Exhibit 4.2
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DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
Seller
DEUTSCHE FINANCIAL SERVICES CORPORATION
Servicer
and
[ ]
Trustee
-------------------------------------
SERIES [ ] SUPPLEMENT
Dated as of [ ]
to
POOLING AND SERVICING AGREEMENT
Amended and Restated as of October 1, 1996
--------------------------------------
$[ ]
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
SERIES [ ]
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [ ] Certificates
SECTION 1.1 Designation.......................................................... 1
ARTICLE II
Definitions
SECTION 2.1 Definitions.......................................................... 1
ARTICLE III
Servicing Fee
SECTION 3.1 Servicing Compensation............................................... 14
ARTICLE IV
Rights of Series [ ] Certificateholders and
Allocation and Application of Collections
SECTION 4.1 Allocations; Payments to Seller...................................... 16
SECTION 4.2 Monthly Interest; Determination of Certificate Rate.................. 17
SECTION 4.3 Determination of Monthly Principal................................... 18
SECTION 4.4 Establishment of Reserve Fund and Funding Accounts................... 18
SECTION 4.5 Deficiency Amount.................................................... 21
SECTION 4.6 Application of Investor Non-Principal Collections, Investment
Proceeds and Available Investor Principal Collections.............. 22
SECTION 4.7 Distributions to Series [ ] Certificateholders...................... 24
SECTION 4.8 Application of Reserve Fund and Available Subordinated Amount........ 26
SECTION 4.9 Investor Charge-Offs................................................. 27
SECTION 4.10 Excess Servicing..................................................... 28
SECTION 4.11 Excess Principal Collections......................................... 28
SECTION 4.12 Excess Funding Account............................................... 28
i
ARTICLE V
Distribution and Reports to
Series [ ] Certificateholders
SECTION 5.1 Distributions........................................................ 30
SECTION 5.2 Reports and Statements to Series [ ] Certificateholders........... 30
ARTICLE VI
Early Amortization Events
SECTION 6.1 Additional Early Amortization Events................................. 31
ARTICLE VII
Optional Repurchase
SECTION 7.1 Optional Repurchase.................................................. 32
ARTICLE VIII
Final Distributions
SECTION 8.1 Sale of Certificateholders' Interest Pursuant to Section 2.3 of
the Agreement; Distributions Pursuant to Section 7.1 of this
Series Supplement or Section 2.3 or 12.2(c) of the Agreement....... 32
SECTION 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables Pursuant to Section 9.2 of the Agreement........... 33
ARTICLE IX
Miscellaneous Provisions
SECTION 9.1 Registration of the Series [ ] Certificates under the
Securities Exchange Act of 1934.................................... 34
SECTION 9.2 Ratification of Agreement............................................ 34
SECTION 9.3 Counterparts......................................................... 35
SECTION 9.4 Governing Law........................................................ 35
SECTION 9.5 Limitation of Class C Certificates................................... 35
SECTION 9.6 The Trustee.......................................................... 36
SECTION 9.7 Instructions in Writing.............................................. 36
SECTION 9.8 Initial Funding of Reserve Fund...................................... 36
ii
EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B Form of Class B Certificate
Exhibit C Form of Class C Certificate
Exhibit D Distribution Date Statement
SCHEDULES
Schedule 1 Accounts
Schedule 2 Initial Principal Amounts of Certificates
iii
SERIES [ ] SUPPLEMENT dated as of [ ] (this "Series Supplement") among
DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited partnership, as Seller,
DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada corporation, as Servicer, and
[ ] as Trustee.
Pursuant to Section 6.3 of the Pooling and Servicing Agreement, dated as of
December 1, 1993, amended and restated as of March 1, 1994, further amended as
of January 24, 1996 and amended and restated as of October 1, 1996 (as amended
and supplemented, the "Agreement"), among the Seller, the Servicer and the
Trustee, the Seller may from time to time direct the Trustee to issue, on behalf
of the Trust, one or more new Series of Investor Certificates. The Principal
Terms of any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee shall create
a new Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
Creation of the Series [ ] Certificates
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SECTION 1.1 Designation. (a) There is hereby created a Series of
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Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Floating Rate Asset Backed Certificates, Series [
]," which shall consist of three Classes to be known, respectively, as the
"Floating Rate Asset Backed Certificates, Series [ ], Class A," "Floating
Rate Asset Backed Certificates, Series [ ], Class B" and "Floating Rate Asset
Backed Certificates, Series [ ], Class C."
(b) In the event that any term or provision contained herein shall conflict
with or be inconsistent with any term or provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern.
ARTICLE II
Definitions
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SECTION 2.1 Definitions. (a) Whenever used in this Series Supplement
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the following words and phrases shall have the following meanings:
"Accumulation Period" shall mean [ ].
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"Accumulation Period Commencement Date" shall mean the date which is the
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first day of the [specify month and year] Collection Period; provided, however,
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that upon written notice to the Trustee, the Servicer may elect to postpone the
Accumulation Period Commencement Date such that the number of months included in
the Accumulation Period shall equal or exceed the Accumulation Period Length;
provided further, however, that such election shall only be
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permitted if the Accumulation Period Length is less than four months; provided
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further, however, that the Accumulation Period Commencement Date shall not be
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postponed beyond the first day of the [specify month and year] Collection
Period.
"Accumulation Period Length" shall mean [ ].
--------------------------
"Additional Early Amortization Event" shall have the meaning specified in
-----------------------------------
Section 6.1.
"Additional Interest" shall mean the sum of the Class A Additional
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Interest, the Class B Additional Interest and the Class C Additional Interest.
"Adjustment Date" shall mean, with respect to any Interest Period, the
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second London Business Day prior to the Interest Payment Date preceding such
Interest Period (and with respect to an Interest Period commencing on an
Interest Payment Date, the second London Business Day preceding such Interest
Payment Date); provided that with respect to the first Interest Period and each
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other Interest Period prior to the first Interest Payment Date, the Adjustment
Date shall be [ ].
"Allocable Miscellaneous Payments" shall mean, with respect to any
--------------------------------
Distribution Date, the product of (a) the Series [ ] Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect to
the related Collection Period.
"Available Investor Principal Collections" shall mean, with respect to any
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Distribution Date, the sum of (a) an amount equal to Investor Principal
Collections for such Distribution Date, (b) Allocable Miscellaneous Payments
with respect to such Distribution Date and (c) on the Termination Date, any
funds in the Reserve Fund after giving effect to Section 4.8.
"Available Seller's Collections" shall mean, with respect to any Deposit
------------------------------
Date, the sum of (a) the Available Seller's Non-Principal Collections for such
Deposit Date and (b) the Available Seller's Principal Collections for such
Deposit Date; provided, however, that the Available Seller's Collections shall
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be zero for any Collection Period with respect to which the Available
Subordinated Amount is zero on the Determination Date immediately following the
end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with respect to
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any Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Non-
Principal Collections for such Deposit Date.
"Available Seller's Principal Collections" shall mean, with respect to any
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Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Principal
Collections for such Deposit Date.
2
"Available Subordinated Amount" shall mean, for the first Determination
-----------------------------
Date, an amount equal to [ ]. The "Available Subordinated Amount" for any
subsequent Determination Date shall mean an amount equal to (i) [ ]
minus (ii) the aggregate of the Required Subordination Draw Amounts for all
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preceding Distribution Dates to the extent provided in Section 4.8.
"Carry-over Amount" shall mean the sum of the Class A Carry-over Amount,
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the Class B Carry-over Amount and the Class C Carry-over Amount.
"Certificateholders" shall mean, collectively, the Class A
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Certificateholders, the Class B Certificateholders and the Class C
Certificateholders.
"Certificateholders' Monthly Servicing Fee" shall have the meaning
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specified in Section 3.1.
"Certificates" shall mean, collectively, the Class A Certificates, the
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Class B Certificates and the Class C Certificates.
"Class A Additional Interest" shall have the meaning specified in Section
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4.2(a).
"Class A Carry-over Amount" shall mean, with respect to a Distribution Date
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for which the Class A Certificate Rate is equal to the per annum rate in clause
(ii) of the definition of Class A Certificate Rate, an amount equal to the
excess of (a) the amount equal to the Class A Monthly Interest for such
Distribution Date calculated as if the Class A Certificate Rate for such
Distribution Date were equal to the per annum rate in clause (i) of the
definition of Class A Certificate Rate over (b) the Class A Monthly Interest for
such Distribution Date.
"Class A Certificate Rate" shall mean, for an Interest Period and the
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Distribution Date immediately following such Interest Period, a rate per annum
equal to the lesser of (i) LIBOR plus [ ] basis points [ ]% per annum and
(ii) the related Net Receivables Rate.
"Class A Certificateholders" shall mean the Holders of Class A
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Certificates.
"Class A Certificates" shall mean any one of the "Floating Rate Asset
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Backed Certificates, Series [ ], Class A" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit A.
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"Class A Initial Invested Amount" shall mean, for any date, the initial
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principal amount of the Class A Certificates, which is set forth in Schedule 2,
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plus (x) the product of (i) the Class A Percentage multiplied by (ii) the amount
----
of any withdrawals from the Excess Funding Account in connection with an
increase in Pool Balance since the Closing Date, minus (y) the product of (i)
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the Class A Percentage multiplied by (ii) the amount of any additions to the
Excess Funding Account in connection with a reduction in the Pool Balance since
the Closing Date.
3
"Class A Interest Shortfall" shall have the meaning specified in Section
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4.2(a).
"Class A Invested Amount" shall mean, for any date, an amount equal to the
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sum of (a)(i) the Class A Initial Invested Amount, minus (ii) the aggregate
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amount of principal payments made to Class A Certificateholders prior to such
date, minus (iii) the aggregate amount of all unreimbursed Class A Investor
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Charge-Offs.
"Class A Investor Charge-Off" shall have the meaning specified in Section
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4.9.
"Class A Monthly Interest" on any Distribution Date shall be an amount
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equal to the product of (i) the Class A Certificate Rate, (ii) a fraction the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, and (iii) (A) the outstanding principal
balance of the Class A Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of principal made to
Class A Certificateholders on such preceding Distribution Date, if any) or (B)
in the case of the first Distribution Date with respect to Series [ ], the
initial principal amount of the Class A Certificates as set forth in Schedule 2.
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"Class A Percentage" shall mean the percentage equivalent of a fraction,
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the numerator of which is the outstanding principal balance of the Class A
Certificates and the denominator of which is the outstanding principal balance
of all Certificates.
"Class A Pool Factor" shall mean, with respect to any Determination Date, a
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number carried out to eleven decimals representing the ratio of the outstanding
principal amount of the Class A Certificates as of such Determination Date
(determined after taking into account any increases or decreases in the Class A
Invested Amount which will occur on the following Distribution Date) to the
initial principal amount of the Class A Certificates.
"Class B Additional Interest" shall have the meaning specified in Section
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4.2(a).
"Class B Carry-over Amount" shall mean, with respect to a Distribution Date
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for which the Class B Certificate Rate is equal to the per annum rate in clause
(ii) of the definition of Class B Certificate Rate, an amount equal to the
excess of (a) the amount equal to the Class B Monthly Interest for such
Distribution Date calculated as if the Class B Certificate Rate for such
Distribution Date were equal to the per annum rate in clause (i) of the
definition of Class B Certificate Rate over (b) the Class B Monthly Interest for
such Distribution Date.
"Class B Certificate Rate" shall mean, for an Interest Period and the
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Distribution Date immediately following such Interest Period, a rate per annum
equal to the lesser of (i) LIBOR plus [ ] basis points [ ]% per annum and
(ii) the related Net Receivables Rate.
"Class B Certificateholders" shall mean the Holders of Class B
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Certificates.
4
"Class B Certificates" shall mean any one of the "Floating Rate Asset
--------------------
Backed Certificates, Series [ ], Class B" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit B.
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"Class B Initial Invested Amount" shall mean, for any date, the initial
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principal amount of the Class B Certificates, which is set forth in Schedule 2,
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plus (x) the product of (i) the Class B Percentage multiplied by (ii) the amount
----
of any withdrawals from the Excess Funding Account in connection with an
increase in Pool Balance since the Closing Date, minus (y) the product of (i)
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the Class B Percentage multiplied by (ii) the amount of any additions to the
Excess Funding Account in connection with a reduction in the Pool Balance since
the Closing Date.
