EXHIBIT 4.2
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DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
Seller
DEUTSCHE FINANCIAL SERVICES CORPORATION
Servicer
and
THE CHASE MANHATTAN BANK
Trustee
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SERIES 1996-1 SUPPLEMENT
Dated as of October 1, 1996
to
POOLING AND SERVICING AGREEMENT
Amended and Restated as of October 1, 1996
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$1,064,203,000
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
SERIES 1996-1
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series 1996-1 Certificates
SECTION 1.1. Designation ............................................. -1-
ARTICLE II
Definitions
SECTION 2.1. Definitions ............................................. -1-
ARTICLE III
Servicing Fee
SECTION 3.1. Servicing Compensation .................................. -17-
ARTICLE IV
Rights of Series 1996-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.1. Allocations; Payments to Seller ......................... -18-
SECTION 4.2. Monthly Interest; Determination of Certificate Rate ..... -19-
SECTION 4.3. Determination of Monthly Principal ...................... -21-
SECTION 4.4. Establishment of Reserve Fund and Funding Accounts ...... -21-
SECTION 4.5. Deficiency Amount ....................................... -24-
SECTION 4.6. Application of Investor Non-Principal
Collections, Investment Proceeds and Available
Investor Principal Collections ........................ -25
SECTION 4.7. Distributions to Series 1996-1 Certificateholders ....... -28-
SECTION 4.8. Application of Reserve Fund and Available
Subordinated Amount ................................... -29-
SECTION 4.9. Investor Charge-Offs .................................... -31-
SECTION 4.10. Excess Servicing ........................................ -31-
SECTION 4.11. Excess Principal Collections ............................ -32-
SECTION 4.12. Excess Funding Account .................................. -32-
ARTICLE V
Distribution and Reports to
i
Series 1996-1 Certificateholders
SECTION 5.1. Distributions ........................................... -34-
SECTION 5.2. Reports and Statements to Series 1996-1
Certificateholders .................................... -35-
ARTICLE VI
Early Amortization Events
SECTION 6.1. Additional Early Amortization Events .................... -35-
ARTICLE VII
Optional Repurchase
SECTION 7.1. Optional Repurchase ..................................... -36-
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 ............................................. -37-
ARTICLE IX
Miscellaneous Provisions
SECTION 9.1. Registration of the Series 1996-1
Certificates under the Securities Exchange Act of
1934 .................................................. -39-
SECTION 9.2. Ratification of Agreement ............................... -40-
SECTION 9.3. Counterparts ............................................ -40-
SECTION 9.4. Governing Law ........................................... -40-
SECTION 9.5. Limitation of Class C Certificates ...................... -40-
SECTION 9.6. The Trustee ............................................. -41-
SECTION 9.7. Instructions in Writing ................................. -41-
SECTION 9.8. Initial Funding of Reserve Fund ......................... -42-
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EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B Form of Class B Certificate
Exhibit C Form of Class C Certificate
SCHEDULES
Schedule 1 Accounts
Schedule 2 Initial Principal Amounts of Certificates
iii
SERIES 1996-1 SUPPLEMENT dated as of October 1, 1996 (this "Series
Supplement"), among DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited
partnership, formerly known as ITT Floorplan Receivables, L.P., as Seller,
DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada corporation, formerly known as
ITT Commercial Finance Corp., as Servicer, and THE CHASE MANHATTAN BANK, a New
York banking corporation, formerly known as Chemical Bank, 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 1996-1 Certificates
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SECTION 1.1. Designation. (a) There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Floating Rate Asset Backed Certificates, Series
1996-1," which shall consist of three Classes to be known, respectively, as the
"Floating Rate Asset Backed Certificates, Series 1996-1, Class A," "Floating
Rate Asset Backed Certificates, Series 1996-1, Class B" and "Floating Rate Asset
Backed Certificates, Series 1996-1, 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 the following words and phrases shall have the following meanings:
"Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto (other than an Early
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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 period commencing on the Accumulation Period Commencement
Date and ending upon the first to occur of (a) the commencement of an Early
Amortization Period or (b) the Expected Final Payment Date.
"Accumulation Period Commencement Date" shall mean the date which is
the first day of the June 1999 Collection Period; provided, however, 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 permitted if the
Accumulation Period Length is less than four months; provided further, however,
that the Accumulation Period Commencement Date shall not be postponed beyond the
first day of the September 1999 Collection Period.
"Accumulation Period Length" shall mean, as determined by the Servicer
on each Determination Date, beginning with the Determination Date occurring in
the May 1999 Collection Period, the number of calendar months that the Servicer
expects to be required such that sufficient funds are on deposit in the
Principal Funding Account no later than the Expected Final Payment Date to pay
the outstanding principal balances of the Certificates, based on (a) the
expected monthly collections of Principal Receivables expected to be
distributable to the Series 1996-1 Certificateholders assuming a principal
payment rate no greater than the lowest Monthly Payment Rate on the Receivables
for the preceding three months and (b) the amount of principal expected to be
distributable to Investor Certificateholders of Series which are not expected to
be in their revolving periods during the Accumulation Period.
"Additional Early Amortization Event" shall have the meaning specified
in Section 6.1.
"Additional Interest" shall mean the sum of the Class A Additional
Interest, the Class B Additional Interest and the Class C Additional Interest.
