Exhibit 4.2
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GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
on behalf of the Series 1995-1 Certificateholders
----------------------------
SERIES 1995-1 SUPPLEMENT
Dated as of December 1, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1995
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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
$__________ Floorplan Receivable Trust
Certificates, Series 1995-1, Class C
$__________ Floorplan Receivable Trust
Certificates, Series 1995-1, Class D
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TABLE OF CONTENTS
Page
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SECTION 1. Designation................................................... 1
SECTION 2. Definitions................................................... 1
SECTION 3. Optional Repurchase........................................... 18
SECTION 4. Delivery and Payment for the Series 1995-1
Certificates.................................................. 18
SECTION 5. Form of Delivery of Series 1995-1 Certificates................ 18
SECTION 6. Article IV of Agreement....................................... 18
ARTICLE IV
Rights of Certificateholders and
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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.................... 19
Section 4.6 Determination of Monthly Interest for the Series
1995-1 Certificates.................................... 20
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........................ 31
Section 4.12 Payment of Certificate Principal....................... 31
Section 4.13 Investor Charge-Off.................................... 33
Section 4.14 Reallocated Principal Collections for the Series
1995-1 Certificates.................................... 33
Section 4.15 Determination of LIBOR................................. 34
SECTION 7. Article V of the Agreement.................................... 36
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ARTICLE V
Distributions and Reports to Investor Certificateholders
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Section 5.1 Distributions.......................................... 36
Section 5.2 Certificateholders' Statement.......................... 37
SECTION 8. Series 1995-1 Pay Out Events................................. 39
SECTION 9. Series 1995-1 Termination.................................... 39
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer
of Series 1995-1 Certificates; Tax Treatment................. 40
SECTION 11. Ratification of Agreement.................................... 43
SECTION 12. Registration of the Class A Certificates under the
Securities Exchange Act of 1934.............................. 43
SECTION 13. Counterparts................................................. 44
SECTION 14. Governing Law................................................ 44
SECTION 15. Instructions in Writing...................................... 44
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 December 1, 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
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, 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 December 1, 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 Floorplan Receivable Trust Certificates, Series 1995-1,
Class C (the "Class C Certificates") and the 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.
"ABC Fixed/Floating Allocation Percentage" means, 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 the Pool Balance
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" means 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 principal amount of Defaulted
Receivables identified since the prior reporting date.
"Accumulation Period Commencement Date" means the first day of the August
1998 Monthly Period, provided, however, if the Accumulation Period Length has
been determined to be less than four months and, after such determination, any
outstanding Series enters into an early amortization period, the Accumulation
Period Commencement Date shall be the earlier of (i) the date that such
outstanding Series entered into its early amortization period and (ii) the
Accumulation Period Commencement Date, as previously determined.
"Accumulation Period Length" means the one, two, three or four month(s)
period, determined on July 13, 1998, and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of July 13, 1998 (after giving
effect to all changes therein on such date) and the denominator of which is the
sum of such Invested Amount and the invested amounts as of July 13, 1998 (after
giving effect to all changes therein on such date) of all other outstanding
Series whose respective revolving periods are not scheduled to end before the
last day of the November 1998 Monthly Period.
"Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
"Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
"Additional Interest" means, at any time of determination, the sum of Class
A Additional Interest and Class B Additional Interest.
"Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate and the Class B Certificate Rate, plus (ii) 2% per annum.
"Carryover Class A Interest" means (a) any Class A Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class A Additional
Interest.
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"Carryover Class B Interest" means (a) any Class B Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class B Additional
Interest.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class A Certificates will accrue, which
will be at a rate per annum equal to the lesser of (i) the applicable one-month
LIBOR plus ___% per annum or (ii) the Net Receivables Rate.
"Class A Certificateholder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" means the portion of the
Certificateholder's Interest evidenced by the Class A Certificates.
"Class A Certificates" means 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 Fixed/Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A 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 Pool Balance
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 A Floating Allocation Percentage" means, 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 sum of the Pool Balance 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 A Initial Invested Amount" means the aggregate initial principal
amount of the Class A Certificates, which is $__________.
"Class A Interest Shortfall" shall have the meaning specified in subsection
4.6(a).
"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
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principal payments made to Class A Certificateholders prior to such date, minus
(c) the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates, and plus (d) the aggregate amount allocated and available on
all prior Business Days pursuant to subsection 4.9(a)(vi) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clause (c).
