount of the Class
A, Class B and Class C Certificates by the Class A Scheduled Payment Date,
Class B Scheduled Payment Date or the Class C Expected Final Payment Date,
as applicable;
(e) the ratio (expressed as a percentage) of (i) the average for each
month of the net losses on the Receivables (exclusive of the Ineligible
Receivables) owned by the Trust (i.e., gross losses less recoveries on any
Receivables (including, without limitation, recoveries from collateral
security in addition to recoveries from the products, recoveries from
Manufacturers and insurance proceeds)) during any three consecutive
calendar months to (ii) the average of the month-end aggregate balances of
such Receivables (without deducting therefrom the discount portion) for
such three-month period, exceeds 5% on an annualized basis; provided, that
this clause (e) may be amended or waived with the consent of the Transferor
and each Rating Agency and without the consent of any Certificateholder
(including the Series 1995-1 Certificateholders); or
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(f) the sum of all Eligible Investments and amounts on deposit in the
Excess Funding Account represents more than 50% of the total assets of the
Trust on each of six or more consecutive Determination Dates, after giving
effect to all payments made or to be made on the Distribution Date next
succeeding each such respective Determination Date.
SECTION 9. Series 1995-1 Termination. The right of the Series 1995-1
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1995-1 Termination Date unless such
Series is an Affected Series as specified in subsection 12.1(c) of the Agreement
and the sale contemplated therein has not occurred by such date, in which event
the Series 1995-1 Certificateholders shall remain entitled to receive proceeds
of such sale when such sale occurs.
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer of
Series 1995-1 Certificates; Tax Treatment.
(a) Each Class B Certificate, Class C Certificate and Class D Certificate
will bear a legend substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A CLASS B CERTIFICATE, CLASS C CERTIFICATE OR CLASS D CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
"ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT
(I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
(b) Each Class C Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
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"SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR TO THE TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A
BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A
QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
ANOTHER QIB.
(c) Each Class D Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW. GREEN TREE FLOORPLAN FUNDING
CORP. SHALL BE PROHIBITED FROM TRANSFERRING ANY INTEREST IN OR PORTION OF
THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO
THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH PROPOSED TRANSFER
WILL NOT ADVERSELY AFFECT THE FEDERAL, MINNESOTA OR DELAWARE INCOME TAX
CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR CERTIFICATES OR THE
TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL, MINNESOTA
OR DELAWARE INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED
TO TRANSFER ANY INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING
EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES
WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE)
OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH
NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED
AS DEBT FOR FEDERAL INCOME TAX PURPOSES
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(INCLUDING THE EXCHANGEABLE TRANSFEROR CERTIFICATE AND EACH TRANSFEROR
RETAINED CLASS) WOULD NOT BE BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN
FUNDING CORP.
(d) Upon surrender for registration of transfer of a Class C Certificate at
the office of the Transfer Agent and Registrar, accompanied by a certification
by the Class C Certificateholder substantially in the form attached as Exhibit D
(if the new purchaser is a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933) and by a written instrument of transfer
in the form approved by the Transferor and the Trustee (it being understood
that, until notice to the contrary is given to Class C Certificateholders, the
Transferor and the Trustee shall each be deemed to have approved the form of
instrument of transfer, if any printed on any definitive Class C Certificate),
executed by the registered owner, in person or by such Class C
Certificateholder's attorney thereunto duly authorized in writing, such Class C
Certificate shall be transferred upon the register, and the Transferor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee one or more new registered Class C Certificates of any
authorized denominations and of a like aggregate principal amount and tenor.
Transfers and exchanges of Class C Certificates shall be subject to such
restrictions as shall be set forth in the text of the Class C Certificates and
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the register.
