Exhibit 4.2
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GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
on behalf of the Series 1998-2 Certificateholders
---------------
SERIES 1998-2 SUPPLEMENT
Dated as of August 1, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1995
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GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class A
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class B
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class C
$__________ Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class D
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TABLE OF CONTENTS
Page
SECTION 1. Designation ...................................................... 1
SECTION 2. Definitions ...................................................... 1
SECTION 3. Optional Repurchase .............................................. 19
SECTION 4. Delivery and Payment for the Series 1998-2 Certificates .......... 19
SECTION 5. Form of Delivery of Series 1998-2 Certificates ................... 20
SECTION 6. Article IV of Agreement .......................................... 20
ARTICLE IV
Rights of Certificateholders and
--------------------------------
Allocation and Application of Collections
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Section 4.4 Rights of Certificateholders .......................... 20
Section 4.5 Collections and Allocation; Payments on
Exchangeable Transferor Certificate ................... 21
Section 4.6 Determination of Monthly Interest for the Series
1998-2 Certificates ................................... 22
Section 4.7 Determination of Principal Amounts .................... 24
Section 4.8 Shared Principal Collections .......................... 26
Section 4.9 Application of Funds on Deposit in the Collection
Account for the Certificates .......................... 27
Section 4.10 Coverage of Required Amount for the Series 1998-2
Certificates .......................................... 34
Section 4.11 Payment of Certificate Interest ....................... 35
Section 4.12 Payment of Certificate Principal ...................... 35
Section 4.13 Investor Charge-Off ................................... 36
Section 4.14 Reallocated Principal Collections for the Series
1998-2 Certificates ................................... 37
Section 4.15 Determination of LIBOR ................................ 38
Section 4.16 Determination of Accumulation Period Length ........... 39
Section 4.17 Pre-Funding Account ................................... 39
Section 4.18 Increases in Invested Amount .......................... 40
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SECTION 7. Article V of the Agreement ....................................... 41
ARTICLE V
Distributions and Reports to Investor Certificateholders
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Section 5.1 Distributions .......................................... 41
Section 5.2 Certificateholders' Statement .......................... 43
SECTION 8. Series 1998-2 Pay Out Events ..................................... 45
SECTION 9. Series 1998-2 Termination ........................................ 45
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer
of Series 1998-2 Certificates; Tax Treatment .................... 46
SECTION 11. Additional Restrictions on Transfers of Class C Certificates;
Withholding Requirements; Tax Treatment ......................... 49
SECTION 12. Ratification of Agreement ....................................... 53
SECTION 13. Counterparts .................................................... 53
SECTION 14. Governing Law ................................................... 53
SECTION 15. Instructions in Writing ......................................... 53
EXHIBITS
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EXHIBIT A Form of Class A Investor Certificate
EXHIBIT B Form of Class B Investor Certificate
EXHIBIT C Form of Class C Investor Certificate
EXHIBIT D Form of Class D Investor Certificate
EXHIBIT E Form of Monthly Certificateholder's Statement
EXHIBIT F Form of Representation Letter and Certification
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SERIES 1998-2 SUPPLEMENT, dated as of August 1, 1998 (the "Series
Supplement") by and among GREEN TREE FLOORPLAN FUNDING CORP., a corporation
organized and existing under the laws of the State of Delaware, as Transferor
(the "Transferor"), GREEN TREE FINANCIAL CORPORATION, a corporation organized
and existing under the laws of Delaware, as Servicer (the "Servicer"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as
trustee (together with its successors in trust thereunder as provided in the
Agreement referred to below, the "Trustee"), under the Pooling and Servicing
Agreement dated as of December 1, 1995 (as supplemented, the "Agreement") among
the Transferor, the Servicer and the Trustee.
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor, for execution and redelivery to the Trustee for
authentication, of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and shall specify the Principal
Terms thereof.