"Class B Interest Shortfall" shall have the meaning specified in Section
--------------------------
4.2(a).
"Class B Invested Amount" shall mean, for any date, an amount equal to the
-----------------------
sum of (a)(i) the Class B Initial Invested Amount, minus (ii) the aggregate
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amount of principal payments made to Class B Certificateholders prior to such
date, minus (iii) the aggregate amount of all unreimbursed Class B Investor
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Charge-Offs.
"Class B Investor Charge-Off" shall have the meaning specified in Section
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4.9.
"Class B Monthly Interest" on any Distribution Date shall be an amount
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equal to the product of (i) the Class B Certificate Rate, (ii) a fraction the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, and (iii) (A) the outstanding principal
balance of the Class B Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of principal made to
Class B Certificateholders on such preceding Distribution Date, if any) or (B)
in the case of the first Distribution Date with respect to Series [ ], the
initial principal amount of the Class B Certificates as set forth in Schedule 2.
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"Class B Percentage" shall mean the percentage equivalent of a fraction,
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the numerator of which is the outstanding principal balance of the Class B
Certificates and the denominator of which is the outstanding principal balance
of all Certificates.
"Class B Pool Factor" shall mean, with respect to any Determination Date, a
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number carried out to eleven decimals representing the ratio of the outstanding
principal amount of the Class B Certificates as of such Determination Date
(determined after taking into account any increases or decreases in the Class B
Invested Amount which will occur on the following Distribution Date) to the
initial principal amount of the Class B Certificates.
"Class C Additional Interest" shall have the meaning specified in Section
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4.2(a).
"Class C Carry-over Amount" shall mean, with respect to a Distribution Date
-------------------------
for which the Class C Certificate Rate is equal to the per annum rate in clause
(ii) of the definition of Class C Certificate Rate, an amount equal to the
excess of (a) the amount equal to the Class C
5
Monthly Interest for such Distribution Date calculated as if the Class C
Certificate Rate for such Distribution Date were equal to the per annum rate in
clause (i) of the definition of Class C Certificate Rate over (b) the Class C
Monthly Interest for such Distribution Date.
"Class C Certificate Rate" shall mean, for an Interest Period and the
------------------------
Distribution Date immediately following such Interest Period, a rate per annum
equal to the lesser of (i) LIBOR plus [ ] basis points [ ]% per
annum and (ii) the related Net Receivables Rate.
"Class C Certificateholders" shall mean the Holders of Class C
--------------------------
Certificates.
"Class C Certificates" shall mean any one of the "Floating Rate Asset
--------------------
Backed Certificates, Series [ ], Class C" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit C.
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"Class C Initial Invested Amount" shall mean, for any date, the initial
-------------------------------
principal amount of the Class C Certificates, which is set forth in Schedule 2,
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plus (x) the product of (i) the Class C Percentage multiplied by (ii) the amount
----
of any withdrawals from the Excess Funding Account in connection with an
increase in Pool Balance since the Closing Date, minus (y) the product of (i)
-----
the Class C Percentage multiplied by (ii) the amount of any additions to the
Excess Funding Account in connection with a reduction in the Pool Balance since
the Closing Date.
"Class C Interest Shortfall" shall have the meaning specified in Section
--------------------------
4.2(a).
"Class C Invested Amount" shall mean, for any date, an amount equal to the
-----------------------
sum of (a) (i) the Class C Initial Invested Amount, minus (ii) the aggregate
-----
amount of principal payments made to Class C Certificateholders prior to such
date, minus (iii) the aggregate amount of all unreimbursed Class C Investor
-----
Charge-Offs.
"Class C Investor Charge-Off" shall have the meaning specified in Section
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4.9.
"Class C Monthly Interest" on any Distribution Date shall be an amount
------------------------
equal to the product of (i) the Class C Certificate Rate, (ii) a fraction the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, and (iii) (A) the outstanding principal
balance of the Class C Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of principal made to
Class C Certificateholders on such preceding Distribution Date, if any) or (B)
in the case of the first Distribution Date with respect to Series [ ], the
initial principal amount of the Class C Certificates as set forth in Schedule 2.
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"Class C Percentage" shall mean the percentage equivalent of a fraction,
------------------
the numerator of which is the outstanding principal balance of the Class C
Certificates and the denominator of which is the outstanding principal balance
of all Certificates.
6
"Class C Pool Factor" shall mean, with respect to any Determination Date, a
-------------------
number carried out to eleven decimals representing the ratio of the outstanding
principal amount of the Class C Certificates as of such Determination Date
(determined after taking into account any increases or decreases in the Class C
Invested Amount which will occur on the following Distribution Date) to the
initial principal amount of the Class C Certificates.
"Closing Date" shall mean [ ].
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"Controlled Amortization Amount" shall mean the quotient obtained by
------------------------------
dividing the Invested Amount as of the Determination Date on which the
Accumulation Period Length is determined (after giving effect to any changes
therein on such date) by the number of months comprising the Accumulation Period
Length.
"Controlled Distribution Amount" shall mean, for any Distribution Date with
------------------------------
respect to the Accumulation Period, the excess, if any, of (i) the product of
the Controlled Amortization Amount and the number of Distribution Dates from and
including the first Distribution Date during the Accumulation Period through and
including such Distribution Date over (ii) the sum of amounts on deposit in the
Excess Funding Account and the Principal Funding Account, in each case before
giving effect to any withdrawals from or deposits to such accounts on such
Distribution Date.
"Deficiency Amount" shall have the meaning specified in Section 4.5.
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"Distribution Date Statement" shall have the meaning specified in Section
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5.2(a).
"Early Amortization Event" shall mean any Early Amortization Event
------------------------
specified in Section 9.1 of the Agreement, together with any Additional Early
Amortization Event specified in Section 6.1 of this Series Supplement.
"Early Amortization Period" shall mean an Early Amortization Period (as
-------------------------
defined in the Agreement) with respect to Series [ ].
"Excess Funding Account" shall have the meaning specified in Section
----------------------
4.4(d).
"Excess Principal Collections" shall mean the amounts equal to the balances
----------------------------
referred to as such in Sections 4.6(b)(ii) and 4.6(c)(ii).
"Excess Seller's Percentage" shall mean, with respect to any Collection
--------------------------
Period, a percentage (which percentage shall never be less than 0% nor more than
100%) equal to (a) when used with respect to Non-Principal Collections and
Defaulted Receivables, 100% minus the sum of (i) the Floating Allocation
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Percentage with respect to such Collection Period plus the sum of the floating
allocation percentages for all other outstanding Series of Investor Certificates
for such Collection Period and (ii) the percentage equivalent of a fraction, the
numerator of which is the sum of the Available Subordinated Amount as of the
Determination Date occurring in such
7
Collection Period plus the sum of the aggregate available subordinated amounts
for all other outstanding Series of Investor Certificates as of such
Determination Date (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date), and the denominator of which is
the Pool Balance as of the last day of the immediately preceding Collection
Period or (b) when used with respect to Principal Collections, 100% minus the
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sum of (i) the floating allocation percentages for all outstanding Series that
are in their revolving periods with respect to such Collection Period plus the
sum of the principal allocation percentages for all outstanding Series of
Investor Certificates that are not in their revolving periods with respect to
such Collection Period and (ii) the percentage equivalent of a fraction, the
numerator of which is the sum of the Available Subordinated Amount as of the
Determination Date occurring in such Collection Period plus the sum of the
aggregate available subordinate amounts for all other Series of Investor
Certificates as of such Determination Date (in each case, after giving effect to
the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), and the
denominator of which is the Pool Balance as of the last day of such immediately
preceding Collection Period.
"Excess Servicing", shall mean, with respect to any Distribution Date, the
----------------
amount, if any, specified pursuant to Section 4.6(a)(ix), with respect to such
Distribution Date.
"Expected Final Payment Date" shall mean the [ ] Distribution Date.
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"Floating Allocation Percentage" shall mean, with respect to any Collection
------------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the immediately preceding Collection Period and the denominator of which is the
Pool Balance as of such last day; provided, however, that, with respect to the
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first Collection Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the sum of the
initial principal balances of the Certificates and the denominator of which is
the Pool Balance on the Series [ ] Cut-Off Date.
"Initial Invested Amount" shall equal the sum of the Class A Initial
-----------------------
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount.
"Interest Funding Account" shall have the meaning specified in Section
------------------------
4.4(b).
"Interest Payment Date" shall mean the Distribution Date in each January,
---------------------
April, July and October or, if such day is not a Business Day, the next Business
Day; provided, however, that during an Early Amortization Period, "Interest
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Payment Date" shall have the meaning assigned to the term "Distribution Date" in
the Agreement; provided further, however, that unless an Early Amortization
---------------- -------
Period shall have occurred prior to the Distribution Date in [specify month and
year], the first Interest Payment Date shall be [ ].
8
"Interest Period" shall mean, with respect to any Distribution Date, the
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period from and including the Distribution Date immediately preceding such
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" shall mean, for any date, the sum of the Class A Invested
---------------
Amount, the Class B Invested Amount and the Class C Invested Amount.
"Investment Proceeds" shall mean, with respect to any Distribution Date,
-------------------
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series [ ] Accounts, together with an
amount equal to the Series [ ] Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited as of
the related Determination Date to the Collection Account pursuant to Section 4.2
of the Agreement.
"Investor Default Amount" shall mean, with respect to any Distribution
-----------------------
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Collection Period and (b) the Floating Allocation Percentage for the related
Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to any
----------------------------------
Distribution Date, an amount equal to the product of (i) the Floating Allocation
Percentage for the related Collection Period and (ii) Non-Principal Collections
deposited in the Collection Account for the related Collection Period.
"Investor Principal Collections" shall mean, with respect to any
------------------------------
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or an Early Amortization
Period, for the related Collection Period (or any partial Collection Period
which occurs as the first Collection Period during an Early Amortization
Period), and (ii) Principal Collections for the related Collection Period (or
any partial Collection Period which occurs as the first Collection Period during
an Early Amortization Period) and (b) the amount, if any, of Non-Principal
Collections, funds in the Reserve Fund, Excess Servicing and Available Seller's
Collections to be allocated in each case to cover the Investor Default Amount or
reimburse Class A, Class B or Class C Investor Charge-Offs pursuant to Section
4.6(a)(vi), 4.6(a)(vii) or 4.8(b) (to the extent Section 4.8(b) relates to a
shortfall in distributions pursuant to Section 4.6(a)(vi) on such Distribution
Date); provided that in the case of clause (a), if for any Distribution Date the
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sum of the Floating Allocation Percentage (if the Revolving Period is in
effect), the Principal Allocation Percentage (if the Early Amortization Period
or the Accumulation Period is in effect), the floating allocation percentages
for all other outstanding Series of Investor Certificates in their revolving
periods and the principal allocation percentages for all other outstanding
Series of Investor Certificates in their early amortization or accumulation
periods exceeds 100%, then Principal Collections shall be allocated among all
Series (including Series [ ]) pro rata on the basis of such floating
allocation percentages and principal allocation percentages.
9
"LIBOR" shall mean, with respect to any Interest Period, the offered rates
-----
for deposits in United States dollars having a maturity of three months (the
"Index Maturity") commencing on the related Adjustment Date which appears on the
Telerate Page 3750 as of approximately 11:00 A.M., London time, on such date of
calculation as determined by the Trustee. If at least two such offered rates
appear on the Telerate Page 3750, LIBOR will be the arithmetic mean (rounded
upwards, if necessary, to the nearest one-sixteenth of a percent) of such
offered rates. If fewer than two such quotations appear, LIBOR with respect to
such Interest Period will be determined at approximately 11:00 A.M., London
time, on such Adjustment Date on the basis of the rate at which deposits in
United States dollars having the Index Maturity are offered to prime banks in
the London interbank market by four major banks in the London interbank market
selected by the Trustee and in a principal amount equal to an amount of not less
than U.S. $1,000,000 and that is representative for a single transaction in such
market at such time. The Trustee will request the principal London office of
each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR will be the arithmetic mean (rounded upwards as
aforesaid) of such quotations. If fewer than two quotations are provided, LIBOR
with respect to such Interest Period will be the arithmetic mean (rounded
upwards as aforesaid) of the rates quoted at approximately 11:00 A.M., New York
City time, on such Adjustment Date by three major banks in New York, New York
selected by the Trustee for loans in United States dollars to leading European
banks having the Index Maturity and in a principal amount equal to an amount of
not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time; provided, however, that if the banks
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selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in
effect for the applicable period will be LIBOR in effect for the previous
period; provided, further, however, that on any Adjustment Date during the Early
-------- ------- -------
Amortization Period, the "Index Maturity" shall equal one month.