"Class A Investor Charge-Off" shall have the meaning specified in
subsection 4.13(d).
"Class A Investor Percentage" means, 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 or Early Amortization Period, the ABC Fixed/Floating
Allocation Percentage.
"Class A Monthly Interest" means the interest distributable in respect of
the Class A Certificates as calculated in accordance with subsection 4.6(a).
"Class A Percentage" means 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" means the principal distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.7(a).
"Class A Required Amount" means the amount determined by the Servicer on
each Business Day equal to the excess, if any, of (x) the sum of (i) Class A
Monthly Interest for the prior Monthly Period, (ii) any Class A Monthly Interest
due but not paid on any previous Distribution Date plus any Class A Additional
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 prior Monthly Period and (iv) the Class A Floating Allocation
Percentage of the Default Amount, to the extent not previously paid, for any
Business Day in the prior Monthly Period over (y) the Series Available Interest
Collections plus any Excess Interest Collections from other Series allocated
with respect to the amounts described in clauses (x)(i) through (iv).
"Class A Scheduled Payment Date" means the Distribution Date in December
1998.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class B Certificates will accrue which
shall be at a rate per
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annum equal to the lesser of (i) the applicable one-month LIBOR plus ___% per
annum or (ii) the Net Receivables Rate.
"Class B Certificateholder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class B Certificates.
"Class B Certificates" means 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 Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(ii).
"Class B Fixed/Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
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 Pool Balance
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" means, 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 sum of the Pool Balance 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" means the aggregate initial principal
amount of the Class B Certificates, which is $_________.
"Class B Interest Shortfall" shall have the meaning specified in subsection
4.6(b).
"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 the 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
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Amount has been reduced for all prior Distribution Dates, and plus (e) the
aggregate amount allocated and available on all prior Business Days pursuant to
subsection 4.9(a)(viii) for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c) and (d).
"Class B Investor Charge-Off" shall have the meaning specified in
subsection 4.13(c).
"Class B Investor Percentage" means, 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 and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Early Amortization Period, the ABC
Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" means the interest distributable in respect of
the Class B Certificates as calculated in accordance with subsection 4.6(b).
"Class B Percentage" means 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" means the principal distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.7(b).
"Class B Principal Commencement Date" means 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" means the amount determined by the Servicer on
each Business Day equal to the excess, if any, of (x) the sum of (i) Class B
Monthly Interest for the prior Monthly Period, (ii) any Class B Monthly Interest
due but not paid on any previous Distribution Date plus any Class B Additional
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 prior Monthly Period and (iv) the Class B Floating Allocation
Percentage of the Default Amount, to the extent not previously paid, for any
Business Day in the prior Monthly Period over (y) the Series Available Interest
Collections plus any Excess Interest Collections from other Series allocated
with respect to the amounts described in clauses (x)(i) through (iv).
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"Class B Scheduled Payment Date" means the Distribution Date in January
1999.
"Class C Certificateholder" means the Person in whose name a Class C
Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class C Certificates.
"Class C Certificates" means 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 Fixed/Floating Allocation Percentage" means, 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 Pool Balance
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" means, 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 sum of the Pool Balance 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 Initial Invested Amount" means the aggregate initial principal
amount of the Class C Certificates, which is $__________.
"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 the 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 Distribution Dates, and plus (e) the aggregate amount allocated
and available on all prior Business Days pursuant to subsection 4.9(a)(ix) for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d).
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"Class C Investor Charge-Off" shall have the meaning specified in
subsection 4.13(b).
"Class C Investor Percentage" means, 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 or Early Amortization Period, the ABC
Fixed/Floating Allocation Percentage.
"Class C Percentage" means 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" with respect to any Distribution Date on or after the
Class C Principal Commencement Date will equal the sum of (i) an amount equal to
the ABC Fixed/Floating Allocation Percentage of all Principal Collections (less
the amount of Reallocated Class C Principal Collections) received during the
Monthly Period immediately preceding such Distribution Date (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
amount on deposit in the Excess Funding Account allocated to the Class C
Certificates with respect to the preceding Monthly Period, (iii) the aggregate
ABC Investor Default Amount paid from Available Series Interest Collections,
Excess Interest Collections or Reallocated Principal Collections with respect to
the preceding Monthly Period and any reimbursements from Available Series
Interest Collections, Excess Interest Collections or Reallocated Principal
Collections of unreimbursed Class C Investor Charge-Offs and Class D Investor
Charge-Offs and (iv) Shared Principal Collections allocated to the Class C
Certificates; provided, that with respect to the Series 1995-1 Termination Date,
Class C Principal will be an amount equal to the Class C Invested Amount.