"Adjustment Date" shall mean, with respect to any Interest Period, the
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
other Interest Period prior to the first Interest Payment Date, the Adjustment
Date shall be October ___, 1996.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1996-1 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect to
the related Collection Period.
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"Available Investor Principal Collections" shall mean, with respect to
any 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 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 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 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.
"Available Subordinated Amount" shall mean, for the first
Determination Date, an amount equal to the product of (a) a fraction, the
numerator of which is the Invested Amount on the Closing Date and the
denominator of which is the Pool Balance on the Closing Date multiplied by (b)
the Trust Incremental Subordinated Amount. The "Available Subordinated Amount"
for any subsequent Determination Date shall mean an amount equal to (i) the
product of (x) a fraction, the numerator of which is the Invested Amount on the
last day of the immediately preceding Collection Period and the denominator of
which is the Pool Balance on such last day multiplied by (y) the Trust
Incremental Subordinated Amount minus (ii) the aggregate of the Required
Subordination Draw Amounts for all 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, the Class B Carry-over Amount and the Class C Carry-over Amount.
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"Certificateholders" shall mean, collectively, the Class A
Certificateholders, the Class B Certificateholders and the Class C
Certificateholders.
"Certificateholders' Monthly Servicing Fee" shall have the meaning
specified in Section 3.1.
"Certificates" shall mean, collectively, the Class A Certificates, the
Class B Certificates and the Class C Certificates.
"Class A Additional Interest" shall have the meaning specified in
Section 4.2(a).
"Class A Carry-over Amount" shall mean, with respect to a Distribution
Date 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
Distribution Date immediately following such Interest Period, a rate per annum
equal to the lesser of (i) LIBOR plus _____% per annum and (ii) the related Net
Receivables Rate.
"Class A Certificateholders" shall mean the Holders of Class A
Certificates.
"Class A Certificates" shall mean any one of the "Floating Rate Asset
Backed Certificates, Series 1996-1, Class A" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit A.
"Class A Initial Invested Amount" shall mean, for any date, the
initial principal amount of the Class A Certificates, which is set forth in
Schedule 2, 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) 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.
"Class A Interest Shortfall" shall have the meaning specified in
Section 4.2(a).
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"Class A Invested Amount" shall mean, for any date, an amount equal to
the sum of (a)(i) the Class A Initial Invested Amount, minus (ii) the aggregate
amount of principal payments made to Class A Certificateholders prior to such
date, minus (iii) the aggregate amount of all unreimbursed Class A Investor
Charge-Offs.
"Class A Investor Charge-Off" shall have the meaning specified in
Section 4.9.
"Class A Monthly Interest" on any Distribution Date shall be an amount
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 1996-1, the
initial principal amount of the Class A Certificates as set forth in Schedule 2.
"Class A Percentage" shall mean the percentage equivalent of a
fraction, 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 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 4.2(a).
"Class B Carry-over Amount" shall mean, with respect to a Distribution
Date 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
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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
Distribution Date immediately following such Interest Period, a rate per annum
equal to the lesser of (i) LIBOR plus _____% per annum and (ii) the related Net
Receivables Rate .
"Class B Certificateholders" shall mean the Holders of Class B
Certificates.
"Class B Certificates" shall mean any one of the "Floating Rate Asset
Backed Certificates, Series 1996-1, Class B" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit B.
"Class B Initial Invested Amount" shall mean, for any date, the
initial principal amount of the Class B Certificates, which is set forth in
Schedule 2, 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) 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
amount of principal payments made to Class B Certificateholders prior to such
date, minus (iii) the aggregate amount of all unreimbursed Class B Investor
Charge-Offs.
"Class B Investor Charge-Off" shall have the meaning specified in
Section 4.9.
"Class B Monthly Interest" on any Distribution Date shall be an amount
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
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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 1996-1, the
initial principal amount of the Class B Certificates as set forth in Schedule 2.
"Class B Percentage" shall mean the percentage equivalent of a
fraction, 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 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 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 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 _____% 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 1996-1, Class C" executed by the Seller and
authenticated by the Trustee, substantially in the form of Exhibit C.
"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, plus (x) the product of (i) the Class C Percentage multiplied by
(ii) the amount of any withdrawals from
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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 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 1996-1, the
initial principal amount of the Class C Certificates as set forth in Schedule 2.
"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.
"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 October [___], 1996.
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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.
"Distribution Date Statement" shall have the meaning specified in
Section 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 1996-1.
"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 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 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
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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 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 October, 1999
Distribution Date.
"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 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 1996-1 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 Payment Date" shall have
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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 December 1996, the first Interest Payment Date
shall be January 15, 1997.
"Interest Period" shall mean, with respect to any Distribution Date,
the 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 1996-1 Accounts, together with an
amount equal to the Series 1996-1 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
sum of the Floating
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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
1996-1) pro rata on the basis of such floating allocation percentages and
principal allocation percentages.
"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. 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 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.
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"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 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) 2% per annum, unless the Servicing
Fee has been waived for such Collection Period.
"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
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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 1996-1 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 1996-1 Certificateholders on a
prior Distribution Date.
"Required Participation Percentage" shall mean, with respect to Series
1996-1, 105%; 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) two percent (2%) 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
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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 1996-1" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.
"Series 1996-1 Accounts" shall have the meaning specified in
Section 4.4(e).