"London Business Day" shall mean any business day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"Monthly Interest" shall have the meaning specified in Section 4.2.
----------------
"Monthly Principal" shall have the meaning specified in Section 4.3.
-----------------
"Monthly Servicing Fee" shall have the meaning specified in Section 3.1.
---------------------
"Net Receivables Rate" shall mean, with respect to each Distribution Date
--------------------
immediately following an Interest Period, (i) the weighted average of the
interest rates borne by the Receivables during the second Collection Period
preceding such Distribution Date (interest payments on the Receivables at such
rates generally being due and payable in the Collection Period preceding such
Distribution Date) plus (ii) the product of (x) the Monthly Payment Rate for the
----
Collection Period preceding such Distribution Date, (y) the Discount Factor for
such Distribution Date and (z) twelve less (iii) [ ]% per annum, unless the
----
Servicing Fee has been waived for such Collection Period.
10
"Principal Allocation Percentage" shall mean, with respect to any
-------------------------------
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the Revolving Period and the denominator of which is the Pool
Balance as of the last day of the immediately preceding Collection Period;
provided, however, that with respect to that portion of any Collection Period
-------- -------
that falls after the date on which any Early Amortization Event occurs (other
than an Early Amortization Event which has resulted in an Early Amortization
Period which has ended as described in clause (c) of the definition of Early
Amortization Period in the Agreement), the Principal Allocation Percentage shall
be reset using the Pool Balance as of the close of business on the date on which
such Early Amortization Event shall have occurred and Principal Collections
shall be allocated for such portion of such Collection Period using such reset
Principal Allocation Percentage.
"Principal Funding Account" shall have the meaning specified in Section
-------------------------
4.4(c).
"Private Holder" shall mean each holder of a right to receive interest or
--------------
principal in respect of any direct or indirect interest in the Trust, including
any financial instrument or contract the value of which is determined in whole
or part by reference to the Trust (including the Trust's assets, income of the
Trust or distributions made by the Trust), excluding any interest in the Trust
represented by any Series or Class of Certificates or any other interests as to
which the Trustee has received an Opinion of Counsel to the effect that such
Series, Class or other interest will be treated as debt or otherwise not as an
equity interest in either the Trust or the Receivables for federal income tax
purposes (unless such interest is convertible or exchangeable into an interest
in the Trust or the Trust's income or such interest provides for payment of
equivalent value). Notwithstanding the immediately preceding sentence, "Private
Holder" shall also include any other Person that the Seller determines is a
"partner" within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury
Regulations (including by reason of Section 1.7704-1(h)(3)) or any successor
provision of law. Any Person holding more than one interest in the Trust, each
of which separately would cause such Person to be a Private Holder, shall be
treated as a single Private Holder. Each holder of an interest in a Private
Holder which is a partnership, S corporation or a grantor trust under the
Internal Revenue Code shall be treated as a Private Holder unless excepted with
the consent of the Seller (which consent shall be based on an Opinion of Counsel
generally to the effect that the action taken pursuant to the consent will not
cause the Trust to become a publicly traded partnership treated as a
corporation). Notwithstanding anything to the contrary herein, each Class C
Certificateholder shall be considered to be a Private Holder.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
-------------------
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Invested Amount on such Distribution
Date, (ii) accrued and unpaid interest on the unpaid principal balance of the
Series [ ] Certificates and (iii) the amount of Additional Interest, if any,
for such Distribution Date and any Additional Interest previously due but not
distributed to the Series [ ] Certificateholders on a prior Distribution
Date.
11
"Required Participation Percentage" shall mean, with respect to Series [
---------------------------------
], [ ]%; provided, however, that the Seller may, upon 10 days' prior notice to
-------- -------
the Trustee, each Rating Agency and any Enhancement Provider, reduce the
Required Participation Percentage to a percentage which shall not be less than
100%; provided that the Rating Agency Condition is satisfied.
--------
"Required Subordination Draw Amount" shall mean, for a Distribution Date,
----------------------------------
the lesser of (x) the Deficiency Amount and (y) the Available Subordinated
Amount for the related Determination Date.
"Reserve Fund" shall have the meaning specified in Section 4.4(a).
------------
"Reserve Fund Deposit Amount" shall mean, with respect to any Distribution
---------------------------
Date, the amount, if any, by which (i) the Reserve Fund Required Amount for such
Distribution Date exceeds (ii) the amount of funds in the Reserve Fund after
giving effect to any withdrawals therefrom on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any Distribution
----------------------------
Date, an amount equal to the product of (a) [ ] percent ([ ]%) and (b) the
aggregate outstanding principal balance of the Certificates as of such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
"Revolving Period" shall mean the period beginning at the close of business
----------------
on the Business Day immediately preceding the Closing Date and ending on the
earlier of (a) the close of business on the day immediately preceding the
Accumulation Period Commencement Date, and (b) the close of business on the day
an Early Amortization Period commences; provided, however, that, if any Early
-------- -------
Amortization Period ends as described in clause (c) of the definition of Early
Amortization Period in the Agreement, the Revolving Period will recommence as of
the close of business on the day such Early Amortization Period ends.
"Seller's Collections" shall mean, with respect to any Collection Period,
--------------------
the sum of (a) the Seller's Percentage of Non-Principal Collections for the
related Collection Period, plus (b) the Seller's Percentage of Principal
----
Collections for the related Collection Period.
"Seller's Percentage" for any Collection Period shall mean (i) with respect
-------------------
to Non-Principal Collections and Defaulted Receivables, 100% minus the aggregate
-----
of the floating allocation percentages for each outstanding Series and (ii) with
respect to Principal Collections, 100% minus the sum of (a) the aggregate of the
-----
floating allocating percentages for all Series in their revolving periods and
(b) the aggregate of the principal allocation percentages for all Series that
are not in their revolving periods, but in any case shall not be less than 0%.
"Series [ ]" shall mean the Series of Investor Certificates, the terms
-------------
of which are specified in this Series Supplement.
12
"Series [ ] Accounts" shall have the meaning specified in Section
----------------------
4.4(e).
"Series [ ] Allocation Percentage" for a Collection Period shall mean
-----------------------------------
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount on the last Business Day preceding such Collection Period and the
denominator of which is the Trust Invested Amount on the last Business Day
preceding such Collection Period.
"Series [ ] Certificateholders" shall mean, collectively, the Class A
--------------------------------
Certificateholders, the Class B Certificateholders and the Class C
Certificateholders.
"Series [ ] Certificateholders' Interest" shall mean that portion of the
------------------------------------------
Certificateholders' Interest evidenced by the Series [ ] Certificates.
"Series [ ] Certificates" shall mean, collectively, the Class A
--------------------------
Certificates, the Class B Certificates and the Class C Certificates.
"Series [ ] Cut-Off Date" shall mean [ ].
--------------------------
"Series [ ] Excess Principal Collection" shall mean that portion of
-----------------------------------------
Excess Principal Collections allocated to Series [ ] pursuant to Section
4.11.
"Series [ ] Principal Shortfall" with respect to any Distribution Date,
---------------------------------
shall equal the excess of (i) (x) for any Distribution Date with respect to the
Accumulation Period, the Controlled Distribution Amount or (y) for any
Distribution Date with respect to an Early Amortization Period, the Invested
Amount, over (ii) Available Investor Principal Collections for such Distribution
Date (excluding any portion thereof attributable to Excess Principal
Collections).
"Servicing Fee Rate" shall mean, with respect to Series [ ], [ ]% or,
------------------
for any Distribution Date in respect of which the Monthly Servicing Fee has been
waived, 0%.
"Special Payment Date" shall mean each Distribution Date with respect to an
--------------------
Early Amortization Period (other than an Early Amortization Period that has
ended as described in clause (c) of the definition of Early Amortization Period
in the Agreement).
"Telerate Page 3750" shall mean the display designated as page 3750 on
------------------
Telerate (or such other page as may replace such page on that service for the
purpose of displaying London interbank offered rates of major banks).
"Termination Date" shall mean the [specify month and year] Distribution
----------------
Date.
"Termination Proceeds" shall mean any proceeds arising out of a sale of
--------------------
Receivables (or interests therein) pursuant to Section 12.2(c) of the Agreement
with respect to Series [ ].
13
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to Series [ ], Standard & Poor's,
Xxxxx'x and Xxxxx'x. As used in this Series Supplement and in the Agreement
with respect to Series [ ], "highest investment category" shall mean (i) in
the case of Standard & Poor's, AAA and A-1+, as applicable, (ii) in the case of
Xxxxx'x, Aaa and P-1, as applicable, and (iii) in the case of Fitch, AAA and F-
1+, as applicable.
(c) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement. The definitions in Section 2.1
are applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
ARTICLE III
Servicing Fee
-------------
SECTION 3.1 Servicing Compensation. The monthly servicing fee (the
----------------------
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Invested Amount is
zero, in an amount equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the Series [ ] Allocation Percentage of the Pool Balance as of
the last day of the second Collection Period preceding such Distribution Date
(or with respect to the first Distribution Date for Series [ ], as of the
Closing Date). The share of the Servicing Fee allocable to the Series [ ]
Certificateholders with respect to any Distribution Date (the
"Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth of
the product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the
last day of the Collection Period second preceding such Distribution Date;
provided, however, that with respect to the first Distribution Date for Series [
-------- -------
], clause (b) of this sentence shall be deemed to refer only to the sum of the
initial principal amounts of the Certificates. Notwithstanding the foregoing,
with respect to the first Distribution Date for Series [ ], each reference in
the preceding sentences of this Section to one-twelfth will be deemed to be
replaced by a fraction, the numerator of which is the number of days from but
excluding the Closing Date to and including the last day of the month in which
the Closing Date occurs and the denominator of which is 360.
14
The remainder of the Monthly Servicing Fee shall be paid by the Seller and
in no event shall the Trust, the Trustee or the Series [ ] Certificateholders
be liable for the share of the Monthly Servicing Fee to be paid by the Seller;
and the remainder of the Servicing Fee shall be paid by the Seller and the
Investor Certificateholders of other Series and the Series [ ]
Certificateholders shall in no event be liable for the share of the Servicing
Fee to be paid by the Seller or the Investor Certificateholders of other Series.
The Certificateholders' Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or
before the related Determination Date; provided that the Servicer believes that
--------
sufficient Collections of Non-Principal Receivables will be available on any
future Distribution Date to pay the Certificateholders' Monthly Servicing Fee
relating to the waived Monthly Servicing Fee. If the Servicer so waives the
Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee and
the Certificateholders' Monthly Servicing Fee for such Distribution Date shall
be deemed to be zero for all purposes of this Series Supplement and the
Agreement; provided, however, that such Certificateholders' Monthly Servicing
-------- -------
Fee shall be paid on a future Distribution Date solely to the extent amounts are
available therefor pursuant to Section 4.10(a); provided further, however, that,
-------- ------- -------
to the extent any such waived Certificateholders' Monthly Servicing Fee is so
paid, the related portion of the Monthly Servicing Fee to be paid by the Seller
shall be paid by the Seller to the Servicer.
ARTICLE IV
Rights of Series [ ] Certificateholders and
----------------------------------------------
Allocation and Application of Collections
-----------------------------------------
SECTION 4.1 Allocations; Payments to Seller. (a) Subject to Section
-------------------------------
4.3(c) of the Agreement, Collections of Non-Principal Receivables and Principal
Receivables, Miscellaneous Payments and Defaulted Amounts, as they relate to
Series [ ], shall be allocated and distributed as set forth in this Article
IV.