(e) Green Tree Floorplan Funding Corp. shall be prohibited from
transferring any interest in or portion of the Class D Certificates unless,
prior to such transfer, it shall have delivered to the Trustee an Opinion of
Counsel to the effect that such proposed transfer will not adversely affect the
Federal, Minnesota or Delaware income tax characterization of any outstanding
Series of Investor Certificates or the taxability (or tax characterization) of
the Trust under Federal, Minnesota or Delaware income tax laws. In no event
shall the Transferor be permitted to transfer any interest in or portion of the
Class D Certificates if, after giving effect to such proposed transfer, taking
into account the certificates whose transfer is proposed, more than 20% (by
Invested Amount and by value) of the outstanding certificates issued by the
Trust with respect to which no Opinion of Counsel was issued that the applicable
class would be treated as debt for federal income tax purposes (including the
Exchangeable Transferor Certificate and each Transferor Retained Class) would
not be beneficially owned by Green Tree Floorplan Funding Corp. In no event
shall any interest in or portion of the Class D Certificates be transferred to
Green Tree. As a condition to transfer of an interest in or portion of the
Class D Certificates, the transferee shall be required to agree not to institute
against, or join any other Person in instituting against, the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law, for
one year and one day after all Investor Certificates are paid in full. The
Transferor shall provide prompt written notice to the Rating Agencies of any
such transfer.
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(f) No transfer of a Class B Certificate, Class C Certificate or Class D
Certificate will be permitted to be made to a Benefit Plan unless such Benefit
Plan, at its expense, delivers to the Trustee, the Servicer and the Transferor
an opinion of counsel satisfactory to them to the effect that the purchase or
holding of a Class B Certificate, Class C Certificate or Class D Certificate by
such Benefit Plan will not result in the assets of the Trust being deemed to be
"assets of the Benefit Plan" and subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee, the
Transferor or the Servicer to any obligation in addition to those undertaken in
the Agreement. Unless such opinion is delivered, each person acquiring a Class
B Certificate, Class C Certificate or Class D Certificate or the beneficial
ownership of a Class B Certificate, Class C Certificate or Class D Certificate
will be deemed to represent to the Trustee, the Transferor and the Servicer that
it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity.
(g) The Class C Certificateholders shall comply with their obligations
under Section 3.7 of the Agreement with respect to the tax treatment of the
Class C Certificates, except to the extent that a relevant taxing authority has
disallowed such treatment.
SECTION 11. Ratification of Agreement.
(a) As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
(b) For so long as any of the Class C Certificates are outstanding, each of
the Transferor, the Servicer and the Trustee agree to cooperate with each other
to provide to any Class C Certificateholders and to any prospective purchaser of
Class C Certificates designated by such a Class C Certificateholder upon the
request of such Class C Certificateholder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.
SECTION 12. Registration of the Class A Certificates under the Securities
Exchange Act of 1934. The Transferor shall cause the Class A Certificates to be
registered under the Securities Exchange Act, as amended, on or before _______,
1996 and thereafter maintain such registration until the Class A Invested Amount
has been reduced to zero.
SECTION 13. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
-45-
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 14. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA 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.
SECTION 15. Instructions in Writing. All instructions or other
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.
-46-
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1995-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:________________________________
Name:
Title:
GREEN TREE FINANCIAL
CORPORATION, Servicer
By:________________________________
Name:
Title:
TRUSTEE
By:________________________________
Name:
Title:
-47-
Exhibit A
FORM OF CLASS A INVESTOR CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
No. R-1 $________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1995-1, CLASS A
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that CEDE & Co. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of ___________, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and
______________, as Trustee (the "Trustee"), and the Series 1995-1 Supplement,
dated as of ______________, 1995 (the "Series 1995-1 Supplement"), among the
Transferor, Green Tree as Servicer and the Trustee. The Pooling and Servicing
Agreement, as supplemented by the Series 1995-1 Supplement, is herein referred
to as the "Agreement"). The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).