"Series 1996-1 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 1996-1 Certificateholders" shall mean, collectively, the
Class A Certificateholders, the Class B Certificateholders and the Class C
Certificateholders.
"Series 1996-1 Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Series 1996-1 Certificates.
"Series 1996-1 Certificates" shall mean, collectively, the Class A
Certificates, the Class B Certificates and the Class C Certificates.
"Series 1996-1 Cut-Off Date" shall mean July 31, 1996.
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"Series 1996-1 Excess Principal Collection" shall mean that portion of
Excess Principal Collections allocated to Series 1996-1 pursuant to Section
4.11.
"Series 1996-1 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 1996-1, 2.00% 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 October, 2001 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 1996-1.
(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 1996-1, Standard & Poor's,
Xxxxx'x and Xxxxx'x. As used in this Series Supplement and in the Agreement with
respect to Series 1996-1, "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's, 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.
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(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 1996-1 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 1996-1, as of the
Closing Date). The share of the Servicing Fee allocable to the Series 1996-1
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
1996-1, 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 1996-1, 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.
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 1996-1 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 1996-1
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
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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 1996-1 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 1996-1, 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
(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
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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 1996-1
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 1996-1 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 each 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 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.
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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
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distributed to Class C Certificateholders only to the extent permitted by
applicable law.
(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 (or in the case of the
date specified in the proviso to the definition of Adjustment Date, promptly
following such date) of the Trustee's determination of LIBOR. The establishment
of LIBOR on each Adjustment 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 1996-1
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 1996-1 Certificates.
SECTION 4.4. Establishment of Reserve Fund and Funding Accounts.
(a)(i) The Servicer, for the benefit of the Series 1996-1 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 Deutsche Floorplan Receivables
Master Trust, Series 1996-1" and shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 1996-1
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 1996-1 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.
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(b)(i) The Servicer, for the benefit of the Series 1996-1
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
Deutsche Floorplan Receivables Master Trust, Series 1996-1" and shall bear a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1996-1 Certificateholders.
(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 1996-1 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 Servicer, 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 Deutsche Floorplan Receivables
Master Trust, Series 1996-1" and shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 1996-1
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 1996-1 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
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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 Servicer, for the benefit of the Series 1996-1
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 Deutsche Floorplan
Receivables Master Trust, Series 1996-1" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1996-1 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 Investments shall be held by the
Trustee for the benefit of the Series 1996-1 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 1996-1
Accounts") and in all proceeds thereof. The Series 1996-1 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 1996-1 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 1996-1
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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 1996-1 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 1996-1 Account, except as expressly provided herein. Schedule 1, which is
hereby incorporated into and made part of this Series Supplement, identifies
each Series 1996-1 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
1996-1 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 1996-1 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 1996-1 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 1996-1 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 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),
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(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 1996-1 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:
(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
-25-
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;
(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;
-26-
(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 1996-1).
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 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
-27-
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
tion 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 1996-1 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 1996-1 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;
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(B) second, to the Class B Certificateholders, and amount
equal to (i) the sum of Class B Monthly Interest for such
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 (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 1996-1
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
-29-
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
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 1996-1 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 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 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 1996-1 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 1996-1)
pro rata on the basis of such required subordination draw amounts (including the
Required Subordination Draw Amount).
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(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 1996-1 Certificates, any funds
remaining on deposit in the Reserve Fund shall be paid to the Seller.
(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
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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 1996-1 Excess Principal Collections", with respect to any
Distribution Date, shall mean an amount equal to the lesser of (a) the Series
1996-1 Principal Shortfall, if any, for such Distribution Date and (b) an amount
equal to the product of (x) excess principal collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series 1996-
1 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
-32-
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 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
-33-
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 1996-1 Certificateholders
--------------------------------
SECTION 5.1. Distributions. (a) On each Distribution Date, the
Trustee shall distribute to each Series 1996-1 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 1996-1 Certificates held by such Certificateholder) of the amounts on
deposit in the Series 1996-1 Accounts as is payable to and Series 1996-1
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 1996-1
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Certificateholders hereunder shall be made by check mailed to each Series 1996-1
Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1996-1
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 1996-1 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 1996-1
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 1996-1 Certificateholder such
statement prepared by the Servicer setting forth certain information relating to
the Trust and the Series 1996-1 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 1996-1 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 1997, the Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 1996-1
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 1996-1
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 1996-1 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 1996-1
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
-35-
of the Trustee or the Series 1996-1 Certificateholders, be deemed to be an Early
Amortization Event solely with respect to Series 1996-1 (each, an "Additional
Early Amortization Event"):
(a) on any Distribution Date, the balance of the Reserve Fund is
less than two percent (2%) of the aggregate outstanding principal
balance of the Certificates, in each case after giving effect to all
deposits and distributions on such Distribution Date;
(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
twenty-seven and one-half percent (27.5%);
(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 5% 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 50% of the total assets of the Trust
on each of six or more consecutive Determination Dates, after giving
effect to all payments made or to be made on the Distribution Date
next succeeding each such respective Determination Date.
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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 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 1996-1
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 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 1996-1 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 1996-1
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 1996-1 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.
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(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 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 1996-1.
(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 1996-1 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
-38-
of this Series Supplement shall be deemed to be a final distribution pursuant to
Section 12.2 of the Agreement with respect to Series 1996-1.