"Class C Principal Commencement Date" means the earlier of (a) the
Distribution Date during 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 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 the Pooling and Servicing
Agreement and the 1995-1 Series Supplement.
"Class C Required Amount" means the amount determined by the Servicer on
each Business Day equal to the excess, if any, of (x) the sum of (i) if Green
Tree or an Affiliate of Green Tree is no longer the Servicer, the Class C
Floating Allocation
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Percentage of the Servicing Fee for the prior Monthly Period and (ii) the Class
C Floating Allocation Percentage of the Default Amount, to the extent not
previously paid, for any Business Day in the prior Monthly Period over (y) the
Series Available Interest Collections plus any Excess Interest Collections from
other Series allocated with respect to the amounts described in clauses (x)(i)
and (ii).
"Class D Certificateholder" means the person in whose name a Class D
Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class D Certificates.
"Class D Certificates" means 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" means, 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 Pool Balance
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 D Floating Allocation Percentage" means, 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.
"Class D Incremental Invested Amount" means, for any Monthly Period, the
product of (a) a fraction, the numerator of which is the sum of the Invested
Amount (exclusive of the Class D Incremental Invested Amount) on the last day of
the immediately preceding Monthly Period and the denominator of which is the
Pool Balance on such last day, times (b) the Overconcentration Amount for such
Monthly Period.
"Class D Initial Invested Amount" means the aggregate initial principal
amount of the Class D Certificates, which is $__________.
"Class D Invested Amount" means an amount equal to (a) the initial
principal balance of the Class D Certificates, plus (b) the Class D Incremental
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Invested Amount for the related Monthly Period, plus (c) any Additional Class D
Invested Amount, minus (d) the aggregate amount of principal payments made to
Class D Certificateholders prior to such date, minus (e) the aggregate amount of
Class D Investor Charge-Offs for all prior Distribution Dates, minus (f) the
aggregate amount of Reallocated Class D Principal Collections for all prior
Distribution Dates, plus (g) the aggregate amount allocated and available on all
prior Business Days pursuant to subsection 4.9(a)(x) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (e) and plus (f).
"Class D Investor Charge-Off" shall have the meaning specified in
subsection 4.13(a).
"Class D Investor Default Amount" means the portion of all Defaulted
Receivables in an amount equal to the product of (a) the Class D Floating
Allocation Percentage and (b) the aggregate principal amount of Defaulted
Receivables identified since the prior reporting date.
"Class D Investor Percentage" means, 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 or Early Amortization Period, the Class D Fixed/Floating
Allocation Percentage.
"Class D Principal" means the principal distributable in respect of the
Class D Certificates as calculated in accordance with subsection 4.7(d).
"Class D Principal Payment Commencement Date" means 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 Pooling
and Servicing Agreement and the 1995-1 Series Supplement.
"Class D Subaccount" means a subaccount of the Excess Funding Account, into
which Principal Collections allocable to Class D Certificates will be deposited
during any Early Amortization Period.
"Closing Date" means December 20, 1995.
"Controlled Accumulation Amount" means, for any Monthly Period during the
Controlled Accumulation Period, the amount determined pursuant to Section __.
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"Controlled Accumulation Period" means, 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 (i) the
commencement of the Early Amortization Period, (ii) the Initial Principal
Payment Date, (iii) payment in full to the Investor Certificateholders of the
Invested Amount, and (iv) the Series 1995-1 Termination Date.
"Controlled Accumulation Period Commencement Date" means the date
determined pursuant to Section __.
"Controlled Deposit Amount" means, for any Monthly Period, the sum of the
(i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.
"Cut-off Date" means November 10, 1995.
"Distribution Date" means the 13th day of each month, or if such day is not
a Business Day, the next succeeding Business Day, beginning January 16, 1996.
"Early Amortization Period" means the period beginning on the date that a
Pay Out Event occurs 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
Series 1995-1 Termination Date.
"Enhancement" means, 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 subordination of the Class D
Invested Amount.