(b) The Servicer shall instruct the Trustee to withdraw from the Collection
Account and pay to the Seller on the dates set forth below the following amounts
(to the extent, if any, that the Seller's Collections have been deposited into
the Collection Account):
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for the related
Collection Period of Non-Principal Collections deposited in the Collection
Account for such Deposit Date; and
15
(B) an amount equal to the Excess Seller's Percentage for the related
Collection Period of Principal Collections deposited in the Collection
Account for such Deposit Date, if the Seller's Participation Amount
(determined after giving effect to any Principal Receivables transferred to
the Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such Determination
Date); and
(ii) on each Deposit Date with respect to the Revolving Period or the
revolving period for any other Series of Investor Certificates, an amount equal
to the Available Seller's Principal Collections for such Deposit Date, if the
Seller's Participation Amount (determined after giving effect to any Principal
Receivables transferred to the Trust on such Deposit Date) exceeds the Trust
Available Subordinated Amount for the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals, and
deposits to be made on the Distribution Date immediately following such Deposit
Date).
The withdrawals to be made from the Collection Account pursuant to this
Section 4.1(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.3 of the
Agreement, payment of the purchase price for the Series [ ]
Certificateholders' Interest pursuant to Section 7.1 of this Series Supplement
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 9.2 or 12.2 of the Agreement.
SECTION 4.2 Monthly Interest; Determination of Certificate Rate. (a)
---------------------------------------------------
"Monthly Interest" with respect to the Series [ ] Certificates on any
Distribution Date shall be an amount equal to the sum of the Class A Monthly
Interest, the Class B Monthly Interest and the Class C Monthly Interest.
Interest on the respective outstanding principal balance of each Class of
Certificates will accrue at the Class A Certificate Rate, Class B Certificate
Rate or Class C Certificate Rate, as applicable, and will be payable to
Certificateholders on the applicable Interest Payment Date.
On the Determination Date preceding each Interest Payment Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the sum of (i) the Class A Monthly Interest for the Interest Period
applicable to such Interest Payment Date plus (ii) the Class A Monthly Interest
for each Interest Period applicable to each other Distribution Date, if any,
occurring after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date) over (y) the amount
which will be available to be paid to the Class A Certificateholders from the
Interest Funding Account on such Interest Payment Date in respect thereof
pursuant to this Series Supplement. If, as of any Interest Payment Date, an
amount covering any Class A Interest Shortfall for any prior Interest Payment
Date shall not have been deposited into the Interest Funding Account, then an
additional amount ("Class A Additional Interest") equal to the product of (i)
the Class A Certificate Rate, (ii) a fraction the numerator of which is the
actual number of days in the period from and including
16
such prior Interest Payment Date to but excluding the current Interest Payment
Date and the denominator of which is 360, and (iii) such Class A Interest
Shortfall (or the portion thereof which has not been paid or deposited in the
Interest Funding Account), shall be payable as set forth in Section 4.7 with
respect to the Class A Certificates. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable to the Interest Funding
Account or distributed to Class A Certificateholders only to the extent
permitted by applicable law.
On the Determination Date preceding each Interest Payment Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the sum of (i) the Class B Monthly Interest for the Interest Period
applicable to such Interest Payment Date plus (ii) the Class B Monthly Interest
for each Interest Period applicable to each other Distribution Date, if any,
occurring after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date) over (y) the amount
which will be available to be paid to the Class B Certificateholders from the
Interest Funding Account on such Interest Payment Date in respect thereof
pursuant to this Series Supplement. If, as of any Interest Payment Date, an
amount covering any Class B Interest Shortfall for any prior Interest Payment
Date shall not have been deposited into the Interest Funding Account, then an
additional amount ("Class B Additional Interest") equal to the product of (i)
the Class B Certificate Rate, (ii) a fraction the numerator of which is the
actual number of days in the period from and including such prior Interest
Payment Date to but excluding the current Interest Payment Date and the
denominator of which is 360, and (iii) such Class B Interest Shortfall (or the
portion thereof which has not been paid or deposited in the Interest Funding
Account), shall be payable as set forth in Section 4.7 with respect to the Class
B Certificates. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable to the Interest Funding Account or
distributed to Class B Certificateholders only to the extent permitted by
applicable law.
On the Determination Date preceding each Interest Payment Date, the
Servicer shall determine the excess, if any (the "Class C Interest Shortfall"),
of (x) the sum of (i) the Class C Monthly Interest for the Interest Period
applicable to such Interest Payment Date plus (ii) the Class C Monthly Interest
for each Interest Period applicable to each other Distribution Date, if any,
occurring after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date) over (y) the amount
which will be available to be paid to the Class C Certificateholders from the
Interest Funding Account on such Interest Payment Date in respect thereof
pursuant to this Series Supplement. If, as of any Interest Payment Date, an
amount covering any Class C Interest Shortfall for any prior Interest Payment
Date shall not have been deposited into the Interest Funding Account, then an
additional amount ("Class C Additional Interest") equal to the product of (i)
the Class C Certificate Rate, (ii) a fraction the numerator of which is the
actual number of days in the period from and including such prior Interest
Payment Date to but excluding the current Interest Payment Date and the
denominator of which is 360, and (iii) such Class C Interest Shortfall (or the
portion thereof which has not been paid or deposited in the Interest Funding
Account), shall be payable as set forth in Section 4.7 with respect to the Class
C Certificates. Notwithstanding anything to the contrary herein, Class C
Additional Interest shall be payable to the Interest Funding Account or
distributed to Class C Certificateholders only to the extent permitted by
applicable law.
17
(b) The Distribution Date Statement will specify the applicable Net
Receivables Rate for the next Interest Period. Based on such Distribution Date
Statement (and on the Trustee's calculation of LIBOR) the Trustee shall
determine the Class A, Class B and Class C Certificate Rates for each Interest
Period on the Determination Date immediately preceding each Interest Period.
The Trustee shall notify the Servicer on each Adjustment Date of the Trustee's
determination of LIBOR. The establishment of LIBOR on each Adjustment Date (or
in the case of the date specified in the proviso to the definition of Adjustment
Date, promptly following such date) by the Trustee and the Trustee's calculation
of the Class A, Class B and Class C Certificate Rates will (in the absence of
manifest error) be final and binding.
SECTION 4.3 Determination of Monthly Principal. The amount of monthly
----------------------------------
principal ("Monthly Principal") distributable with respect to the Series [ ]
Certificates on each Distribution Date with respect to an Early Amortization
Period and the Accumulation Period shall be equal to the Available Investor
Principal Collections with respect to such Distribution Date; provided, however,
-------- -------
that for each Distribution Date with respect to the Accumulation Period, Monthly
Principal shall not exceed the Controlled Distribution Amount for such
Distribution Date; and provided further, however, that Monthly Principal shall
-------- ------- -------
not exceed the outstanding principal balance of the Series [ ] Certificates.
SECTION 4.4 Establishment of Reserve Fund and Funding Accounts. (a)(i)
--------------------------------------------------
The Trustee, for the benefit of the Series [ ] Certificateholders, shall
cause to be established and maintained in the name of the Trustee, on behalf of
the Trust, an Eligible Deposit Account (the "Reserve Fund") which shall be
identified as the "Reserve Fund for the Distribution Financial Services
Floorplan Master Trust, Series [ ]" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series [ ] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Reserve
Fund shall be invested by the Trustee in Eligible Investments selected by the
Servicer that will mature so that such funds will be available at the close of
business on or before the Business Day next preceding the following Distribution
Date. All Eligible Investments shall be held by the Trustee for the benefit of
the Series [ ] Certificateholders. On each Distribution Date, all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit in the Reserve Fund received prior to such Distribution Date shall be
applied as set forth in Section 4.6(a) of this Series Supplement. Funds
deposited in the Reserve Fund on the Business Day preceding a Distribution Date
are not required to be invested overnight.
(b)(i) The Trustee, for the benefit of the Series [ ]
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), which shall be identified as the "Interest Funding Account for the
Distribution Financial Services Floorplan Master Trust, Series [ ]" and shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Series [ ] Certificateholders.
18
(ii) At the direction of the Servicer, funds on deposit in the Interest
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be available
at the close of business on or before the Business Day next preceding the
following Distribution Date. All such Eligible Investments shall be held by the
Trustee for the benefit of the Series [ ] Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Interest Funding Account shall
be applied as set forth in Section 4.6(a) of this Series Supplement. Funds
deposited in the Interest Funding Account on any Distribution Date (which are
not distributed to Certificateholders pursuant to Section 4.7 on such
Distribution Date) shall be invested at the direction of the Servicer in
Eligible Investments that will mature so that such funds will be available on or
before the close of business on the Business Day preceding the next following
Distribution Date. Funds deposited in the Interest Funding Account on the
Business Day preceding a Distribution Date are not required to be invested
overnight.
(c)(i) The Trustee, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), which shall be
identified as the "Principal Funding Account for Distribution Financial Services
Floorplan Master Trust, Series [ ]" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series [ ] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Principal
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be available
at the close of business on or before the Business Day next preceding the
following Distribution Date. All such Eligible Investments shall be held by the
Trustee for the benefit of the Series [ ] Certificateholders. On each
Distribution Date all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit therein shall be applied as set forth
in Section 4.6(a) of this Series Supplement. Funds on deposit in the Principal
Funding Account (which are not distributed to Certificateholders pursuant to
Section 4.7 on such Distribution Date) shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will be
available on or before the close of business on the Business Day next preceding
the following Distribution Date. Funds deposited in the Principal Funding
Account on the Business Day preceding the Expected Final Payment Date are not
required to be invested overnight.
(d)(i) The Trustee, for the benefit of the Series [ ]
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Excess Funding Account"),
which shall be identified as the "Excess Funding Account for Distribution
Financial Services Floorplan Master Trust, Series [ ]" and shall bear a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series [ ] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Excess
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer. All such Eligible
19
Investments shall be held by the Trustee for the benefit of the Series [ ]
Certificateholders. On each Distribution Date, all interest and other investment
earnings (net of losses and investment expenses) on funds on deposit in the
Excess Funding Account shall be applied as set forth in Section 4.6(a) of this
Series Supplement. Funds deposited in the Excess Funding Account on any
Distribution Date shall be invested in Eligible Investments that will mature so
that such funds will be available on or before the close of business on the
Business Day next preceding the following Distribution Date; provided that if,
--------
pursuant to Section 4.12, deposits to and withdrawals from the Excess Funding
Account are being made on a weekly or daily basis, then such Eligible
Investments shall mature on each Business Day on a weekly or daily basis, as the
case may be; provided further that such Eligible Investments shall still mature
-------- -------
so that funds will be available on or before the close of business on the
Business Day next preceding the following Distribution Date. Funds deposited in
the Excess Funding Account on the Business Day preceding a Distribution Date are
not required to be invested overnight.
(e)(i) The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments credited
to, the Reserve Fund, the Interest Funding Account, the Principal Funding
Account and the Excess Funding Account (collectively, the "Series [ ]
Accounts") and in all proceeds thereof. The Series [ ] Accounts shall be
under the sole dominion and control of the Trustee for the benefit of the
Certificateholders. If, at any time, any of the Series [ ] Accounts ceases
to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf)
shall within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new Series [ ]
Account meeting the conditions specified in paragraph (a)(i), (b)(i), (c)(i) or
(d)(i) above, as applicable, as an Eligible Deposit Account and shall transfer
any cash and/or investments to such new Series [ ] Account. Neither the
Seller, the Servicer nor any other Person or entity claiming by, through or
under the Seller, the Servicer or any such other Person or entity shall have any
right, title or interest in, or any right to withdraw any amount from, any
Series [ ] Account, except as expressly provided herein. Schedule 1, which is
hereby incorporated into and made part of this Series Supplement, identifies
each Series [ ] Account by setting forth the account number of each such
account, the account designation of each such account and the name of the
institution with which such account has been established. If a substitute
Series [ ] Account is established pursuant to this Section, the Servicer
shall provide to the Trustee an amended Schedule 1, setting forth the relevant
information for such substitute Series [ ] Account.
(ii) Pursuant to the authority granted to the Servicer in Section 3.1(a)
of the Agreement, the Servicer shall have the power, revocable by the Trustee,
to make withdrawals and payments or to instruct the Trustee to take withdrawals
and payments from the Series [ ] Accounts for the purposes of carrying out
the Servicer's or the Trustee's duties hereunder.