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 1996-1 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 1996-1 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 1996-1 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 1996-1 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 allocated to the Series 1996-1 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
1996-1 Certificateholders in the
-39-
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
1996-1.
ARTICLE IX
Miscellaneous Provisions
------------------------
SECTION 9.1. Registration of the Series 1996-1 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 [OCTOBER ____], 1996 and thereafter maintain such
registration until the Series 1996-1 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
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.
(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
-40-
(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
-41-
the Trustee shall deposit in the Reserve Fund, available funds in an amount
equal to two percent (2%) of the aggregate initial principal balance of the
Certificates.
-42-
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:
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------
Name:
Title:
-43-
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.
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-1, CLASS A
evidencing a fractional undivided interest in certain
assets of the
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan) and
other receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing arrangements
(the "Accounts") of Deutsche Financial Services Corporation ("DFS") or an
Approved Affiliate meeting certain eligibility criteria. 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"), 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
-------------------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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 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 Class A 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:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee,
By:
------------------------------
Authorized Officer
-2-
FORM OF THE REVERSE OF CLASS A CERTIFICATE
This certifies that [Cede & Co.] (the "Series 1996-1 Class A
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the DEUTSCHE FLOORPLAN RECEIVABLES 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 1996-1 Series Supplement dated as of October 1,
1996 (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 The Chase
Manhattan Bank, formerly known as Chemical Bank, as trustee (the "Trustee"),
that are allocated to the Series 1996-1 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 corpus of the Trust will include (a) all of the Seller's right, title and
interest in, to and under the Receivables in each Account and all Collateral
Security with respect thereto owned by the Seller at the close of business on
the Cut-Off Date, in the case of the Initial Accounts, and on the applicable
Additional Cut-Off Date, in the case of Additional Accounts, and all monies due
or to become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of Missouri and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Contribution and Sale Agreement, (c) all of the Seller's right,
title and interest in, to and under the Receivables in each Account and all
Collateral Security with respect thereto owned by the Seller at the close of
business on each Transfer Date and not theretofore conveyed to the Trust, all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Missouri and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or any
Series 1996-1 Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Class A Certificates, the
Class B Certificates and the Class C Certificates will be issued pursuant to the
Pooling and Servicing Agreement. The Seller's Certificate issued pursuant to the
Pooling and Servicing Agreement represents the Seller's Interest in the Trust
(i.e., the interest in the Trust Assets not represented by the Investor
Certificates). In addition, Series 1994-1 is currently outstanding.
-3-
The Receivables consist of advances made directly or indirectly by DFS
or an Approved Affiliate to dealers in, and manufacturers of, commercial and
consumer products.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new Series of Investor Certificates, which will
represent fractional undivided interests in certain of the Trust Assets.
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 1996-1 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 1996-1 Certificates have been (or will be) issued with the intention
that the Series 1996-1 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 1996-1 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.
On each applicable Distribution Date, the Trustee shall distribute to
each Series 1996-1 Certificateholder of record at the close of business [on the
day preceding such Distribution Date]** [the last day of the month preceding the
month in which such Distribution Date occurs]*** (each a "Record Date") such
---------------------
** Applicable to Book-Entry Certificates.
*** Applicable to Definitive Certificates.
-4-
Certificateholder's pro rata share (based on the aggregate fractional undivided
interest represented by the Class A Certificates held by such Certificateholder,
except as otherwise provided in the Pooling and Servicing Agreement) of such
amounts on deposit in the Collection Account or the Series 1996-1 Accounts as
are payable in respect of the Class A Certificates pursuant to the Pooling and
Servicing Agreement. Distributions with respect to this Class A Certificate will
be made by the Trustee by check mailed to the address of the Series 1996-1 Class
A Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class A
Certificate) except that with respect to Class A Certificates registered in the
name of a Depository, including Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in immediately available funds. Final
payment of this Class A Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Series 1996-1 Class
A Certificateholder in accordance with the Pooling and Servicing Agreement.
On the Distribution Date occurring after the Invested Amount is
reduced to 10% of the original principal amount of the Certificates or less, the
Seller has the option, subject to the condition set forth in Section 7.1(c) of
the Series Supplement, to purchase the entire Series 1996-1 Certificateholders'
Interest in the Trust. The purchase price will be equal to the Reassignment
Amount (as defined in the Series Supplement).
This Class A Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer, Deutsche Bank AG or any affiliate of any
of them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class A
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, without consent of any of the Series 1996-
1 Certificateholders, so long as any such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
the Certificateholders of any outstanding Series. Notwithstanding the foregoing,
the Pooling and Servicing Agreement may be amended by the Servicer, the Seller
and the Trustee without the consent of any of the Series 1996-1
Certificateholders or any other Certificateholders to change in any
-5-
manner the treatment of Delayed Funding Receivables under the Pooling and
Servicing Agreement, but only upon confirmation by each Rating Agency that such
amendment will not result in the reduction or withdrawal of their then current
rating of the certificates of any outstanding Series. The Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Pooling and Servicing Agreement or
otherwise. Notwithstanding anything contained therein to the contrary, the
Trustee, with the consent of any Enhancement Providers, may at any time and from
time to time amend, modify or supplement the form of Distribution Date
Statement.