"Excess Interest Collections" means, with respect to any Business Day, as
the context requires, either (x) the amount described in subsection 4.9(a)(xiii)
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.
"Fixed/Floating Allocation Percentage" means for a Series the percentage
equivalent of a fraction, the numerator of which is the Class A Invested Amount,
the Class B Invested Amount, the Class C Invested Amount or the Class D Invested
Amount, respectively, at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the Pool Balance (plus amounts, if
any, on
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deposit in the Excess Funding Account) at the end of the preceding Business Day
and (b) the sum of the numerators used to calculate allocation percentages with
respect to Principal Collections for all Series.
"Floating Allocation Percentage" means for any Business Day, the percentage
equivalent of a fraction, the numerator of which is the Class A Invested Amount,
the Class B Invested Amount, the Class C Invested Amount, or the Class D
Invested Amount, respectively, at the end of the preceding Business Day and the
denominator of which is the greater of (a) the Pool Balance (plus amounts, if
any, on deposit in the Excess Funding Account) as of the end of the preceding
Business Day and (b) with respect to Principal Collections only, the sum of the
numerator for all classes of all Series then outstanding used to calculate the
applicable allocation percentage.
"Initial Invested Amount" means the aggregate initial principal amount of
the Investor Certificates of Series 1995-1, which is $__________.
"Initial Principal Payment Date" means initially the December 1997
Distribution Date, but will successively and automatically be extended to the
next Distribution Date after the then-current Initial Principal Payment Date
unless the Servicer elects not to so extend; provided, however, that the Initial
Principal Payment Date may not be later than the Class A Scheduled Payment Date.
"Interest Accrual Period" means, with respect to a Distribution Date, the
period during which interest will accrue 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.
"Invested Amount" means, 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" means the Holder of record of an Investor
Certificate of Series 1995-1.
"Investor Certificates" means the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates.
"Investor Charge-Off" means the sum of the Class A Investor Charge-Off, the
Class B Investor Charge-Off, the Class C Investor Charge-Off and the Class D
Investor Charge-Off.
"Investor Default Amount" means a portion of all Defaulted Receivables
which will be allocated to the Certificateholders in an amount equal to the
product
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of the Floating Allocation Percentage applicable during the related Monthly
Period and the Principal Amount of Defaulted Receivables for such Monthly
Period.
"Investor Percentage" means 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" means the Closing Date.
"LIBOR" means, 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" means, for any Interest Accrual period following
the initial Interest Accrual Period, the second Business Day prior to the
commencement of the second and each subsequent Interest Accrual Period. With
respect to the initial Interest Accrual Period, the Trustee will determine LIBOR
on ________, 1995 for the period from December ___, 1995 through January 15,
1996.
"Minimum Transferor Interest" means, as of any date of determination, the
product of (i) the sum of the Invested Amount and the aggregate invested amounts
for all other Series and (ii) the Minimum Transferor Percentage.
"Minimum Transferor Percentage" means 4% with respect to the Series 1995-1
Certificates.
"Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if any)
collected during such Monthly Period and the denominator of which is the average
daily aggregate Receivables balance (without deducting therefrom the discount
portion, if any) for such Monthly Period.
"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
December 31, 1995.
"Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Certificateholders' Interest during each Monthly Period, which will be equal
to one-twelfth of the product of (x) the Servicing Fee Rate per annum and (y)
the Invested Amount on the preceding Record Date or, in the case of the first
Distribution Date, the initial principal amount of the Certificates.
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"Negative Carry Amount" means, for any Business Day, to the extent that any
amounts are on deposit in the Excess Funding Account on such Business Day, 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.
"Net Receivables Rate" means, for any Distribution Date (i) the weighted
average of the interest rates borne by the Receivables during the second
preceding Monthly Period (because interest payments on the Receivables at such
rates will be due and payable in the Monthly Period preceding such Distribution
Date), plus (ii) the product of (x) the Monthly Payment Rate for the Monthly
Period preceding such Distribution Date, the (y) Discount Factor, if any, for
such Distribution Date, and (z) twelve, less 2% per annum.
"Paying Agent" means, for the Series 1995-1 Certificates, Norwest Bank
Minnesota, National Association and Banque de Luxembourg.
"Period Length Determination Date" means the Determination Date immediately
preceding the _________, 199__ Distribution Date and on each Determination Date
thereafter until the Controlled Accumulation Period commences.