(f) Unless otherwise agreed to by the Rating Agencies, at no time may
funds on deposit in any Series [ ] Account in an amount greater than 10% of
the outstanding principal balance of the Certificates be invested in Eligible
Investments (other than obligations of the United States
20
government or investments in a mutual fund that does not have credit
concentrations greater than 10%) of any single entity or its Affiliates.
SECTION 4.5 Deficiency Amount. With respect to each Distribution Date,
-----------------
on the related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which
(a) the sum of
(i) the Monthly Interest for such Distribution Date,
(ii) any Monthly Interest for any prior Distribution Dates
required to be but not deposited in the Interest Funding Account on a
prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date
and any Additional Interest for any prior Distribution Dates required
to be but not deposited into the Interest Funding Account on a prior
Distribution Date (to the extent permitted by applicable law),
(iv) the Certificateholders' Monthly Servicing Fee for such
Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution
Date, and
(vi) the Series [ ] Allocation Percentage of the amounts of
any Adjustment Payment required to be deposited in the Collection
Account pursuant to Section 3.9(a) of the Agreement with respect to
the related Collection Period that has not been so deposited as of
such Determination Date
exceeds
-------
(b) the sum of Investor Non-Principal Collections for such
Distribution Date plus any Investment Proceeds, if any, with respect to
----
such Distribution Date.
SECTION 4.6 Application of Investor Non-Principal Collections, Investment
-------------------------------------------------------------
Proceeds and Available Investor Principal Collections. The Servicer shall cause
-----------------------------------------------------
the Trustee (by setting forth the following amounts in the related Distribution
Date Statement) to make the following distributions on each Distribution Date:
21
(a) On each Distribution Date, an amount equal to the sum of Investor Non-
Principal Collections and any Investment Proceeds with respect to such
Distribution Date will be distributed in the following priority:
(i) first, an amount equal to the Class A Monthly Interest for such
-----
Distribution Date, plus the amount of any Class A Monthly Interest for any
----
prior Distribution Dates not deposited in the Interest Funding Account or
distributed to the Class A Certificateholders on such prior Distribution
Dates plus (but only to the extent permitted under applicable law) the
----
amount of any Class A Additional Interest for the immediately preceding
Interest Payment Date that has not been deposited in the Interest Funding
Account and, without duplication, any Class A Additional Interest
previously due but not deposited in the Interest Funding Account or
distributed to the Class A Certificateholders on prior Distribution Dates,
shall be deposited to the Interest Funding Account;
(ii) second, an amount equal to the Class B Monthly Interest for
------
such Distribution Date, plus the amount of any Class B Monthly Interest
----
for any prior Distribution Dates not deposited in the Interest Funding
Account or distributed to the Class B Certificateholders on such prior
Distribution Dates plus (but only to the extent permitted under applicable
----
law) the amount of any Class B Additional Interest for the immediately
preceding Interest Payment Date that has not been deposited in the Interest
Funding Account and, without duplication, any Class B Additional Interest
previously due but not deposited in the Interest Funding Account or
distributed to the Class B Certificateholders on prior Distribution Dates,
shall be deposited to the Interest Funding Account;
(iii) third, an amount equal to the Class C Monthly Interest for such
-----
Distribution Date, plus the amount of any Class C Monthly Interest for any
----
prior Distribution Dates not deposited in the Interest Funding Account or
distributed to the Class C Certificateholders on such prior Distribution
Dates plus (but only to the extent permitted under applicable law) the
----
amount of any Class C Additional Interest for the immediately preceding
Interest Payment Date that has not been deposited in the Interest Funding
Account and, without duplication any Class C Additional Interest previously
due but not deposited in the Interest Funding Account or distributed to the
Class C Certificateholders on prior Distribution Dates, shall be deposited
to the Interest Funding Account;
(iv) fourth, an amount equal to the Certificateholders' Monthly
------
Servicing Fee for such Distribution Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(v) fifth, an amount equal to the Reserve Fund Deposit Amount, if
-----
any, for such Distribution Date shall be deposited in the Reserve Fund;
22
(vi) sixth, an amount equal to the Investor Default Amount, if any,
-----
for such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
(vii) seventh, an amount required to reimburse unreimbursed Class A
-------
Investor Charge-Offs, Class B Investor Charge-Offs and Class C Investor
Charge-Offs pursuant to Section 4.9 shall be treated as a portion of
Investor Principal Collections for such Distribution Date;
(viii) eighth, any previously undistributed Carry-over Amount shall be
------
deposited in the Interest Funding Account; and
(ix) ninth, the balance, if any, shall constitute "Excess Servicing"
-----
and shall be allocated and distributed as set forth in Section 4.10.
(b) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Available Investor Principal Collections deposited in the
Collection Account for the related Collection Period shall be applied in the
following priority:
(i) first, if (A) the Pool Balance at the end of the preceding
-----
Collection Period is less than the Pool Balance at the end of the second
preceding Collection Period and (B) the Pool Balance at the end of the
preceding Collection Period is less than the Required Participation Amount
for such Distribution Date (calculated before giving effect to any deposits
to the Excess Funding Account and any excess funding account for any other
Series in their revolving periods to be made on such Distribution Date),
then the Servicer shall cause to be deposited into the Excess Funding
Account an amount which will reduce the Invested Amount such that, together
with the deposits to the excess funding accounts (and the resulting
reductions in the invested amounts) for other outstanding Series in their
revolving periods for such Distribution Date, the Pool Balance is equal to
the Required Participation Amount, and
(ii) second, an amount equal to the balance (such balance being part
------
of "Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.4 of
the Agreement.
For purposes of determining the amount to be applied pursuant to subparagraph
(i) above, allocations of the amounts to be deposited in the Excess Funding
Account and the excess funding account for other outstanding Series shall be
made pro rata on the basis of the invested amounts (including the Invested
Amount for Series [ ]).
If the Servicer has elected in respect of a Collection Period to make
withdrawals from the Excess Funding Account on a daily or weekly basis pursuant
to Section 4.12(b), then deposits into the Excess Funding Account required by
this Section 4.6(b) shall be made on each Business Day in such Collection Period
(if daily withdrawals and deposits have been elected) or on each
23
Wednesday (or the next succeeding Business Day if such Wednesday is not a
Business Day) in such Collection Period (if weekly withdrawals and deposits have
been elected). In the case of such election, the Pool Balance referred to in
clause (B) above shall be the Pool Balance on the preceding Business Day, in the
case of an election to make daily deposits and withdrawals, and on the Monday
next preceding the related Wednesday, in the case of an election to make weekly
deposits and withdrawals.
(c) On each Distribution Date (x) with respect to the Accumulation
Period or (y) an Early Amortization Period (if a Responsible Officer of the
Trustee has actual knowledge of such Early Amortization Period), an amount equal
to the Available Investor Principal Collections will be distributed in the
following priority:
(i) first, an amount equal to Monthly Principal for such
-----
Distribution Date shall be deposited by the Servicer or the Trustee into
the Principal Funding Account; and
(ii) second, for each Distribution Date with respect to the
------
Accumulation Period (unless an Early Amortization Event has occurred), an
amount equal to the balance (such balance being part of "Excess Principal
Collections"), if any, of such Available Investor Principal Collections
shall be applied in accordance with Section 4.4 of the Agreement.
SECTION 4.7 Distributions to Series [ ] Certificateholders. (a) The
-------------------------------------------------
Servicer shall direct the Trustee to make the following distributions at the
following times from the Interest Funding Account, the Principal Funding Account
and the Excess Funding Account:
(i) on each Distribution Date which is an Interest Payment Date,
all amounts on deposit in the Interest Funding Account shall be distributed
to the Series [ ] Certificateholders in the following order of priority:
(A) first, to the Class A Certificateholders, an amount equal to
-----
(i) the sum of Class A Monthly Interest for such Distribution Date,
plus the Class A Monthly Interest for any prior Distribution Date, if
any, occurring after the immediately preceding Interest Payment Date
(or with respect to the first Interest Payment Date, after the Closing
Date), plus (ii) any amount determined on any prior Interest Payment
Date pursuant to clause (i) of this paragraph (A) that was not
distributed on any Interest Payment Date prior to the current Interest
Payment Date, plus (iii) to the extent permitted under applicable law,
the amount of any Class A Additional Interest for the current Interest
Payment Date and, without duplication, any Class A Additional Interest
previously due but not distributed;
(B) second, to the Class B Certificateholders, an amount equal to
------
(i) the sum of Class B Monthly Interest for such Distribution Date,
plus the Class B Monthly Interest for any prior Distribution Date, if
any, occurring after the immediately preceding Interest Payment Date
(or with respect to the first Interest Payment Date, after the Closing
Date), plus (ii) any amount determined on any
24
prior Interest Payment Date pursuant to clause (i) of this paragraph
(B) that was not distributed on any Interest Payment Date prior to the
current Interest Payment Date, plus (iii) to the extent permitted
under applicable law, the amount of any Class B Additional Interest
for the current Interest Payment Date and, without duplication, any
Class B Additional Interest previously due but not distributed;
(C) third, to the Class C Certificateholders, an amount equal to
-----
(i) the sum of Class C Monthly Interest for such Distribution Date
plus the Class C Monthly Interest for any prior Distribution Dates, if
any, occurring after the immediately preceding Interest Payment Date
(or with respect to the first Interest Payment Date, after the Closing
Date), plus (ii) any amount determined on any prior Interest Payment
Date pursuant to clause (i) of this paragraph (C) that was not
distributed on any Interest Payment Date prior to the current Interest
Payment Date, plus (iii) to the extent permitted under applicable law,
the amount of any Class C Additional Interest for the current Interest
Payment Date and, without duplication, any Class C Additional Interest
previously due but not distributed;
(D) fourth, to the Class A Certificateholders, the sum of any
------
Class A Carry-over Amount for such Distribution Date plus any Class A
Carry-over Amount for each other Distribution Date, if any, occurring
after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date);
(E) fifth, to the Class B Certificateholders, the sum of any
-----
Class B Carry-over Amount for such Distribution Date plus any Class B
Carry-over Amount for each other Distribution Date, if any, occurring
after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date); and
(F) sixth, to the Class C Certificateholders, the sum of any
-----
Class C Carry-over Amount for such Distribution Date plus any Class C
Carry-over Amount for each other Distribution Date, if any, occurring
after the immediately preceding Interest Payment Date (or with respect
to the first Interest Payment Date, after the Closing Date).
(ii) on each Special Payment Date (if a Responsible Officer of the
Trustee has actual knowledge of the Early Amortization Period) and on the
Expected Final Payment Date, all amounts on deposit in the Principal
Funding Account, the Excess Funding Account and (after giving effect to the
application pursuant to Section 4.7(a)(i)) the Interest Funding Account,
shall be distributed to the Series [ ] Certificateholders in the
following order of priority: (A) first, to the Class A Certificateholders
until the outstanding principal balance of the Class A Certificates has
been reduced to zero; (B) second, to the Class B Certificateholders until
the outstanding principal balance of the Class B Certificates has been
reduced to zero; and (C) to the Class C Certificateholders
25
until the outstanding principal balance of the Class C Certificates has
been reduced to zero; provided, however, that the maximum amount
-------- -------
distributed pursuant to this clause (ii) on any such day shall not exceed
the excess of (x) the sum of the outstanding principal balance of the Class
A, Class B and Class C Certificates, as applicable, over (y) the sum of the
unreimbursed Class A, Class B and Class C Investor Charge-Offs, each on
such day.
(b) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.3, 9.2, 10.1 and 12.2 of the Agreement and
Section 8.1 and 8.2 of this Series Supplement.
SECTION 4.8 Application of Reserve Fund and Available Subordinated
------------------------------------------------------
Amount. (a) If Investor Non-Principal Collections and Investment Proceeds
------
allocated to Series [ ] Certificateholders on any Distribution Date pursuant
to Section 4.6(a) are not sufficient to make the entire distributions required
on such Distribution Date by Section 4.6(a)(i), (ii), (iii), (iv) and (vi), the
Servicer shall direct the Trustee to withdraw (and the Trustee shall withdraw)
funds from the Reserve Fund to the extent available therein, and apply such
funds to complete the distributions pursuant to Section 4.6(a)(i), (ii), (iii),
(iv) and (vi) in the numerical order thereof.