In addition, notwithstanding the foregoing, the P&S and any Supplement
may be amended by the Servicer and the Trustee at the direction of the Seller
without the consent of any of the Certificateholders (1) to add, modify or
eliminate such provisions as may be necessary or advisable in order to enable
the Seller or any of its Affiliates (including Deutsche Bank AG) to minimize or
avoid capital charges under any applicable law, rule, regulation or guideline
relating to regulatory or risk-based capital, (2) to enable all or a portion of
the Trust to qualify as a partnership for federal income tax purposes under
applicable regulations on the classification of entities as partnerships or
corporations under the Internal Revenue Code adopted as final regulations after
the date hereof, and to the extent that such regulations eliminate or modify the
need therefor, to modify or eliminate existing provisions of the P&S or any
Supplement relating to the intended availability of partnership treatment of the
Trust for federal income tax purposes, (3) to enable all or a portion of the
Trust to qualify as, and to permit an election to be made to cause the Trust to
be treated as, a "financial asset securitization investment trust," as described
in the provisions of the "Small Business Job Protection Act of 1996," H.R. 3448
(and, in connection with any such election, to modify or eliminate existing
provisions of the P&S or any Supplement relating to the intended Federal income
tax treatment of the Certificates and the Trust in the absence of such election,
which may include elimination of the sale of Receivables upon the occurrence of
an insolvency event with respect to Seller pursuant to the P&S and certain
provisions of the P&S relating to the liability of the Seller), or (4) to enable
the Seller or any of its Affiliates to comply with or obtain more favorable
treatment under any law or regulation or any accounting rule or principle, so
long as in each case the Rating Agency Condition has been satisfied and, in the
case of (2) or (3), the Seller and the Trustee have received an Opinion of
Counsel to the effect that such amendment will not adversely affect the
characterization of the certificates of any outstanding Series or Class as debt
or as an interest in a partnership; provided, however, that if any such
amendment occurs while Series 1994-1 is outstanding, an Opinion of Counsel for
the Seller, addressed and delivered to the Trustee, shall be required providing
that such amendment shall not adversely affect in any material respect the
interests of any Investor Certificateholders of Series 1994-1.
The Pooling and Servicing Agreement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the
-6-
Trustee with the consent of the Holders of Investor Certificates evidencing more
than 50% of the aggregate unpaid principal amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Investor
Certificateholders; provided, however, that no such amendment to the Pooling and
Servicing Agreement shall (i) reduce in any manner the amount of or delay the
timing of distributions to be made to Investor Certificateholders or deposits of
amounts to be so distributed without the consent of each such affected Investor
Certificateholder; (ii) change the definition or the manner of calculating any
certificateholders' interest without the consent of each affected Investor
Certificateholder; (iii) reduce the amount available under any Enhancement
without the consent of each affected Investor Certificateholder; (iv) adversely
affect the rating of any Series or Class by each Rating Agency without the
consent of the holders of certificates of such Series or class evidencing more
than 50% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class; or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended in
any manner which adversely affects the interests of any Enhancement Provider
without its prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Class A Certificate
is registrable in the Certificate Register of the Trustee upon surrender of this
Class A Certificate for registration of transfer at the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed by
the Holder hereof or such Holder's attorney duly authorized, and thereupon one
or more new Class A Certificates of authorized denominations evidencing the same
aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Class A Certificates are issuable only as registered Class A
Certificates without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class A Certificates are exchangeable for
new Class A Certificates evidencing like aggregate fractional undivided
interests as requested by the Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
-7-
The Servicer, the Trustee, the Transfer Agent and Registrar, and any
agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of any
of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
-8-
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
REGISTERED Principal Balance: *
$______________________
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.
-1-
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-1, CLASS B
evidencing a fractional undivided interest in certain
assets of the
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan) and
other receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing arrangements
(the "Accounts") of Deutsche Financial Services Corporation ("DFS") or an
Approved Affiliate meeting certain eligibility criteria. 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"), 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 Class B 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:
-2-
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee,
By: _______________________
Authorized Officer
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FORM OF THE REVERSE OF CLASS B CERTIFICATE
This certifies that [CEDE & CO.] (the "Series 1996-1 Class B
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the DEUTSCHE FLOORPLAN RECEIVABLES 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 1996-1 Series Supplement dated as of October 1,
1996 (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 The Chase
Manhattan Bank, formerly known as Chemical Bank, as trustee (the "Trustee"),
that are allocated to the Series 1996-1 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 corpus of the Trust will include (a) all of the Seller's right, title and
interest in, to and under the Receivables in each Account and all Collateral
Security with respect thereto owned by the Seller at the close of business on
the Cut-Off Date, in the case of the Initial Accounts, and on the applicable
Additional Cut-Off Date, in the case of Additional Accounts, and all monies due
or to become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of Missouri and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Contribution and Sale Agreement, (c) all of the Seller's right,
title and interest in, to and under the Receivables in each Account and all
Collateral Security with respect thereto owned by the Seller at the close of
business on each Transfer Date and not theretofore conveyed to the Trust, all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Missouri and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or any
Series 1996-1 Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Class B Certificates, the
Class A Certificates and the Class C Certificates will be issued pursuant to the
Pooling and Servicing Agreement.
The Class B Certificates will be subordinated to fund payments of
principal and interest on the Class A Certificates to the extent described in
the Series Supplement.