"Portfolio Yield" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate amount of Available Series Interest Collections for such Monthly
Period, calculated on a cash basis, minus 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 Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments int he Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.
"Principal Investment Proceeds" means investment earnings (net of
investment losses and expenses) on funds on deposit in the Principal Account
during the Controlled Accumulation Period.
"Principal Shortfalls" means the amounts representing scheduled or
permitted principal distributions to certificateholders and deposits to
principal
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funding accounts, if any, for any Series that have not been covered out of the
Principal Collections allocable to such Series and certain other amounts.
"Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Green Tree Financial Corporation.
"Rating Agency" means each of Standard & Poor's Rating Services, a Division
of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's") and Xxxxx'x Investors
Service, Inc. ("Moody's").
"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" means the sum of Reallocated Class B
Principal Collections, Reallocated Class C Principal Collections and Reallocated
Class D Principal Collections.
"Required Amount" shall have the meaning specified in Section 4.10.
"Revolving Period" with respect to Series 1995-1 means the period from and
including the Closing Date to, but not including, the earlier of (a) the Initial
Principal Payment Date, (b) the commencement of the Controlled Accumulation
Period and (c) the commencement of the Early Amortization Period.
"Series 1995-1" means the Series of the Green Tree Floorplan Receivables
Master Trust represented by the Series 1995-1 Certificates.
"Series 1995-1 Certificateholder" means 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" means the earlier of (i) the date in which
the final distribution of principal and interest on the Certificates is made and
(ii) the ___ Distribution Date.
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"Series Allocation Percentage" means, on any date of determination, the
percentage equivalent of a fraction the numerator of which is the Invested
Amount of such Series and the denominator of which is the sum of the Invested
Amounts of all Series then outstanding.
"Series Available Interest Collections" means, for any Business Day, the
Floating Allocation Percentage of Interest Collections for such Business Day.
"Series Issuance Date" means the date of issuance of any other Series.
"Series Servicing Fee Percentage" means 2.00% per annum.
"Servicing Compensation" means the Monthly Servicing Fee and certain other
amounts (as specified in the Pooling and Servicing Agreement and the Series
Supplement) which the Servicer will receive from the Trust.
"Servicing Fee" means 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.
"Servicing Fee Rate" means 2.00% per annum.
"Shared Principal Collections" means the amount of Principal Collections
for any Business Day allocated by the Servicer to the Class A, Class B and Class
C Certificateholders' Interest (other than amounts allocated to the Transferor
Retained Class) remaining after covering required deposits or payments to the
Certificateholders and any similar amount remaining for any other Series.
"Termination Payment Date" means 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 Series 1995-1 Termination Date.
"Transferor Interest Collections" means, on any Business Day, the Series
Allocation Percentage of the Interest Collections allocable to the Transferor
Interest for such Business Day.
"Transferor Percentage" (a) when used with respect to Principal Collections
during the Revolving Period and Interest Collections and the amount of Defaulted
Receivables at all times, 100% minus the sum of the Floating Allocation
Percentage and the floating allocation percentages for all other Series and (b)
when used with respect to Principal Collections during the Controlled
Accumulation Period or Early Amortization Period, 100% minus the sum of the
Fixed/Floating Allocation Percentage and the allocation percentages used with
respect to Principal Collections for all other Series.
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"Transferor Retained Certificates" means 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.
"Trust" means the Green Tree Floorplan Receivables Master Trust.
"Trust Accounts" means the Interest Funding Account, the Principal Account,
the Distribution Account, the Collection Account, the Excess Funding Account and
the Class D Subaccount of the Excess Funding Account.
SECTION 3. Optional Repurchase. The Series 1995-1 Certificates shall be
subject to termination by the Transferor at its option, in accordance with the
terms specified in subsection 12.2(a) of the Agreement, on any Distribution Date
on or after the Distribution Date on which the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount is reduced
to an amount less than or equal to 10% of the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount. The deposit required in connection with any such termination
and final distribution shall be equal to the sum of the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount plus accrued and
unpaid interest on the Series 1995-1 Certificates through the day prior to the
Distribution Date on which the final distribution occurs.