(b) If there is a Required Subordination Draw Amount for such Distribution
Date, the Servicer shall, subject to the following paragraph, apply or direct
the Trustee to apply the Available Seller's Collections on deposit in the
Collection Account on such Distribution Date, but only up to the amount of the
Required Subordination Draw Amount, to make up the shortfall in the
distributions required by Sections 4.6(a)(i), (ii), (iii), (iv) and (vi) and
that have not been made through the application of funds from the Reserve Fund
pursuant to Section 4.8(a). Any such Available Seller's Collections remaining
after the application thereof pursuant to the preceding sentence shall be
treated as a portion of Available Investor Principal Collections for such
Distribution Date, but only up to the amount of unpaid Adjustment Payments
allocated to Series [ ] as described in Section 4.5(a)(vi). If the Required
Subordination Draw Amount exceeds Available Seller's Collections for such
Distribution Date, the Available Subordinated Amount shall be reduced in
accordance with clause (ii) of the definition of Available Subordinated Amount
in an amount equal to such Available Seller's Collections.
If for such Distribution Date the sum of the Required Subordination Draw
Amount and the aggregate of the required subordination draw amounts for all
other Series outstanding exceeds the Available Seller's Collections on deposit
in the Collection Account on such Distribution Date, then such Available
Seller's Collections shall be allocated to such Series (including Series [ ])
pro rata on the basis of such required subordination draw amounts (including the
Required Subordination Draw Amount).
(c) On the Termination Date, any funds in the Reserve Fund will be treated
as Available Investor Principal Collections. Upon payment in full of the
outstanding principal balance of the Series [ ] Certificates, any funds
remaining on deposit in the Reserve Fund shall be paid to the Seller.
26
(d) The balance of Available Seller's Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Section
4.8(b) and the distributions in respect of other Series shall be distributed to
the Seller on such Distribution Date.
SECTION 4.9 Investor Charge-Offs. If, on any Distribution Date on which
--------------------
(after giving effect to the allocations, distributions, withdrawals and deposits
to be made on such Distribution Date) (i) the Available Subordinated Amount for
the related Determination Date is zero, (ii) the balance of the Reserve Fund on
such Distribution Date is zero and (iii) the Deficiency Amount for such
Distribution Date is greater than zero, then the Class C Invested Amount will be
reduced by the amount of the excess of such Deficiency Amount over any remaining
Available Subordinated Amount on such Determination Date, but not by more than
the Investor Default Amount for the related Collection Period (a "Class C
Investor Charge-Off"). 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 maintained at or reduced to zero, and the
Class B Invested Amount will be reduced by the aggregate amount of such excess,
but not more than the remaining Investor Default Amount for such Collection
Period (a "Class B Investor Charge-Off"). 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 maintained at or reduced to
zero, and the Class A Invested Amount will be reduced by the aggregate amount of
such excess, but not more than the remaining Investor Default Amount for such
Collection Period (a "Class A Investor Charge-Off"). Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs will
thereafter be reimbursed (in that order) and the Class A Invested Amount, Class
B Invested Amount and Class C Invested Amount increased (in that order) (but not
by an amount in excess of the aggregate unreimbursed Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs, as the case
may be) on any Distribution Date by the sum of (a) Allocable Miscellaneous
Payments with respect to such Distribution Date and (b) the amount allocated and
available for that purpose pursuant to Section 4.6(a)(vii).
SECTION 4.10 Excess Servicing. The Servicer shall cause the Trustee to
----------------
apply, on each Distribution Date, Excess Servicing with respect to the
Collection Period immediately preceding such Distribution Date, to make the
following distributions in the following priority:
(a) an amount equal to the aggregate outstanding amounts of the
Certificateholders' Monthly Servicing Fee which have been previously waived
pursuant to Section 3.1 shall be distributed to the Servicer; and
(b) the balance, if any, shall be distributed to the Seller.
SECTION 4.11 Excess Principal Collections.
----------------------------
"Series [ ] Excess Principal Collections", with respect to any
------------------------------------------
Distribution Date, shall mean an amount equal to the lesser of (a) the Series [
] Principal Shortfall, if any, for such Distribution Date and (b) an amount
equal to the product of (x) excess principal collections for
27
all Series for such Distribution Date and (y) a fraction, the numerator of which
is the Series [ ] Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of principal shortfalls for all
Series for such Distribution Date.
SECTION 4.12 Excess Funding Account. (a) Any funds on deposit in the
----------------------
Excess Funding Account at the beginning of the Accumulation Period or upon the
occurrence of an Early Amortization Event will be deposited in the Principal
Funding Account. In addition, no funds will be deposited in the Excess Funding
Account during the Accumulation Period or any Early Amortization Period.
(b) If (i) on any Determination Date during the Revolving Period there
are any funds in the Excess Funding Account and (ii) the Pool Balance at the end
of the preceding Collection Period is greater than the Pool Balance at the end
of the second preceding Collection Period, then, subject to the other provisions
of this Section 4.12(b) and to Sections 4.12(c) and (d), the Invested Amount and
the invested amounts (but, in each case, not in excess of the initial principal
amount of such Series) for all other outstanding Series that provide for an
excess funding account or similar arrangement and are in their revolving periods
shall be increased such that, after giving effect to such increases, the
Required Participation Amount is at least equal to the Pool Balance. On such
Determination Date, the Servicer shall notify the Trustee of the amount, if any,
of such increase in the Invested Amount and the Trustee shall withdraw from the
Excess Funding Account and pay to the Seller or allocate to one or more other
Series, on the immediately succeeding Distribution Date, an amount equal to the
amount of such increase in the Invested Amount. To the extent that the Invested
Amount is increased by any payment to the Seller or any allocation to one or
more other Series, the Seller's Interest or such other Series' invested amount,
as applicable, shall be reduced by the amount of such payment. In addition, any
increase in the Invested Amount is subject to the condition that after giving
effect to such increase the Pool Balance equals or exceeds the sum of (A) the
Required Participation Amount (exclusive of the amount in clause (b) of the
definition thereof), (B) the sum of the Available Subordinated Amount and the
sum of the required subordinated amounts for all other Series (or, if such other
Series shall have no required subordinated amounts, the available subordinated
amounts with respect to such Series) and (C) the sum of any subordinated amounts
supporting any Enhancement for all other Series. In connection with the
foregoing, the Seller shall endeavor (taking into account any seasonality
experienced in the Accounts in the Trust) to minimize the amounts on deposit,
from time to time, in the Excess Funding Account.
The Seller may elect to make such withdrawals from the Excess Funding
Account and the excess funding accounts or similar arrangements for other Series
on a daily or weekly basis during a Collection Period by giving the Trustee
notice of such election at least two Business Days and no more than five
Business Days prior to the commencement of such daily or weekly withdrawals. If
such election is made, then deposits into the Excess Funding Account and excess
funding accounts or similar arrangements for other Series shall be made on a
similar basis for the related Collection Period. If such election is for
withdrawals on a daily basis, then such withdrawals shall be made on each
Business Day and the Pool Balance to be referenced shall be the Pool Balance on
the next preceding Business Day. If such election is for withdrawals on a
28
weekly basis, then such withdrawals shall be made on each Wednesday (or if such
Wednesday is not a Business Day, then on the Business Day next succeeding such
Wednesday) and the Pool Balance to be referenced shall be the Pool Balance on
the preceding Monday.
(c) In the event that other Series issued by the Trust provide for excess
funding accounts or other arrangements similar to the Excess Funding Account
involving fluctuating levels of investments in Principal Receivables, (i) the
allocation of additional Principal Receivables to increase the Invested Amount
and the invested amounts of such other Series (and the related withdrawals from
the Excess Funding Account and the other excess funding or similar accounts)
will be based on the proportion that the amount on deposit in the Excess
Funding Account bears to amounts on deposit in the excess funding accounts
(including the Excess Funding Account) of all Series providing for excess
funding accounts or such similar arrangements or to amounts otherwise similarly
available and (ii) the deposit of amounts into the Excess Funding Account and
the excess funding accounts of such other Series will be pro rata based on the
proportion that the Invested Amount bears to the invested amounts (including the
Invested Amount) of all Series providing for excess funding accounts or such
similar arrangements.
(d) In the event that any other Series is in an amortization period, early
amortization period or accumulation period, the amounts of any withdrawals from
the Excess Funding Account shall be applied first to satisfy in full any then
-----
applicable funding or payment requirements of such Series and second to make a
------
payment to the Seller. In the event that more than one other Series is in an
amortization period, early amortization period or accumulation period, the
amounts of any withdrawals from the Excess Funding Account shall be allocated
(and, if necessary, reallocated) among such Series as specified in the related
Supplements for such Series, to meet the funding or payment requirements of each
such Series first to satisfy in full all then applicable funding or payment
-----
requirements of each such Series and second to make a payment to the Seller.
------
ARTICLE V
Distribution and Reports to
---------------------------
Series [ ] Certificateholders
--------------------------------
SECTION 5.1 Distributions. (a) On each Distribution Date, the Trustee
-------------
as paying agent shall distribute to each Series [ ] Certificateholder of
record on the preceding Record Date (other than as provided in Section 12.2 of
the Agreement respecting a final distribution) such Certificateholder's pro rata
share (based on the aggregate fractional undivided interests represented by the
Series [ ] Certificates held by such Certificateholder) of the amounts on
deposit in the Series [ ] Accounts as is payable to and Series [ ]
Certificateholder on such Distribution Date pursuant to the priorities set forth
in Section 4.7.
(b) Except as provided in Section 12.2 of the Agreement with respect to a
final distribution, distributions to Series [ ] Certificateholders hereunder
shall be made by check mailed to each Series [ ] Certificateholder at such
Certificateholder's address appearing in the
29
Certificate Register without presentation or surrender of any Series [ ]
Certificate or the making of any notation thereon; provided, however, that with
respect to Series [ ] Certificates registered in the name of a Depository,
such distributions shall be made to such Depository in immediately available
funds.
SECTION 5.2 Reports and Statements to Series [ ] Certificateholders.
----------------------------------------------------------
(a) At least two Business Days prior to each Distribution Date, the Servicer
will provide to the Trustee a statement substantially in the form of Exhibit D
---------
(a "Distribution Date Statement"), and on each Distribution Date the Trustee
shall forward to each Series [ ] Certificateholder such statement prepared by
the Servicer setting forth certain information relating to the Trust and the
Series [ ] Certificates.
(b) A copy of each statement provided pursuant to paragraph (a) and a copy
of the Pooling and Servicing Agreement (without exhibits) and this Series
Supplement will be made available to Series [ ] Certificateholders of record
for inspection at the Corporate Trust Office during the Trustee's normal
business hours.
(c) On or before January 31 of each calendar year, beginning with calendar
year [ ], the Trustee shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Series [ ]
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series [ ]
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series [ ] Certificateholder, together with other information as is required
to be provided by an issuer of indebtedness under the Internal Revenue Code and
such other customary information as is necessary to enable the Series [ ]
Certificateholders (or Certificate Owners) to prepare their tax returns. Such
obligation 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.
ARTICLE VI
Early Amortization Events
-------------------------
SECTION 6.1 Additional Early Amortization 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 [ ]
Certificateholders, be deemed to be an Early Amortization Event solely with
respect to Series [ ] (each, an "Additional Early Amortization Event"):
(a) on any Distribution Date, the balance of the Reserve Fund is less
than [ ] percent of the aggregate outstanding principal balance of the
Certificates, in each case after giving effect to all deposits and
distributions on such Distribution Date;
30
(b) any Servicer Default occurs;
(c) a Carry-over Amount is outstanding on six consecutive
Distribution Dates (after giving effect to the distribution on each such
Distribution Date);
(d) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than [ ] percent;
(e) the outstanding principal amount of the Certificates is not
repaid by the Expected Final Payment Date;
(f) 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 recoveries from collateral security, 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 the Receivables (without deducting
therefrom the discount portion) for such three-month period, exceeds [
] percent on an annualized basis; provided, that this clause (f) may be
--------
amended or waived with the consent of the Seller and each Rating Agency; or
(g) the sum of all Eligible Investments and amounts on deposit in the
Excess Funding Account and any excess funding accounts for any other Series
represents more than [ ] percent of the total assets of the Trust on
each of [ ] 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.