A-1
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a series of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class A" (the "Class A Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class A Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1995-1, Class B (the "Class B Certificates" and
collectively with the Class A Certificates (the "Offered Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1995-1, Class C (the "Class C Certificates") with the
intention that the Offered Certificates and the Class C Certificates will
qualify under applicable tax law as indebtedness, and both the Transferor and
each holder of a Class A Certificate (a "Class A Certificateholder") or any
interest therein by acceptance of its Certificate or any interest therein,
agrees to treat the Class A Certificates for purposes of federal, state and
local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness.
No principal will be payable to the Class A Certificateholders until the
Class A Scheduled Payment Date in the Controlled Accumulation Period. No
principal will be payable to the Class B Certificateholders, Class C
Certificateholders or Class D Certificateholders until all principal payments
have been made to the Class A Certificateholders.
Each Class A Certificate represents the right to receive interest at the
rate of ___% per annum above LIBOR determined on November __, 1995 for the
period from November __, 1995 through December 14, 1995, and at a rate equal to
___% per annum above LIBOR determined on the related LIBOR Determination Date
for the period from December 15, 1995 through January 14, 1996 and with respect
to each Interest Accrual Period thereafter, but in no event in excess of ___%
per annum (such rate, as in effect from time to time, the "Class A Certificate
Rate"). Interest on the Certificates will accrue from the Closing Date and will
be distributed on December 15, 1995, and on the 15th day of each month
thereafter, or if such day is not a business day, on the next succeeding
business day (each, a "Distribution Date"), in an amount equal to the product of
(a) the actual number of days in the related Interest Accrual Period divided by
360, (b) the Class A Certificate Rate and (c) the outstanding principal balance
of the Class A Certificates as of the preceding Record
A-2
Date (or in the case of the first Distribution Date, the initial Class A
Invested Amount).
On the earlier of the _______ 15, 199__ Distribution Date or the first
Distribution Date following the occurrence of a Pay Out Event, interest and
principal will be distributed to the Class A Certificateholders monthly on each
Distribution Date prior to the Series Termination Date. Interest for any
Distribution Date will include accrued interest at the Class A Certificate Rate
from and including the preceding Distribution Date or, in the case of the first
Distribution Date from and including the Closing Date, to but excluding such
Distribution Date. Interest for any Distribution Date due but not paid on any
Distribution Date will be due on the next succeeding Distribution Date together
with, to the extent permitted by applicable law, additional interest on such
amount at the Class A Certificate Rate.
"Class A Invested Amount" means an amount equal to (a) the initial
principal balance of the Class A Certificates, minus (b) the aggregate amount of
principal payments made to Class A Certificateholders pursuant to such date, and
minus (c) the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates, equal to the amount by which the Class A Invested Amount has
been reduced to fund the Investor Default Amount on all prior Distribution Dates
and plus (d) the aggregate amount of Available Series Interest Collections,
Transferor Interest Collections, Excess Interest Collections and Reallocated
Principal Collections applied on all prior Distribution Dates for the purpose of
reimbursing amounts deducted pursuant to the foregoing clause (c).
Subject to the Agreement, payments of principal are limited to the unpaid
Class A Invested Amount of the Class A Certificates, which may be less than the
unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than the _______ 15, _____ Distribution Date (or if such day is
not a Business Day, the next succeeding Business Day) (the "Series 1995-1
Termination Date"). After the Series 1995-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates. In the event that the Class A Invested
Amount is greater than zero on the Series 1995-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
A-3
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed under its official seal.
GREEN TREE FLOORPLAN
FUNDING CORP.