SECTION 1. Designation. There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known generally as the "Series 1998-2 Certificates." The Series 1998-2
Certificates shall be issued in four Classes, which shall be designated
generally as the Floating Rate Floorplan Receivable Trust Certificates, Series
1998-2, Class A (the "Class A Certificates"), the Floating Rate Floorplan
Receivable Trust Certificates, Series 1998-2, Class B (the "Class B
Certificates"), the Floating Rate Floorplan Receivable Trust Certificates,
Series 1998-2, Class C (the "Class C Certificates") and the Floating Rate
Floorplan Receivable Trust Certificates, Series 1998-2, Class D (the "Class D
Certificates"). The Series 1998-2 Certificates shall be paired with the Series
1995-1 Certificates, in the manner and to the extent provided herein.
SECTION 2. Definitions. In the event that any term or provision contained
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern
with respect to the Series 1998-2 Certificates. All Article, Section or
subsection references herein shall mean Article, Section or subsections of the
Agreement, as amended or supplemented by this Series Supplement, except as
otherwise provided herein. All capitalized terms not otherwise defined herein
are defined in the Agreement. Each capitalized term defined herein shall relate
only to the Series 1998-2 Certificates and no other Series of Certificates
issued by the Trust.
"ABC Fixed/Floating Allocation Percentage" means, (i) for any Business Day
on which the Pre-Allocated Invested Amount is greater than zero, zero, and (ii)
for
any Business Day on which the Pre-Allocated Invested Amount is zero, the
percentage equivalent of a fraction, the numerator of which is the sum of the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the sum of the aggregate amount of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
"ABC Investor Default Amount" means, for any Business Day, an amount equal
to the product of (a) the sum of the Class A Floating Allocation Percentage, the
Class B Floating Allocation Percentage and the Class C Floating Allocation
Percentage applicable on such Business Day and (b) the aggregate principal
amount (exclusive of the portion thereof allocable to the Discount Factor, if
any) of Defaulted Receivables identified since the prior reporting date.
"Accumulation Period Commencement Date" means the first day of the December
2001 Monthly Period if the Accumulation Period Length is four months, the first
day of the January 2002 Monthly Period if the Accumulation Period Length is
three months, the first day of the February 2002 Monthly Period if the
Accumulation Period Length is two months, and the first day of the March 2002
Monthly Period if the Accumulation Period Length is one month; provided,
however, if the Accumulation Period Length has been determined to be less than
four months and, after such determination, any outstanding Series enters into an
early amortization period, the Accumulation Period Commencement Date shall be
the earlier of (x) the date on which such other outstanding Series entered its
early amortization period and (y) the Accumulation Period Commencement Date as
previously determined.
"Accumulation Period Length" means the one, two, three or four month(s)
period determined on November 13, 2001, and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of November 13, 2001 (after giving
effect to all changes therein on such date) and the denominator of which is the
sum of such Invested Amount and the invested amounts as of November 13, 2001
(after giving effect to all changes therein on such date) of all other
outstanding Series whose respective revolving periods are not scheduled to end
before the last day of the March 2002 Monthly Period.
"Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
"Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
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"Additional Interest" means, at any time of determination, the sum of
Class A Additional Interest and Class B Additional Interest.
"Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate, the Class B Certificate Rate, the Class C Certificate Rate and
the Class D Certificate Rate, plus (ii) 2% per annum.
"Carryover Class A Interest" means (a) any Class A Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class A Additional
Interest.
"Carryover Class B Interest" means (a) any Class B Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class B Additional
Interest.
"Carryover Class C Interest" means (a) any Class C Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class C Additional
Interest.