ARTICLE VII
Optional Repurchase
-------------------
SECTION 7.1 Optional Repurchase. (a) On any Distribution Date occurring
-------------------
after the date on which the Invested Amount is reduced to less than ten percent
(10%) of the principal amount of the Certificates on the Closing Date or less,
the Seller shall have the option, subject to the condition set forth in
paragraph (c), to purchase the entire, but not less than the entire, Series [
] Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the Trustee at least 10
Business Days' prior written notice of the Distribution Date on which the Seller
intends to exercise such purchase option. Not later than 12:00 noon, New York
City time, on such Distribution Date the Seller shall deposit the Reassignment
Amount into the Collection Account in immediately available funds. Such
purchase option is subject to payment in full of the Reassignment Amount and if
31
for any reason the Seller fails to deposit the Reassignment Amount, payments
will continue to be made to Certificateholders as provided herein. The
Reassignment Amount shall be distributed as set forth in Section 8.1(b).
(c) If at the time the Seller exercises its purchase option hereunder the
Seller's unsecured debt is unrated or has a rating lower than the lowest
investment grade rating of any Rating Agency, the Seller shall deliver to the
Trustee on such Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Series [ ] Certificateholders' Interest
purchased by the Seller constitutes fair value for the consideration paid
therefor and as to the Seller is solvent, the purchase of the Series [ ]
Certificateholders' Interest would not be considered a fraudulent conveyance
under applicable law.
ARTICLE VIII
Final Distributions
-------------------
SECTION 8.1 Sale of Certificateholders' Interest Pursuant to Section 2.3
------------------------------------------------------------
of the Agreement; Distributions Pursuant to Section 7.1 of this Series
----------------------------------------------------------------------
Supplement or Section 2.3 or 12.2(c) of the Agreement. (a) The amount to be
-----------------------------------------------------
paid by the Seller to the Collection Account with respect to Series [ ] in
connection with a purchase of the Certificateholders' Interest pursuant to
Section 2.3 of the Agreement shall equal the Reassignment Amount for the
Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 7.1 or 8.1 of this Series Supplement or Section 2.3
of the Agreement or any Termination Proceeds deposited into the Collection
Account pursuant to Section 12.2(c) of the Agreement, the Trustee shall, not
later than 12:00 noon, New York time, on the Distribution Date on which such
amounts are deposited (or, if such date is not a Distribution Date, on the
immediately following Distribution Date) (in the priority set forth below): (i)
first, (x) deposit the sum of (A) the Class A Monthly Interest for such
-----
Distribution Date plus the Class A Monthly Interest for each Distribution Date,
if any, occurring after the immediately preceding Interest Payment Date, plus
----
(B) the amount of Class A Additional Interest, if any, for such Distribution
Date and without duplication any Class A Additional Interest previously due but
not deposited into the Interest Funding Account or paid to Class A
Certificateholders on any prior Distribution Date, into the Interest Funding
Account and (y) deposit the Class A Invested Amount on such date into the
Principal Funding Account; (ii) second, (x) deposit the sum of (A) the Class B
------
Monthly Interest for such Distribution Date plus the Class B Monthly Interest
for each Distribution Date, if any, occurring after the immediately preceding
Interest Payment Date, plus (B) the amount of Class B Additional Interest, if
----
any, for such Distribution Date and without duplication any Class B Additional
Interest previously due but not deposited into the Interest Funding Account or
paid to Class B Certificateholders on any prior Distribution Date, into the
Interest Funding Account and (y) deposit the Class B Invested Amount on such
date into the
32
Principal Funding Account; (iii) third, (x) deposit the sum of (A) the Class C
-----
Monthly Interest for such Distribution Date plus the Class C Monthly Interest
for each Distribution Date, if any, occurring after the immediately preceding
Interest Payment Date, plus (B) the amount of Class C Additional Interest, if
----
any, for such Distribution Date and without duplication any Class C Additional
Interest previously due but not deposited into the Interest Funding Account or
paid to the Class C Certificateholders on any prior Distribution Date, into the
Interest Funding Account and (y) deposit the Class C Invested Amount on such
date into the Principal Funding Account, and (iv) fourth, pay the remainder of
------
any Termination Proceeds to the Seller; provided, however, that the sum of the
-------- -------
amounts allocated pursuant to clauses (i) through (iii) shall not exceed the
Reassignment Amount for Series [ ].
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account and
the Interest Funding Account pursuant to Section 7.1 or 8.1 of this Series
Supplement and all other amounts on deposit therein shall be distributed in full
to the Series [ ] Certificateholders on such date in the order of priority
set forth in Section 4.7 of this Series Supplement and any distribution made
pursuant to paragraph (b) above and Section 4.7 of this Series Supplement shall
be deemed to be a final distribution pursuant to Section 12.2 of the Agreement
with respect to Series [ ].
SECTION 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation
------------------------------------------------------------
of the Receivables Pursuant to Section 9.2 of the Agreement. (a) Not later
-----------------------------------------------------------
than 12:00 noon, New York City time, on the Distribution Date following the date
on which the Insolvency Proceeds are deposited into the Collection Account
pursuant to Section 9.2(b) of the Agreement, the Trustee shall first (in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to the
Series [ ] Allocation Percentage of Principal Collections and deposit such
amount in the Principal Funding Account, provided that the amount of such
--------
deposit shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to the Series [ ] Allocation Percentage of Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect to
-----
the related Collection Period. The remainder of the portion of the Insolvency
Proceeds allocated to the Series [ ] Allocation Percentage of Principal
Collections shall be allocated to the Seller's Interest and shall be released to
the Seller on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall first (in each case, after giving effect to any deposits
and distributions otherwise to be made on such Distribution Date) deduct an
amount equal to the sum of (i) Monthly Interest for such Distribution Date, (ii)
any Monthly Interest previously due but not deposited into the Interest Funding
Account on any prior Distribution Date, (iii) the amount of Additional Interest,
if any, for such Distribution Date and any Additional Interest previously due
but not deposited into the Interest Funding Account on a prior Distribution
Date, from the portion of the Insolvency Proceeds allocated to the Series [ ]
Allocation Percentage of Non-Principal Collections and deposit such amount in
the Interest Funding Account, provided that the amount of such distribution
--------
shall not exceed (x) the product of (A) the portion of the Insolvency Proceeds
33
allocated to the Series [ ] Allocation Percentage of Non-Principal
Collections and (B) 100% minus the Excess Seller's Percentage. The remainder of
-----
the portion of the Insolvency Proceeds allocated to Non-Principal Collections
shall be allocated to the Seller's Interest and shall be released to the Seller
on such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account and
the Interest Funding Account pursuant to this Section and all other amounts on
deposit therein shall be distributed in full to the Series [ ]
Certificateholders in the order of priority set forth in Section 4.7 on the
Distribution Date on which funds are deposited pursuant to this Section 8.2 (or,
if not so deposited on a Distribution Date, on the immediately following
Distribution Date) and any distribution made pursuant to this Section 8.2 shall
be deemed to be a final distribution pursuant to Section 12.2 of the Agreement
with respect to Series [ ].
ARTICLE IX
Miscellaneous Provisions
------------------------
[SECTION 9.1 Registration of the Series [ ] Certificates under the
--------------------------------------------------------
Securities Exchange Act of 1934. The Seller shall cause the Class A and Class B
-------------------------------
Certificates to be registered under the Securities Exchange Act of 1934, as
amended, on or before [ ] and thereafter maintain such registration until the
Series [ ] Certificates are no longer outstanding].
SECTION 9.2 Ratification of Agreement. 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.
SECTION 9.3 Counterparts. This Series Supplement may be executed in two
------------
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
SECTION 9.4 Governing Law. This Series Supplement shall be governed by
-------------
and construed in accordance with the laws of the State of New York 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 9.5 Limitation of Class C Certificates.
----------------------------------
(a) Each Class C Certificateholder (other than the Seller) represents and
warrants to the Seller and the Trustee that such Class C Certificateholder (i)
is properly classified as a "corporation" as described in Section 7701(a)(3) of
the Internal Revenue Code, (ii) is not an S corporation as described in Section
1361 of the Internal Revenue Code and (iii) will not knowingly take any action
which will cause it not to be so classified.
34
(b) Each Class C Certificateholder (other than the Seller) confirms that is
has neither acquired nor will it sell, trade or transfer any interest in the
Class C Certificates or cause an interest in the Class C Certificates to be
marketed on or through (i) an "established securities market" within the meaning
of Section 7704(b)(1) of the Internal Revenue Code and any proposed, temporary
or final treasury regulation thereunder, including, without limitation, an over-
the-counter market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations or (ii) "secondary market" or
"substantial equivalent thereof" within the meaning of Section 7704(b)(2) of the
Internal Revenue Code and any proposed, temporary or final treasury regulation
thereunder, including a market wherein interests in the Class C Certificates are
regularly quoted by any Person making a market in such interests and a market
wherein any Person regularly makes available bid or offer quotes with respect to
interests in the Class C Certificates and stands ready to effect buy or sell
transactions at the quoted prices for itself or on behalf of others. Any
purported transfer, assignment or other conveyance of the Class C Certificates
in contravention of the foregoing covenant shall be null and void ab initio and
the purported transferor shall continue to be treated as the holder of such
Class C Certificates and the purported transferee shall not be recognized as a
Class C Certificateholder by the Seller. If the Seller determines, based on an
Opinion of Counsel, that there is an exception to Section 7704 of the Internal
Revenue Code that applies to transfers of interests in the Trust by Private
Holders, the Seller will notify the Trustee, and the parties hereto in good
faith will proceed to amend this Agreement to eliminate or modify the covenants
of the Class C Certificateholders contained in this Section 9.5(b) and Section
9.5(c) to comply with such exception.
(c) Notwithstanding the foregoing provisions of this Section 9.5, at no
time shall the aggregate number of Private Holders exceed 100. Any purported
transfer, assignment or other conveyance (including any participation) of the
Class C Certificates in contravention of the foregoing restriction shall be null
and void ab initio and the purported transferor shall continue to be treated as
the holder of such Class C Certificates and the purported transferee shall not
be recognized as a Class C Certificateholder by the Seller, the Servicer or the
Trustee. The Seller shall provide prior notice to the Rating Agencies of any
transfer of any Class C Certificates held by the Seller.
SECTION 9.6 The Trustee. The Trustee shall not be responsible in any
-----------
manner whatsoever for or in respect of the validity or sufficiency of this
Series Supplement or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Seller.
SECTION 9.7 Instructions in Writing. All instructions given by the
-----------------------
Servicer to the Trustee pursuant to this Series Supplement shall be in writing,
and may be included in a Distribution Date Statement.
SECTION 9.8 Initial Funding of Reserve Fund. On the Closing Date the
-------------------------------
Seller shall cause to be deposited with the Trustee, and the Trustee shall
deposit in the Reserve Fund, available funds in an amount equal to [ ]
percent of the aggregate initial principal balance of the Certificates.
35
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this Series Supplement to be duly executed as of the day and year first above
written.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
as Seller
By
DEUTSCHE FLOORPLAN RECEIVABLES, INC.,
its general partner
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as Servicer
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
[ ], as Trustee
By:_____________________________
Name:
Title:
S-1
EXHIBIT A
FORM OF FACE OF CLASS A CERTIFICATE
Initial
REGISTERED Principal Balance: */
-
$____________________
Certificate No. R-
CUSIP NO.
Unless this Class A Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer 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.
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES [ ], CLASS A
evidencing a fractional undivided interest in certain
assets of the
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST.