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, 4.2 and 4.3 of the
Agreement shall read in their entirety as provided in the Agreement. Article IV
of the Agreement (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
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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 the Class D Subaccount of 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:
(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 or Early Amortization Period, prior to the Business Day on which an
amount equal to the Class C Invested Amount has been deposited in the
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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 Monthly 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 on the related Record
Date or, with respect to the first Distribution Date, the initial outstanding
principal balance of the Class A Certificates.
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 Monthly 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
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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 Monthly 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 on the related Record Date or, with respect
to the first Distribution Date, the initial outstanding principal balance of the
Class B Certificates.
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 Monthly 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.
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 or Early
Amortization 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,
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allocated to the Class A Certificates pursuant to subsections 4.9(a)(iv), (vi),
(viii), (ix) and (x) 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 lesser of (i) the Controlled Deposit Amount for such
Distribution Date and (ii) the Class A Invested Amount; provided, further, that
with respect to the 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)(iv), (viii), (ix) and (x) 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 lesser of (i) the Controlled Deposit Amount
for such Distribution Date and (ii) the Class B Invested Amount; provided,
further, that with respect to the 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 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 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
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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, (iii) the amount, if any, allocated to the Class C Certificates pursuant
to subsections 4.9(a)(iv), (ix) and (x) 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 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 the
Transfer Date preceding the Class D Principal Commencement Date, and on each
Transfer Date thereafter until the Trust is terminated or until the Class D
Invested Amount is paid in full, shall equal an amount 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)(v) and
(x) 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 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.
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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 Floating Allocation Percentage of Interest Collections available
in the Collection Account (the "Series Available Interest Collections") required
to be withdrawn from the Collection Account pursuant to subsections 4.9(a)(i)
through 4.9(a) (xii).
(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 Series Available Interest
Collections for such Business Day, an amount equal to the lesser of (x) the
Series Available Interest Collections and (y) the excess of (1) the sum of
Class A Monthly 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 Series Available 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 Series Available Interest Collections and (y) the excess of (1)
the sum of Class B Monthly 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) 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
Series Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) and (ii), an amount equal to
the lesser of (x) any such remaining Series Available Interest Collections
and (y) the excess of
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(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.
(iv) 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 (iii), an amount equal to the
lesser of (x) any such remaining Series Available 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 or Early Amortization Period, deposited in the
Principal Account for distribution to the applicable Class or Classes of
Certificateholders on the next Distribution Date.
(v) 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 with-
drawals pursuant to subsections 4.9(a)(i) through (iv), an amount equal to
the lesser of (x) any such remaining Series Available 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, (B) to the extent allocated to Class D Principal pursuant to
Section 4.7 during the Controlled Accumulation Period or Early Amortiza-
tion Period following the payment in full of the Class C Invested Amount,
deposited in the Principal Account for distribution to the Class D
Certificateholders on the next Distribution Date and (C) to be available
to be applied as Reallocated Class D Principal Collections during the Early
Amortization Period prior to the payment of the Class C Invested Amount in
full, deposited in the Class D Subaccount of the Excess Funding Account, to
be held until the Class C Invested Amount has been paid in full.
(vi) Reimbursement of Class A Investor Charge-Off. 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 Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (v), an amount equal
to
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the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed Class A Investor Charge-Off, if any,
will be applied to reimburse Class A Investor Charge-Off, such amount
during the Revolving Period to be treated as Shared Principal Collections,
and during the Controlled Accumulation Period or Early Amortization 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.
(vii) 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 Series Available 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 Series Available 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 with respect 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.
(viii) Reimbursement of Class B Investor Charge-Off. 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
Series Available 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 Series Available 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 or Early Amortization
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 or Early Amortization 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 but prior to
the Class C Principal Commencement Date, to be deposited in the Principal
Account for payment to the Class B Certificateholders on the next
Distribution Date.
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(ix) Reimbursement of Class C Investor Charge-Off. 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 Series
Available 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 Series Available 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 or Early Amortization
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
or Early Amortization Period, on and prior to the day on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account
but prior to the Class C Principal Commencement Date, 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 or Early Amortization 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
deposited in the Principal Account for payment to the Class C Certificate-
holders on the next Distribution Date.
(x) Reimbursement of Class D Investor Charge-Off. 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 Series
Available 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 Series Available Interest
Collections and (y) the unreimbursed amount by which the Class D Invested
Amount has been reduced on prior Business Days pursuant to clauses (e) and
(f) 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, (ii)
during the Early Amortization Period, be deposited in the Class D
Subaccount of the Excess Funding Account, to be held until the Class C
Invested Amount has been paid in full, and to be available to be applied as
Reallocated Class D Principal Collections and (iii) during the Controlled
Accumulation Period 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.