"Cash Equivalents" mean, unless otherwise provided in this Series
Supplement, (a) negotiable instruments or securities represented by instruments
in bearer or registered form which evidence (i) obligations of or fully
guaranteed by the United States of America; (ii) time deposits, promissory
notes, or certificates of deposit of any depositary institution or trust
company; provided, however, that at the time of the Trust's investment or
contractual commitment to invest therein, the certificates of deposit or short-
term deposits of such depositary institution or trust company shall have a
credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch
of F-1+ if rated by Fitch; (iii) commercial paper having, at the time of the
Trust's investment or contractual commitment to invest therein, a rating from
Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated
by Fitch; (iv) banker's acceptances issued by any depositary institution or
trust company described in clause (a)(ii) above; and (v) investments in money
market funds rated AAA-m or AAA-mg by Standard & Poor's, Aaa by Moody's and AAA
by Fitch if rated by Fitch or otherwise approved in writing by Moody's, Standard
& Poor's and Fitch; (b) time deposits and demand deposits in the name of the
Trust or the Trustee in any depositary institution or trust company referred to
in clause (a)(ii) above; (c) securities not represented by an instrument that
are registered in the name of the Trustee or its nominee (which may not be Green
Tree or an Affiliate) upon books maintained for that purpose by or on behalf of
the issuer thereof and identified on books maintained for that purpose by the
Trustee as held for the benefit of the Trust or the Certificateholders, and
consisting of (x) shares of an open end diversified investment company which is
registered under the Investment Company Act which (i) invests its assets
exclusively in obligations of or guaranteed by the United States of America or
any instrumentality or agency thereof having in each instance a final maturity
date of less than one year from their date of purchase or other Cash
Equivalents, (ii) guarantees to maintain a constant net asset value per share,
(iii) has aggregate net assets of not less than $100,000,000 on the date of
purchase of such shares and (iv) which each Rating Agency designates in writing
will not result in a withdrawal or downgrading of its then current rating of any
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Series rated by it or (y) Eurodollar time deposits of a depository institution
or trust company that are rated A-1+ by Standard & Poor's, P-1 by Moody's and F-
1+ by Fitch if rated by Fitch; provided, however, that at the time of the
Trust's investment or contractual commitment to invest therein, the Eurodollar
deposits of such depositary institution or trust company shall have a credit
rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch of F-
1+ if rated by Fitch; and (d) any other investment if each Rating Agency
confirms in writing that such investment will not adversely affect its then
current rating of the Investor Certificates.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus .__% per annum or (ii) the
applicable Net Receivables Rate.
"Class A Certificateholder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" means the portion of the Series
1998-2 Certificateholder's Interest evidenced by the Class A Certificates.
"Class A Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Fixed/Floating Allocation Percentage" means, (i) with respect to
any Business Day on which the Pre-Allocated Invested Amount is greater than
zero, zero, and (ii) for any Business Day on which the Pre-Allocated Invested
Amount is zero, the percentage equivalent of a fraction, the numerator of which
is the Class A Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the Pool
Balance and the amount on deposit in the Excess Funding Account at the end of
the preceding Business Day and (b) the sum of the numerators used to calculate
the allocation percentages with respect to Principal Collections for all Series.
"Class A Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
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"Class A Initial Invested Amount" means the aggregate initial principal
amount of the Class A Certificates, which is $__________.
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.6(a).
"Class A Invested Amount" means an amount equal to (a) the initial
principal balance of the Class A Certificates less the Class A Percentage of the
initial deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account pursuant to Section 4.18 in connection
with (i) during the Funding Period, the addition of Receivables to the Trust or
payment of principal to the Series 1995-1 Certificates or (ii) at the end of the
Funding Period, for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments (except principal payments made from the
Pre-Funding Account) made to Class A Certificateholders prior to such date,
minus (c) the aggregate amount of Class A Investor Charge-Offs for all prior
Determination Dates, and plus (d) the aggregate amount allocated and available
on all prior Business Days pursuant to subsection 4.9(a)(vi) (including amounts
applied pursuant to such subsection but funded pursuant to Section 4.10(a) and
(b) and Section 4.14(a), (b) and (c)) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clause (c).
"Class A Investor Charge-Off" shall have the meaning specified in
subsection 4.13(d).
"Class A Monthly Interest" means the interest distributable in respect of
the Class A Certificates as calculated in accordance with subsection 4.6(a).
"Class A Percentage" means the percentage derived from the fraction, the
numerator of which is the Class A Initial Invested Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.
"Class A Pre-Funded Amount" means the product of the Pre-Funded Amount and
the Class A Percentage.
"Class A Principal" means the principal distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.7(a).
"Class A Required Amount" means the amount determined by the Servicer on
each Business Day in a Monthly Period equal to the excess, if any, of (x) the
sum of (i) Class A Monthly Interest for the prior Monthly Period, (ii) any Class
A Monthly Interest due but not paid on any previous Distribution Date plus any
Class A Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iii) if Green Tree or an
Affiliate of Green Tree is no longer the Servicer, the Class A Floating
Allocation Percentage of the Servicing Fee
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for the prior Monthly Period and (iv) the Class A Floating Allocation Percentage
of the Investor Default Amount, to the extent not previously paid, for any
Business Day in the prior Monthly Period over (y) the Series Available Interest
Collections plus any Excess Interest Collections from other Series allocated
with respect to the amounts described in clauses (x)(i) through (iv).