By:____________________________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
TRUSTEE
By:____________________________________________
Name:
Title:
A-4
Exhibit B
FORM OF CLASS B INVESTOR CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
X-0
Xx. X-0 $_________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1995-1, CLASS B
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of ________, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and
______________, as Trustee (the "Trustee"), and the Series 1995-1 Supplement,
dated as of ____________, 1995 (the "Series 1995-1 Supplement"), among the
Transferor, Green Tree as Servicer and the Trustee. The Pooling and Servicing
Agreement, as supplemented by the Series 1995-1 Supplement, is herein referred
to as the "Agreement." The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a series of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class B" (the "Class B Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class B Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1995-1, Class A (the "Class A Certificates" and
collectively with the Class B Certificates the "Offered Certificates") and the
Green Tree Floorplan
B-2
Receivables Master Trust Floating Rate Floorplan Receivable Trust Certificates,
Series 1995-1, Class C (the "Class C Certificates") with the intention that the
Offered Certificates will qualify under applicable tax law as indebtedness, and
both the Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class B Certificates for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness.
No principal will be payable to the Class B Certificateholders until the
Class B Scheduled Payment Date, which is the Distribution Date either on or
following the Distribution Date on which the Class A Invested Amount had been
paid in full. No principal will be payable to the Class B Certificateholders
until all principal payments have been made to the Class A Certificateholders.
No principal payments will be made to the Class C Certificateholder until the
Distribution Date either on or following the Distribution Date on which the
Class B Invested Amount has been paid in full.
Each Class B Certificate represents the right to receive interest at the
rate of ___% per annum above LIBOR determined on November __, 1995 for the
period from November __, 1995 through December 14, 1995, and at a rate equal to
___% per annum above LIBOR determined on the related LIBOR Determination Date
for the period from December 15, 1995 through January 14, 1996 and with respect
to each Interest Accrual Period thereafter, but in no event in excess of ___%
per annum (such rate, as in effect from time to time, the "Class B Certificate
Rate") on the 15th day of each month thereafter, or if such day is not a
business day, on the next succeeding business day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class B Certificate Rate
and (c) the outstanding principal balance of the Class B Certificates as of the
preceding Record Date (or in the case of the first Distribution Date, the
initial Class B Invested Amount).
Interest for any Distribution Date will include accrued interest at the
Class B Certificate Rate from and including the preceding Distribution Date or,
in the case of the first Distribution Date from and including the Closing Date,
to but excluding such Distribution Date. Interest for any Distribution Date due
but not paid on any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted by applicable law,
additional interest on such amount at the Class B Certificate Rate.
"Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates, minus (b) the aggregate
amount of principal payments made to Class B Certificateholders prior to such
date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all
prior Distribution Dates, equal to the amount by which the Class B Invested
Amount has been reduced to fund the Investor Default Amount on all prior
Distribution Dates minus (d) the
B-3
aggregate amount of Reallocated Class B Principal Collections for which neither
the Class D Invested Amount nor the Class C Invested Amount has been reduced for
all prior Distribution Dates, and plus (e) the aggregate amount of Available
Series Interest Collections, Transferor Interest Collections, Excess Interest
Collections and Reallocated Class C Principal Collections and Reallocated Class
D Principal Collections applied on all prior Distribution Dates for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to the unpaid
Class B Invested Amount of the Class B Certificates, which may be less than the
unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than the _______ 20, 200___ Distribution Date (or if such day
is not a Business Day, the next succeeding Business Day) (the "Series 1995-1
Termination Date"). After the Series 1995-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class B Certificates. In the event that the Class B Invested
Amount is greater than zero on the Series 1995-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
B-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed under its official seal.
GREEN TREE FLOORPLAN
FUNDING CORP.
By:
--------------------------
Name:
Title:
Dated: _______, 1995
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
TRUSTEE
By:
--------------------------
Name:
Title:
B-5
Exhibit C
FORM OF CLASS C INVESTOR CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR TO THE TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL
INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
C-1
No. $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1995-1, Class C
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them, except to the extent set forth in the Agreement.