-4-
The Seller's Certificate issued pursuant to the Pooling and Servicing
Agreement represents the Seller's Interest in the Trust (i.e., the interest in
the Trust Assets not represented by the Investor Certificates). In addition,
Series 1994-1 is currently outstanding.
The Receivables consist of advances made directly or indirectly by DFS
or an Approved Affiliate to dealers in, and manufacturers of, commercial and
consumer products.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new Series of Investor Certificates, which will
represent fractional undivided interests in certain of the Trust Assets.
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 1996-1 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 1996-1 Certificates have been (or will be) issued with the intention
that the Series 1996-1 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 1996-1 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.
On each applicable Distribution Date, the Trustee shall distribute to
each Series 1996-1 Certificateholder of record at the
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close of business [on the day preceding such Distribution Date]** [the last day
of the month preceding the month in which such Distribution Date occurs]***
(each a "Record Date") such Certificateholder's pro rata share (based on the
aggregate fractional undivided interest represented by the Class B Certificates
held by such Certificateholder, except as otherwise provided in the Pooling and
Servicing Agreement) of such amounts on deposit in the Collection Account or the
Series 1996-1 Accounts as are payable in respect of the Class B Certificates
pursuant to the Pooling and Servicing Agreement. Distributions with respect to
this Class B Certificate will be made by the Trustee by check mailed to the
address of the Series 1996-1 Class B Certificateholder of record appearing in
the Certificate Register without the presentation or surrender of this Class B
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class B Certificate) except that with respect to
Class B Certificates registered in the name of a Depository, including Cede &
Co., the nominee for The Depository Trust Company, distributions will be made in
immediately available funds. Final payment of this Class B Certificate will be
made only upon presentation and surrender of this Class B Certificate at the
office or agency specified in the notice of final distribution delivered by the
Trustee to the Series 1996-1 Class B Certificateholder in accordance with the
Pooling and Servicing Agreement.
On the Distribution Date occurring after the Invested Amount is
reduced to 10% of the original principal amount of the Certificates or less, the
Seller has the option, subject to the condition set forth in Section 7.1(c) of
the Series Supplement, to purchase the entire Series 1996-1 Certificateholders'
Interest in the Trust. The purchase price will be equal to the Reassignment
Amount (as defined in the Series Supplement).
This Class B Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer, Deutsche Bank AG or any affiliate of any
of them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class B
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the
---------------------
** Applicable to Book-Entry Certificates.
*** Applicable to Definitive Certificates.
-6-
Trustee, without consent of any of the Series 1996-1 Certificateholders, so long
as any such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of the Certificateholders of any
outstanding Series. Notwithstanding the foregoing, the Pooling and Servicing
Agreement may be amended by the Servicer, the Seller and the Trustee without the
consent of any of the Series 1996-1 Certificateholders or any other
Certificateholders to change in any manner the treatment of Delayed Funding
Receivables under the Pooling and Servicing Agreement, but only upon
confirmation by each Rating Agency that such amendment will not result in the
reduction or withdrawal of their then current rating of the certificates of any
outstanding Series. The Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's rights, duties or immunities
under the Pooling and Servicing Agreement or otherwise. Notwithstanding anything
contained therein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.
In addition, notwithstanding the foregoing, the P&S and any Supplement
may be amended by the Servicer and the Trustee at the direction of the Seller
without the consent of any of the Certificateholders (1) to add, modify or
eliminate such provisions as may be necessary or advisable in order to enable
the Seller or any of its Affiliates (including Deutsche Bank AG) to minimize or
avoid capital charges under any applicable law, rule, regulation or guideline
relating to regulatory or risk-based capital, (2) to enable all or a portion of
the Trust to qualify as a partnership for federal income tax purposes under
applicable regulations on the classification of entities as partnerships or
corporations under the Internal Revenue Code adopted as final regulations after
the date hereof, and to the extent that such regulations eliminate or modify the
need therefor, to modify or eliminate existing provisions of the P&S or any
Supplement relating to the intended availability of partnership treatment of the
Trust for federal income tax purposes, (3) to enable all or a portion of the
Trust to qualify as, and to permit an election to be made to cause the Trust to
be treated as, a "financial asset securitization investment trust," as described
in the provisions of the "Small Business Job Protection Act of 1996," H.R. 3448
(and, in connection with any such election, to modify or eliminate existing
provisions of the P&S or any Supplement relating to the intended Federal income
tax treatment of the Certificates and the Trust in the absence of such election,
which may include elimination of the sale of Receivables upon the occurrence of
an insolvency event with respect to Seller pursuant to the P&S and certain
provisions of the P&S relating to the liability of the Seller), or (4) to enable
the Seller or any of its Affiliates to comply with or obtain more favorable
treatment under any law or regulation or any accounting rule or principle, so
long as in each case the Rating Agency Condition has been satisfied and, in the
case of (2) or (3), the Seller and the Trustee have received an
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Opinion of Counsel to the effect that such amendment will not adversely affect
the characterization of the certificates of any outstanding Series or Class as
debt or as an interest in a partnership; provided, however, that if any such
amendment occurs while Series 1994-1 is outstanding, an Opinion of Counsel for
the Seller, addressed and delivered to the Trustee, shall be required providing
that such amendment shall not adversely affect in any material respect the
interest of any Investor Certificateholders of Series 1994-1.