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(xi) 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 Series
Available Interest Collections for such Business Day (after giving effect
to the withdrawals pursuant to subsections 4.9(a)(i) through (x) 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.
(xii) Excess Interest Collections. Any amounts remaining in the
Collection Account to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsection 4.9(a)(i) through (xi), 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 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 or the Initial Principal Payment 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
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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)(iv), (vi), (viii), (ix) and (x) 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)(iv), (viii), (ix) and (x) 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 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)(iv), (ix) and
(x) 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;
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(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)(v) and (x) 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.
(d) On the first Business Day of the Controlled Accumulation Period or
Early Amortization Period or on the Business Day preceding the Initial Principal
Payment Date, 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).
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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 sum of the Negative Carry Amount and the
Principal Funding Investment Shortfall, if any, for such Business Day in the
manner specified for application of Series Available Interest Collections in
subsections 4.9(a)(i) through (xi).
(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 (xi),
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 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) and (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 (vii).
Section 4.12 Payment of Certificate Principal.
(a) On the Transfer Date preceding each Distribution Date with respect to
the Controlled Accumulation Period or following the Initial Principal Payment
Date, 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
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deposit in the Distribution Account, to the extent of funds
available, an amount equal to the Class A Principal for such Distribution Date.
On the Class A Scheduled Payment Date (or the Initial Principal Payment Date, if
applicable), 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 (or the
Initial Principal Payment Date, if applicable) 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
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.
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Section 4.13 Investor Charge-Off.
(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)(iv) and (v) 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 maintained at or 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").
(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 or Early Amortization 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
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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 Series Available 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 or Early
Amortization 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).
(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 or Early
Amortization 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 Series Available 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
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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 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 and the Class B 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 (000) 000-0000.
(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.
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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 4.12 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 13th 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 processed during the related
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 related
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 or Early
Amortization Period, the ABC Fixed/Floating Allocation Percentage, with
respect to the Principal Receivables in the Trust as of the close of
business on the Record Date;
(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 the
Record Date;
(viii) the aggregate Investor Default Amount for the related
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;
and
(xi) the aggregate amount of funds in the Excess Funding Account as of
the last day of the Monthly Period immediately preceding the Distribution
Date.
(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 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.
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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) any Servicer Default occurs;
(b) 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 balance (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 20%;
(c) 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;
(d) 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;
(e) the sum of all Cash Equivalents and other amounts on deposit in
the Excess Funding Account represents more than 50% of the sum of the
aggregate amount of Principal Receivables (without deducting therefrom any
discount portion) for 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; or
(f) if the Class D Principal has been reallocated to cover any
Required Amounts and has not been reimbursed as of the subsequent
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
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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 "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
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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.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE
TRANSFEROR MAY PREVENT ANY TRANSFER, PARTICIPATION OR OTHER DISPOSITION OF
ANY INTEREST IN ANY CLASS C CERTIFICATE IF THE TRANSFEROR, IN ITS SOLE AND
ABSOLUTE DISCRETION, DETERMINES THAT SUCH TRANSFER, PARTICIPATION OR OTHER
DISPOSITION, IF EFFECTED, WOULD CAUSE THE TRUST TO BE TREATED AS A PUBLICLY
TRADED PARTNERSHIP UNDER SECTION 7704 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR THE TREASURY REGULATIONS ISSUED THEREUNDER.
(c) Each Class D Certificate will bear a legend substantially in the
following form:
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.
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(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.
(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
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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 Certificateholder shall comply with its 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.
(h) Notwithstanding anything in this Agreement to the contrary, the
Transferor may prevent any transfer, participation or other disposition of any
interest in any Class C Certificate if the Transferor, in its sole and absolute
discretion, determines that such transfer, participation or other disposition,
if effected, would cause the Trust to be treated as a publicly traded
partnership under Section 7704 of the Internal Revenue Code of 1986, as amended,
or the Treasury Regulations issued thereunder.
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 _______,
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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
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.