This certifies that ___________ (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of ___________, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and
_________________, as Trustee (the "Trustee"), and the Series 1995-1 Supplement,
dated as of ____________, 1995 (the "Series 1995-1 Supplement"), among the
Transferor, Green Tree as Servicer and the Trustee. The Pooling and Servicing
Agreement, as supplemented by the Series 1995-1 Supplement, is herein referred
to as the "Agreement." The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a series of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class C" (the "Class C Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class C Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1995-1, Class A (the "Class A Certificates") and the
Green
C-2
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class B (the "Class B Certificates") with the
intention that the Class A, Class B and Class C Certificates will qualify under
applicable tax law as indebtedness, and both the Transferor and each holder of a
Class C Certificate (a "Class C Certificateholder") or any interest therein by
acceptance of its Certificate or any interest therein, agrees to treat the Class
C Certificates for purposes of federal, state and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness.
No principal will be payable to the Class C Certificateholders until the
Class C Scheduled Payment Date, which is the Distribution Date either on or
following the Distribution Date, on which the Class A Invested Amount and the
Class B Invested Amount have been paid in full. No principal payments will be
payable to the Class C Certificateholder until the Distribution Date either on
or following the Distribution Date on which the Class B Invested Amount has been
paid in full.
Each Class C Certificate represents the right to receive interest at the
rate of ___% per annum from November __, 1995 through December 14, 1995, and at
a rate equal to ___% per annum above the arithmetic mean of LIBOR prevailing on
the related LIBOR Determination Date, but in no event in excess of __% per annum
(such rate, as in effect from time to time, the "Class C Certificate Rate"),
from December 15, 1995 through January 14, 1996 and with respect to each
Interest Accrual Period thereafter. Interest on the Class C Certificates will
accrue from the Closing Date and will be distributed on December 15, 1995, and
on the 15th day of each month thereafter, or if such day is not a business day,
on the next succeeding business day (each, a "Distribution Date"), in an amount
equal to the product of (a) the actual number of days in the related Interest
Accrual Period divided by 360, (b) the Class C Certificate Rate and (c) the
outstanding principal balance of the Class C Certificates as of the preceding
Record Date (or in the case of the first Distribution Date, the initial Class C
Invested Amount).
Interest for any Distribution Date will include accrued interest at the
Class C Certificate Rate from and including the preceding Distribution Date or,
in the case of the first Distribution Date from and including the Closing Date,
to but excluding such Distribution Date. Interest for any Distribution Date due
but not paid on any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted by applicable law,
additional interest on such amount at the Class C Certificate Rate.
"Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates minus (b) the aggregate
amount of principal payments made to Class C Certificateholders prior to such
date, minus (c) the aggregate amount of Class C Investor Charge-Offs for all
prior Distribution Dates, equal to the amount by which the Class C Invested
Amount has been reduced to fund the Investor Default Amount on all prior
Distribution Dates, minus (d) the aggregate amount of Reallocated Class C
Principal Collections for which the Class D
C-3
Invested Amount has not been reduced for all prior Distribution Dates, and plus
(e) the aggregate amount of Available Series Interest Collections, Transferor
Interest Collections, Excess Interest Collections and Reallocated Class D
Principal Collections and certain other amounts as may be available applied on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to the unpaid
Class C Invested Amount of the Class C Certificates, which may be less than the
unpaid balance of the Class C Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class C Certificates is due and
payable no later than the _______ 20, 200__ Distribution Date (or if such day is
not a Business Day, the next succeeding Business Day) (the "Series 1995-1
Termination Date"). After the Series 1995-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class C Certificates. In the event that the Class C Invested
Amount is greater than zero on the Series 1995-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
C-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed under its official seal.
GREEN TREE FLOORPLAN
FUNDING CORP.