The Pooling and Servicing Agreement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee with the consent of the Holders of
Investor Certificates evidencing more than 50% of the aggregate unpaid principal
amount of the Investor Certificates of all adversely affected Series, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that no
such amendment to the Pooling and Servicing Agreement shall (i) reduce in any
manner the amount of or delay the timing of distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each such affected Investor Certificateholder; (ii) change the
definition or the manner of calculating any certificateholders' interest without
the consent of each affected Investor Certificateholder; (iii) reduce the amount
available under any Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the holders of certificates of such
Series or class evidencing more than 50% of the aggregate unpaid principal
amount of the Investor Certificates of such Series or Class; or (v) reduce the
aforesaid percentage required to consent to any such amendment without the
consent of all Investor Certificateholders. The Pooling and Servicing Agreement
may not be amended in any manner which adversely affects the interests of any
Enhancement Provider without its prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Class B Certificate
is registrable in the Certificate Register of the Trustee upon surrender of this
Class B Certificate for registration of transfer at the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed by
the Holder hereof or such Holder's attorney duly authorized, and thereupon one
or more new Class B Certificates of authorized denominations evidencing the same
aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Class B Certificates are issuable only as registered Class B
Certificates without coupons in denominations specified in the Agreement.
-8-
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class B Certificates are exchangeable for
new Class B Certificates evidencing like aggregate fractional undivided
interests as requested by the Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar, and any
agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of any
of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
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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
REGISTERED Principal Balance: *
$______________________
Certificate No. R-[ ]
CUSIP NO.
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.
-1-
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
$___________ FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-1, CLASS C
evidencing a fractional undivided interest in certain
assets of the
DEUTSCHE FLOORPLAN RECEIVABLES MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan) and
other receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing arrangements
(the "Accounts") of Deutsche Financial Services Corporation ("DFS") or an
Approved Affiliate meeting certain eligibility criteria. 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"), 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 Class C 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:
-2-
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee,
By:
-----------------------
Authorized Officer
-3-
FORM OF THE REVERSE OF CLASS C CERTIFICATE
This certifies that [_______________________] (the "Series 1996-1
Class C Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the DEUTSCHE FLOORPLAN RECEIVABLES 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 1996-1 Series Supplement dated as of October 1,
1996 (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 The Chase
Manhattan Bank, formerly known as Chemical Bank, as trustee (the "Trustee"),
that are allocated to the Series 1996-1 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 corpus of the Trust will include (a) all of the Seller's right, title and
interest in, to and under the Receivables in each Account and all Collateral
Security with respect thereto owned by the Seller at the close of business on
the Cut-Off Date, in the case of the Initial Accounts, and on the applicable
Additional Cut-Off Date, in the case of Additional Accounts, and all monies due
or to become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of Missouri and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Contribution and Sale Agreement, (c) all of the Seller's right,
title and interest in, to and under the Receivables in each Account and all
Collateral Security with respect thereto owned by the Seller at the close of
business on each Transfer Date and not theretofore conveyed to the Trust, all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Missouri and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or any
Series 1996-1 Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Class C Certificates, the
Class A Certificates and the Class B Certificates will be issued pursuant to the
Pooling and Servicing Agreement.
The Class C Certificates will be subordinated to fund payments of
principal and interest on the Class A Certificates and the Class B Certificates
to the extent described in the Series Supplement.
-4-
The Seller's Certificate issued pursuant to the Pooling and Servicing
Agreement represents the Seller's Interest in the Trust (i.e., the interest in
the Trust Assets not represented by the Investor Certificates). In addition,
Series 1994-1 is currently outstanding.
The Receivables consist of advances made directly or indirectly by DFS
or an Approved Affiliate to dealers in, and manufacturers of, commercial and
consumer products.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new Series of Investor Certificates, which will
represent fractional undivided interests in certain of the Trust Assets.
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 1996-1 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 1996-1 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.
On each applicable Distribution Date, the Trustee shall distribute to
each Series 1996-1 Certificateholder of record at the close of business [on the
day preceding such Distribution Date]** [the last day of the month preceding the
month in which
-----------------------
** Applicable to Book-Entry Certificates.
-5-
such Distribution Date occurs]*** (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional undivided
interest represented by the Class C Certificates held by such Certificateholder,
except as otherwise provided in the Pooling and Servicing Agreement) of such
amounts on deposit in the Collection Account or the Series 1996-1 Accounts as
are payable in respect of the Class C Certificates pursuant to the Pooling and
Servicing Agreement. Distributions with respect to this Class C Certificate will
be made by the Trustee by check mailed to the address of the Series 1996-1 Class
C Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class C Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class C
Certificate) except that with respect to Class C Certificates registered in the
name of a Depository, including Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in immediately available funds. Final
payment of this Class C Certificate will be made only upon presentation and
surrender of this Class C Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Series 1996-1 Class
C Certificateholder in accordance with the Pooling and Servicing Agreement.
On the Distribution Date occurring after the Invested Amount is
reduced to 10% of the original principal amount of the Certificates or less, the
Seller has the option, subject to the condition set forth in Section 7.1(c) of
the Series Supplement, to purchase the entire Series 1996-1 Certificateholders'
Interest in the Trust. The purchase price will be equal to the Reassignment
Amount (as defined in the Series Supplement).