This certificate (a "Class A Certificate") does not represent any
interest in, or obligation of, Deutsche Floorplan Receivables, L.P. ("Deutsche
FRLP" or the "Seller"), Deutsche Financial Services Corporation ("DFS"),
Deutsche Bank AG or any affiliate thereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Class A Certificate shall not
be entitled to any benefit under the Pooling and Servicing Agreement referred to
on the reverse side hereof or be valid for any purpose.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
--------------------------
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
-
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
2
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: DEUTSCHE FLOORPLAN RECEIVABLES, INC., its
general partner
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Dated:
S-1
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
[ ],
as Trustee,
By: _______________________
Authorized Officer
Dated:
S-2
FORM OF THE REVERSE OF CLASS A CERTIFICATE
This certifies that Cede & Co. (the "Series [ ] Class A
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
(the "Trust") created pursuant to a Pooling and Servicing Agreement (the "P&S")
dated as of December 1, 1993, amended and restated as of March 1, 1994, further
amended as of January 24, 1996, and amended and restated as of October 1, 1996,
as supplemented by the Series [ ] Supplement dated as of [ ] (the "Series
Supplement"), among Deutsche Floorplan Receivables, L.P. ("Deutsche FRLP"),
formerly known as ITT Floorplan Receivables, L.P., as Seller (the "Seller"),
Deutsche Financial Services Corporation ("DFS"), formerly known as ITT
Commercial Finance Corp., as servicer (the "Servicer"), and [ ], as trustee
(the "Trustee"), that are allocated to the Series [ ] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the "Pooling and
Servicing Agreement."
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series [ ] Class A
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing Agreement
is set forth below, this Class A Certificate does not purport to summarize the
Pooling and Servicing Agreement and reference is made to the Pooling and
Servicing 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. In the event of any conflict or
inconsistency between this Class A Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control in all respects.
To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and the
Series [ ] Certificates have been (or will be) issued with the intention that
the Series [ ] Certificates will qualify under applicable tax law as
indebtedness of Deutsche FRLP secured by the Receivables. The Seller, each
Beneficiary and each Certificateholder and Certificate Owner, by the acceptance
of its Certificate or Book-Entry Certificate, as applicable, agrees to treat
such Series [ ] Certificate as indebtedness of the Seller secured by the
Receivables for Federal income taxes, state and local income, single business
and franchise taxes (imposed on or measured by income) and any other taxes
imposed on or measured by income.
ASSIGNMENT
Social Security or other identifying number of assignee
______________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________
(name and address of assignee)
__________________________________________________
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _______________________ ______________________________*
Signature Guaranteed:
____________________
_______________________
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
EXHIBIT B
FORM OF FACE OF CLASS B CERTIFICATE
Initial Principal Balance: */
-
REGISTERED $______________________
Certificate No. R-
CUSIP NO.
Unless this Class B Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF ANY EMPLOYEE
BENEFIT PLAN, TRUST OR ACCOUNT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, THAT
IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR THAT IS DESCRIBED IN SECTION 4975(E) (1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (A "BENEFIT PLAN"). BY ACCEPTING
AND HOLDING THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE, THE HOLDER
HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT FUNDING
ITS ACQUISITION WITH THE ASSETS OF ANY BENEFIT PLAN.
-----------------------------
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
-
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES [ ], CLASS B
evidencing a fractional undivided interest in certain
assets of the
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST.
This certificate (a "Class B Certificate") does not represent any interest
in, or obligation of, Deutsche Floorplan Receivables, L.P. ("Deutsche FRLP" or
the "Seller"), Deutsche Financial Services Corporation ("DFS"), Deutsche Bank AG
or any affiliate thereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Class B Certificate shall not
be entitled to any benefit under the Pooling and Servicing Agreement referred to
on the reverse side hereof or be valid for any purpose.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, 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.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: DEUTSCHE FLOORPLAN RECEIVABLES, INC., its
general partner
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Dated:
S-1
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
[ ],
as Trustee,
By: _______________________
Authorized Officer
Dated:
S-2
FORM OF THE REVERSE OF CLASS B CERTIFICATE
This certifies that Cede & Co. (the "Series [ ] Class B
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
(the "Trust") created pursuant to a Pooling and Servicing Agreement (the "P&S")
dated as of December 1, 1993, amended and restated as of March 1, 1994, further
amended as of January 24, 1996, and amended and restated as of October 1, 1996,
as supplemented by the Series [ ] Supplement dated as of [ ] (the "Series
Supplement"), among Deutsche Floorplan Receivables, L.P. ("Deutsche FRLP"),
formerly known as ITT Floorplan Receivables, L.P., as Seller (the "Seller"),
Deutsche Financial Services Corporation ("DFS"), formerly known as ITT
Commercial Finance Corp., as servicer (the "Servicer"), and [ ], as trustee
(the "Trustee"), that are allocated to the Series [ ] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the "Pooling and
Servicing Agreement."
The Class B Certificates will be subordinated to the Class A Certificates
to the extent described in the Series Supplement.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series [ ] Class B
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing Agreement
is set forth below, this Class B Certificate does not purport to summarize the
Pooling and Servicing Agreement and reference is made to the Pooling and
Servicing 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. In the event of any conflict or
inconsistency between this Class B Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control in all respects.
To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and the
Series [ ] Certificates have been (or will be) issued with the intention that
the Series [ ] Certificates will qualify under applicable tax law as
indebtedness of Deutsche FRLP secured by the Receivables. The Seller, each
Beneficiary and each Certificateholder and Certificate Owner, by the acceptance
of its Certificate or Book-Entry Certificate, as applicable, agrees to treat
such Series [ ] Certificate as indebtedness of the Seller secured by the
Receivables for Federal income taxes, state and local income, single business
and franchise taxes (imposed on or measured by income) and any other taxes
imposed on or measured by income.
ASSIGNMENT
Social Security or other identifying number of assignee
______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________
(name and address of assignee)
_______________________________________
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _______________________ ______________________________*
Signature Guaranteed:
_______________________
_____________________________
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
EXHIBIT C
FORM OF FACE OF CLASS C CERTIFICATE
Initial Principal Balance: */
-
REGISTERED
$______________________
Certificate No. R-
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF
THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF ANY EMPLOYEE
BENEFIT PLAN, TRUST OR ACCOUNT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, THAT
IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR THAT IS DESCRIBED IN SECTION 4975(E) (1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (A "BENEFIT PLAN"). BY ACCEPTING
AND HOLDING THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE, THE HOLDER
HEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT FUNDING
ITS ACQUISITION WITH THE ASSETS OF ANY BENEFIT PLAN.
_________________________
*/ Denominations of $1,000 and integral multiples of $1,000 in excess
-
thereof.
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES [ ], CLASS C
evidencing a fractional undivided interest in certain
assets of the
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST.
This certificate (a "Class C Certificate") does not represent any interest
in, or obligation of, Deutsche Floorplan Receivables, L.P. ("Deutsche FRLP" or
the "Seller"), Deutsche Financial Services Corporation ("DFS"), Deutsche Bank AG
or any affiliate thereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Class C Certificate shall not
be entitled to any benefit under the Pooling and Servicing Agreement referred to
on the reverse side hereof or be valid for any purpose.
THIS CLASS C CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, 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.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: DEUTSCHE FLOORPLAN RECEIVABLES, INC., its
general partner
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Dated:
S-1
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
[ ],
as Trustee,
By: _______________________
Authorized Officer
Dated:
S-2
FORM OF THE REVERSE OF CLASS C CERTIFICATE
This certifies that [_______________________] (the "Series [ ] Class C
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
(the "Trust") created pursuant to a Pooling and Servicing Agreement (the "P&S")
dated as of December 1, 1993, amended and restated as of March 1, 1994, further
amended as of January 24, 1996, and amended and restated as of October 1, 1996,
as supplemented by the Series [ ] Supplement dated as of [ ] (the "Series
Supplement"), among Deutsche Floorplan Receivables, L.P. ("Deutsche FRLP"),
formerly known as ITT Floorplan Receivables, L.P., as Seller (the "Seller"),
Deutsche Financial Services Corporation ("DFS"), formerly known as ITT
Commercial Finance Corp., as servicer (the "Servicer"), and [ ], as trustee
(the "Trustee"), that are allocated to the Series [ ] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the "Pooling and
Servicing Agreement."
The Class C Certificates will be subordinated to the Class A Certificates
and the Class B Certificates to the extent described in the Series Supplement.
This Class C Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series [ ] Class C
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing Agreement
is set forth below, this Class C Certificate does not purport to summarize the
Pooling and Servicing Agreement and reference is made to the Pooling and
Servicing 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. In the event of any conflict or
inconsistency between this Class C Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control in all respects.
To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller, each Beneficiary and each Certificateholder and Certificate
Owner, by the acceptance of its Certificate or Book-Entry Certificate, as
applicable, agrees to treat such Series [ ] Certificate as indebtedness of the
Seller secured by the Receivables for Federal income taxes, state and local
income, single business and franchise taxes (imposed on or measured by income)
and any other taxes imposed on or measured by income.
Each Series [ ] Class C Certificateholder (other than the Seller)
represents and warrants to the Seller and the Trustee that such Series [ ]
Class C Certificateholder (i) is properly classified as a "corporation" as
described in Section 7701(a)(3) of the Internal Revenue Code, (ii) is not an S
corporation as described in Section 1361 of the Internal Revenue Code and (iii)
will not knowingly take any action which will cause it not to be so classified.
Each Series [ ] Class C Certificateholder (other than the Seller)
confirms that is has neither acquired nor will it sell, trade or transfer any
interest in the Class C Certificates or cause an interest in the Class C
Certificates to be marketed on or through (i) an "established securities market"
within the meaning of Section 7704(b)(1) of the Internal Revenue Code and any
proposed, temporary or final treasury regulation thereunder, including, without
limitation, an over-the-counter market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations or (ii) "secondary market" or
"substantial equivalent thereof" within the meaning of Section 7704(b)(2) of the
Internal Revenue Code and any proposed, temporary or final treasury regulation
thereunder, including a market wherein interests in the Class C Certificates are
regularly quoted by any Person making a market in such interests and a market
wherein any Person regularly makes available bid or offer quotes with respect to
interests in the Class C Certificates and stands ready to effect buy or sell
transactions at the quoted prices for itself or on behalf of others. Any
purported transfer, assignment or other conveyance of the Class C Certificates
in contravention of the foregoing covenant shall be null and void ab initio and
the purported transferor shall continue to be treated as the holder of such
Class C Certificates and the purported transferee shall not be recognized as a
Series [ ] Class C Certificateholder by the Seller, the Servicer or the
Trustee.
2
ASSIGNMENT
Social Security or other identifying number of assignee
_______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________
(name and address of assignee)
_________________________________________
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _______________________ ______________________________*
Signature Guaranteed:
____________________
_____________________________
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
EXHIBIT D
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of Collections, the aggregate amount of Non-
Principal Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period;
(b) The Floating Allocation Percentage, the Principal Allocation
Percentage and the Series [ ] Allocation Percentage for such Collection
Period;
(c) The total amount, if any, distributed on the Series [ ]
Certificates;
(d) The amount of such distribution allocable to principal on the Class A
Certificates, the Class B Certificates and the Class C Certificates;
(e) The amount of such distribution allocable to interest on the Class A
Certificates, the Class B Certificates and the Class C Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;
(h) The amount of the Class A, Class B and Class C Investor Charge-Offs
and the amounts of reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the preceding Collection
Period;
(j) The Class A Invested Amount, the Class B Invested Amount, the Class C
Invested Amount, the Excess Funding Account balance and the outstanding
principal balance of the Class A, Class B and Class C Certificates for such
distribution (after giving effect to all distributions which will occur on such
Distribution Date);
(k) The Controlled Distribution Amount, if any;
(l) The Class A Pool Factor, Class B Pool Factor and Class C Pool Factor;
(m) The Available Subordinated Amount for such Determination Date;
(n) LIBOR and the applicable Net Receivables Rate for the next Interest
Period;
(o) The Reserve Fund balance for such date; and
(p) The Principal Funding Account balance, the Interest Funding Account
balance and Collection Account balance with respect to such date.
2
SCHEDULE 1
Name of Series
[ ] Account Account No.
-------------- -----------
Interest Funding Account
Principal Funding Account
Excess Funding Account
Reserve Fund
All of the foregoing accounts are maintained at the Trustee.
SCHEDULE 2
Initial Principal Amounts of Certificates
-----------------------------------------
Class Initial Principal Amount
----- ------------------------
Class A $
Class B $
Class C $