By:
-------------------------------
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
TRUSTEE
By:
-------------------------------
Name:
Title:
C-5
Exhibit D
FORM OF CLASS D INVESTOR CERTIFICATE
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
GREEN TREE FLOORPLAN FUNDING CORP. SHALL BE PROHIBITED FROM TRANSFERRING ANY
INTEREST IN OR PORTION OF THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT
SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT THE FEDERAL, MINNESOTA OR
DELAWARE INCOME TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR
CERTIFICATES OR THE TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER
FEDERAL, MINNESOTA OR DELAWARE INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR
BE PERMITTED TO TRANSFER ANY INTEREST IN OR PORTION OF THIS CERTIFICATE IF,
AFTER GIVING EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO ACCOUNT THE
CERTIFICATES WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND
BY VALUE) OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO
WHICH NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS WOULD BE
TREATED AS DEBT FOR FEDERAL INCOME TAX PURPOSES (INCLUDING THE EXCHANGEABLE
TRANSFEROR CERTIFICATE AND EACH TRANSFEROR RETAINED CLASS) WOULD NOT BE
BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING CORP.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
D-1
No. _____ $_________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1995-1, CLASS D
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that Green Tree Floorplan Funding Corp. (the "Certificate-
holder") is the registered owner of a fractional undivided interest in the Green
Tree Floorplan Receivables Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of ________, 1995 (the "Pooling and
Servicing Agreement"; such term to include any amendment thereto) among Green
Tree Floorplan Funding Corp., as Transferor (the "Transferor"), Green Tree, as
Servicer, and _______________, as Trustee (the "Trustee"), and the Series 1995-1
Supplement, dated as of ____________, 1995 (the "Series 1995-1 Supplement"),
among the Transferor, Green Tree as Servicer and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1995-1 Supplement, is herein
referred to as the "Agreement." The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under (i) the Trust Property
(as defined in the Agreement) and (ii) the property described in Sections 3A and
__ of the Series 1995-1 Supplement.
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a series of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1995-1, Class D" (the "Class D Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
Green Tree Floorplan Funding Corp. shall be prohibited from Transferring
any interest in or portion of the Class D Certificate unless, prior to such
Transfer, it
D-2
shall have delivered to the Trustee an Opinion of Counsel to the effect that
such proposed Transfer will not adversely affect the Federal, Minnesota or
Delaware income tax characterization of any outstanding Series of Investor
Certificate or the taxability (or tax characterization) of the Trust under
Federal, Minnesota or Delaware income tax laws. In no event shall Green Tree
Floorplan Funding Corp. be permitted to Transfer any interest in or portion of
the Class D Certificate if, after giving effect to such proposed Transfer,
taking into account the certificates whose Transfer is proposed, more than 20%
(by Invested Amount and by value) of the outstanding certificates issued by the
Trust with respect to which no Opinion of Counsel was issued that the applicable
class would be treated as debt for federal income tax purposes (including the
Exchangeable Transferor Certificate and each Transferor Retained Class) would
not be beneficially owned by the Transferor.
No principal will be payable to the Class D Certificateholders until the
Class D Payment Commencement Date, which is the Distribution Date either on or
following the Distribution Date on which the Class C Invested Amount had been
paid in full. No principal will be payable to the Class D Certificateholders
until all principal payments have first been made to the Class A
Certificateholders and then on and after the Class B Principal Payment
Commencement Date, after all principal payments have been made to the Class B
Certificateholders and then on and after the Class C Principal Payment
Commencement Date, after all payments have been made to the Class C
Certificateholders.
Interest will not accrue on the unpaid principal amount of the Class D
Certificates.
"Class D Invested Amount" means an amount equal to (a) the initial
principal balance of the Class D Certificates, minus (b) the aggregate amount of
principal payments made to Class D Certificateholders prior to such date, minus
(c) the aggregate amount of Class D Investor Charge-Offs for all prior
Distribution Dates, equal to the amount by which the Class D Invested Amount has
been reduced to fund the Investor Default Amount on all prior Distribution
Dates, minus (d) the aggregate amount of Reallocated Principal Collections for
all prior Distribution Dates, and plus (e) the aggregate amount of Interest
Collections, Transferor Interest Collections, and Excess Interest Collections
applied on all prior Distribution Dates for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c) and (d).
D-3
Subject to the Agreement, payments of principal are limited to the unpaid
Class D Invested Amount of the Class D Certificates, which may be less than the
unpaid balance of the Class D Certificates pursuant to the terms of the
Agreement.