This Class C Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer, Deutsche Bank AG or any affiliate of any
of them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. This Class C
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, without consent of any of the Series 1996-
1 Certificateholders, so long as any such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
the Certificateholders of any
------------------
*** Applicable to Definitive Certificates.
-6-
outstanding Series. Notwithstanding the foregoing, the Pooling and Servicing
Agreement may be amended by the Servicer, the Seller and the Trustee without the
consent of any of the Series 1996-1 Certificateholders or any other
Certificateholders to change in any manner the treatment of Delayed Funding
Receivables under the Pooling and Servicing Agreement, but only upon
confirmation by each Rating Agency that such amendment will not result in the
reduction or withdrawal of their then current rating of the certificates of any
outstanding Series. The Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's rights, duties or immunities
under the Pooling and Servicing Agreement or otherwise. Notwithstanding anything
contained therein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.
In addition, notwithstanding the foregoing, the P&S and any
Supplement may be amended by the Servicer and the Trustee at the direction of
the Seller without the consent of any of the Certificateholders (1) to add,
modify or eliminate such provisions as may be necessary or advisable in order to
enable the Seller or any of its Affiliates (including Deutsche Bank AG) to
minimize or avoid capital charges under any applicable law, rule, regulation or
guideline relating to regulatory or risk-based capital, (2) to enable all or a
portion of the Trust to qualify as a partnership for federal income tax purposes
under applicable regulations on the classification of entities as partnerships
or corporations under the Internal Revenue Code adopted as final regulations
after the date hereof, and to the extent that such regulations eliminate or
modify the need therefor, to modify or eliminate existing provisions of the P&S
or any Supplement relating to the intended availability of partnership
treatment of the Trust for federal income tax purposes, (3) to enable all or a
portion of the Trust to qualify as, and to permit an election to be made to
cause the Trust to be treated as, a "financial asset securitization investment
trust," as described in the provisions of the "Small Business Job Protection Act
of 1996," H.R. 3448 (and, in connection with any such election, to modify or
eliminate existing provisions of the P&S or any Supplement relating to
the intended Federal income tax treatment of the Certificates and the Trust in
the absence of such election, which may include elimination of the sale of
Receivables upon the occurrence of an insolvency event with respect to Seller
pursuant to the P&S and certain provisions of the P&S relating to the liability
of the Seller), or (4) to enable the Seller or any of its Affiliates to comply
with or obtain more favorable treatment under any law or regulation or any
accounting rule or principle, so long as in each case the Rating Agency
Condition has been satisfied and, in the case of (2) or (3), the Seller and the
Trustee have received an Opinion of Counsel to the effect that such amendment
will not adversely affect the characterization of the certificates of any
outstanding Series or Class as debt or as an interest in a partnership;
provided, however, that if any such amendment occurs while Series 1994-1 is
outstanding, an Opinion of Counsel for the Seller, addressed and delivered to
the Trustee, shall be required providing that such amendment shall not adversely
affect in any material respect the interests of any Investor Certificateholders
of Series 1994-1.
-7-
The Pooling and Servicing Agreement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee with the consent of the Holders of
Investor Certificates evidencing more than 50% of the aggregate unpaid principal
amount of the Investor Certificates of all adversely affected Series, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that no
such amendment to the Pooling and Servicing Agreement shall (i) reduce in any
manner the amount of or delay the timing of distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each such affected Investor Certificateholder; (ii) change the
definition or the manner of calculating any certificateholders' interest without
the consent of each affected Investor Certificateholder; (iii) reduce the amount
available under any Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the holders of certificates of such
Series or class evidencing more than 50% of the aggregate unpaid principal
amount of the Investor Certificates of such Series or Class; or (v) reduce the
aforesaid percentage required to consent to any such amendment without the
consent of all Investor Certificateholders. The Pooling and Servicing Agreement
may not be amended in any manner which adversely affects the interests of any
Enhancement Provider without its prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Class C Certificate
is registrable in the Certificate Register of the Trustee upon surrender of this
Class C Certificate for registration of transfer at the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed by
the Holder hereof or such Holder's attorney duly authorized, and thereupon one
or more new Class C Certificates of authorized denominations evidencing the same
aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Class C Certificates are issuable only as registered Class C
Certificates without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class C Certificates are exchangeable for
new Class C Certificates evidencing like aggregate fractional undivided
interests as requested by the Certificateholder surrendering such Class C
Certificates. No
-8-
service charge may be imposed for any such exchange but the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar, and any
agent of any of them, may treat the Person in whose name this Class C
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of any
of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
Each Series 1996-1 Class C Certificateholder (other than the Seller)
represents and warrants to the Seller and the Trustee that such Series 1996-1
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 1996-1 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 1996-1 Class C Certificateholder by the Seller, the Servicer or the
Trustee.
-9-
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 1996-1 Allocation Percentage for such Collection
Period;
(c) The total amount, if any, distributed on the Series 1996-1
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) 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 Depository Institution
1996-1 Account and Account No.
-------------- -----------------------
Interest Funding Account
Principal Funding Account
Excess Funding Account
Reserve Fund
-3-
SCHEDULE 2
Initial Principal Amounts of Certificates
-----------------------------------------
Class Initial Principal Amount
----- ------------------------
Class A $1,000,000,000
Class B $ 31,747,000
Class C $ 26,456,000
-4-