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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:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:
Name:
Title:
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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 December 1, 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 Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1995-1 Supplement, dated as of December 1, 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 Floating Rate Trust 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 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 the lesser of (i)
interest at the rate of ___% per annum above LIBOR determined on December __,
1995 for the period from December __, 1995 through January 14, 1996, and at a
rate equal to ___% per annum above LIBOR determined on the related LIBOR
Determination Date for each Interest Accrual Period thereafter or (ii) the Net
Receivables Rate, (such rate, as in effect from time to time, the "Class A
Certificate Rate"). Interest on the Class A Certificates will accrue from the
Closing Date and will be distributed on January 16, 1996, and on the 13th 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 Date
(or in the case of the first Distribution Date, the initial Class A Invested
Amount).
A-2
On the earlier of the December 14, 1998 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 1995-1 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 prior to such date, 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, 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 December 14, 1998 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.
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.
A-3
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:
Name:
Title:
Dated: __________, 1995
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, 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 December 1, 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 Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1995-1 Supplement, dated as of December 1, 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 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 the lesser of (i)
interest at the rate of ___% per annum above LIBOR determined on December __,
1995 for the period from December __, 1995 through January 14, 1996, and at a
rate equal to ___% per annum above LIBOR determined on the related LIBOR
Determination Date for each Interest Accrual Period thereafter or (ii) the Net
Receivables Rate (such rate, as in effect from time to time, the "Class B
Certificate Rate"). Interest on the Class B Certificates will accrue from the
Closing Date and will be distributed on January 16, 1996, and on the 13th 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 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
B-3
has been reduced for all prior Distribution Dates, and
plus (e) the aggregate amount of Available Series 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 January 13, 1999 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.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
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.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, 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.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE
TRANSFEROR MAY PREVENT ANY TRANSFER, PARTICIPATION OR OTHER DISPOSITION OF
ANY INTEREST IN ANY
C-1
CLASS C CERTIFICATE IF THE TRANSFEROR, IN ITS SOLE AND
ABSOLUTE DISCRETION, DETERMINES THAT SUCH TRANSFER, PARTICIPATION OR OTHER
DISPOSITION, IF EFFECTED, WOULD CAUSE THE TRUST TO BE TREATED AS A PUBLICLY
TRADED PARTNERSHIP UNDER SECTION 7704 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR THE TREASURY REGULATIONS ISSUED THEREUNDER.
C-2
No. $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
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 December 1, 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 Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1995-1 Supplement, dated as of December 1, 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 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 Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust
C-3
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 Principal Commencement 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 Certificateholders until the Distribution Date either on
or following the Distribution Date on which the Class B Invested Amount has been
paid in full.
Interest will not accrue on the unpaid principal amount of the Class C
Certificates.
"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 Invested Amount has not been reduced
for all prior Distribution Dates, and plus (e) the aggregate amount of Available
Series 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 ________, 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 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),
C-4
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-5
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:
Name:
Title:
Dated: __________, 1995
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:
Name:
Title:
C-6
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
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 December 1, 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 Norwest Bank Minnesota, National Association, as Trustee (the
"Trustee"), and the Series 1995-1 Supplement, dated as of December 1, 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 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 Principal 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 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 plus (b) the Class D Incremental
Invested Amount for the related Monthly Period, plus (c) any Additional Class D
Invested Amount, minus (d) the aggregate amount of principal payments made to
Class D Certificateholders prior to such date, minus (e) 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 (f) the aggregate
amount of Reallocated Principal Collections for all prior Distribution Dates,
plus (g) the aggregate amount of Interest Collections and Excess Interest
Collections applied on all prior Distribution Dates for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (e) and (f).
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__ Distribution Date (or if such day is
not a Business Day, the next succeeding Business Day) (the "Series 1995-1
Termination Date").
D-3
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.
D-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By: _________________________
Name:
Title:
Dated: __________, 1995
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By: __________________________
Name:
Title:
D-5
EXHIBIT E
Green Tree Floorplan
Green Tree Floorplan Funding Corp. Receivables Master Trust Monthly Report
Certificateholder's Statement Series 1995-1 December-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 Day and Over
Total Receivables
(viii) Aggregate Investor Default Amount
(ix) Charge-Off
Class A
Class B
Class C
Class D
Total Charge-Off
(x) Servicing Fee
Class A
Class B
Class C
Total Charge-Off
(xi) Reallocated Principal Collections
Class A
Class B
Class C
(xii) Excess Funding Account Balance
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 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