All principal of and interest on the Class D Certificates is due and
payable no later than the _______ 20, 200__ Distribution Date (or if such day is
not a Business Day, the next succeeding Business Day) (the "Series 1995-1
Termination Date"). After the Series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class D Certificates. In the event that the Class D Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up to 110% of the Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the Investor Certificates), and shall pay the
proceeds to the Class A Certificateholders pro rata in final payment of the
Class A Certificates, then to the Class B Certificateholders pro rata in final
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed under its official seal.
GREEN TREE FLOORPLAN
FUNDING CORP.
By:
------------------------------
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
TRUSTEE
By:
------------------------------
Name:
Title:
D-4
EXHIBIT E
------------------------------------------------------------------------------------------------------------
Green Tree Floorplan
Green Tree Floorplan Funding Corp. Receivables Master Trust Monthly Report
Certificateholder's Statement Series 1995-1 November-95
------------------------------------------------------------------------------------------------------------
Section 5.2 Class A Class B Class C Class D Total
(i) Certificate Amount
(ii) Certificate Principal Distributed
(iii) Certificate Interest Distributed
Local Distribution per $1,000 Certificates
Certificate Principal Distributed per $1,000
Certificate Interest Distributed per $1,000
(iv) Principal Collections
(v) Interest Collections
Total Collections
(vi) Aggregate Amount of Principal Receivables
Invested Amount
Floating Allocation Percentage
(vii) Receivable Delinquencies
Current
30 Days to 99 Days
60 Days to 89 Days
90 Days and Over
Total Receivables
(viii) Aggregate Investor Default Amount
(ix) Charge-Offs
Class A
Class B
Class C
Class D
Total Charge-Offs
(x) Servicing Fee
Class A
Class B
Class C
Total Charge-Offs
(xi) Reallocated Principal Collections
Class A
Class B
Class C
(xii) Excess Funding Account Balance
(xiii) Class C Trigger Event Occurrence
Class C Reserve Amount
Average Portfolio Yield
E-1
EXHIBIT F
Form of 144A Exchange Notice and Certification
_________________ , 199__
Green Tree Floorplan Funding Corp.
500 Landmark Towers
000 Xx. Xxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention:
----------------------
Trustee
---------------------------------
---------------------------------
Attention: Corporate Trust Department
Ladies and Gentlemen:
This is to notify you as to the transfer of $ ______________ of Floating
Rate Floorplan Receivable Trust Certificates, Series 1995-1, Class C (the "Class
C Certificates") of Green Tree Floorplan Receivables Master Trust (the
"Company").
The undersigned is the holder of the Certificates and with this notice
hereby deposits with the Trustee $ _________________ principal amount of Class C
Certificates and requests that Class C Certificates in the same principal amount
be issued and executed by the Company and authenticated by the Trustee and
registered to the purchaser on _________________, 19__ , as specified in the
Pooling and Servicing Agreement, as supplemented by the Series 1995-1 Supplement
thereto, as follows:
Name: Denominations:
Address:
Taxpayer I.D. No.:
The undersigned represents and warrants that the undersigned (i) reasonably
believes the purchaser is a "qualified institutional buyer," as defined in Rule
144A under the Securities Act of 1933 (the "Act"), (ii) such purchaser has
acquired the Class C Certificates in a transaction effected in accordance with
the exemption from the registration requirements of the Act provided by Rule
144A and, (iii) if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, (A) each such account is
a qualified institutional buyer and (B) each such account is acquiring the Class
C Certificates for its own account or
F-1
for one or more institutional accounts for which it is acting as fiduciary or
agent in a minimum amount equivalent to not less than U.S. $250,000 for each
such account.
Very truly yours,
NAME OF HOLDER OF CERTIFICATE
By:
---------------------------------
Name, Chief Financial
or other Executive Officer
F-2