"Class A Scheduled Payment Date" means the Distribution Date in April 2002.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus .__% per annum or (ii) the
applicable Net Receivables Rate.
"Class B Certificateholder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" means the portion of the Series
1998-2 Certificateholders' Interest evidenced by the Class B Certificates.
"Class B Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit B hereto.
"Class B Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(ii).
"Class B Fixed/Floating Allocation Percentage" means, (i) with respect to
any Business Day on which the Pre-Allocated Invested Amount is greater than
zero, zero, and (ii) for any Business Day on which the Pre-Allocated Invested
Amount is zero, the percentage equivalent of a fraction, the numerator of which
is the Class B Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the Pool
Balance and the amount on deposit in the Excess Funding Account at the end of
the preceding Business Day and (b) the sum of the numerators used to calculate
the allocation percentages with respect to Principal Collections for all Series.
"Class B Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
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"Class B Initial Invested Amount" means the aggregate initial principal
amount of the Class B Certificates, which is $__________.
"Class B Interest Shortfall" shall have the meaning specified in
subsection 4.6(b).
"Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account pursuant to Section
4.18 in connection with (i) during the Funding Period, the addition of
Receivables to the Trust or payment of principal to the Series 1995-1
Certificates or (ii) at the end of the Funding Period, for deposit into the
Excess Funding Account minus (b) the aggregate amount of principal payments
(except principal payments made from the Pre-Funding Account) made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of the
Class B Investor Charge-Offs for all prior Determination Dates equal to the
amount by which the Class B Invested Amount has been reduced to fund the
Investor Default Amounts on all prior Determination Dates pursuant to Section
4.13(c), minus (d) the aggregate amount of Reallocated Class B Principal
Collections for which neither the Class D Invested Amount nor the Class C
Invested Amount has been reduced for all prior Distribution Dates, and plus
(e) the aggregate amount allocated and available on all prior Business Days
pursuant to subsection 4.9(a)(viii) (including amounts applied pursuant to such
subsection but funded pursuant to Section 4.10(a) and (b) and Section 4.14(a)
and (b)) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d).
"Class B Investor Charge-Off" shall have the meaning specified in
subsection 4.13(c).
"Class B Monthly Interest" means the interest distributable in respect of
the Class B Certificates as calculated in accordance with subsection 4.6(b).
"Class B Percentage" means the percentage derived from the fraction the
numerator of which is the Class B Initial Invested Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.
"Class B Pre-Funded Amount" means the product of the Pre-Funded Amount and
the Class B Percentage.
"Class B Principal" means the principal distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.7(b).
"Class B Principal Commencement Date" means the earliest of (a) the Class B
Scheduled Payment Date, (b) the Distribution Date during the Early Amortization
Period on which the Class A Invested Amount is paid in full or, if there are no
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Principal Collections allocable to the Series 1998-2 Investor Certificates
remaining after payments have been made to the Class A Certificates on such
Distribution Date, the Distribution Date following the Distribution Date on
which the Class A Invested Amount is paid in full and (c) the Distribution Date
following a sale or repurchase of the Receivables as set forth in Sections
2.4(d), 9.2, 10.2, 12.1 or 12.2 of the Agreement and Section 3 of this Series
Supplement.
"Class B Required Amount" means the amount determined by the Servicer on
each Business Day in a Monthly Period equal to the excess, if any, of (x) the
sum of (i) Class B Monthly Interest for the prior Monthly Period, (ii) any Class
B Monthly Interest due but not paid on any previous Distribution Date plus any
Class B Additional Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date, (iii) if Green Tree or an
Affiliate of Green Tree is no longer the Servicer, the Class B Floating
Allocation Percentage of the Servicing Fee for the prior Monthly Period and
(iv) the Class B Floating Allocation Percentage of the Investor Default Amount,
to the extent not previously paid, for any Business Day in the prior Monthly
Period over (y) the Series Available Interest Collections plus any Excess
Interest Collections from other Series allocated with respect to the amounts
described in clauses (x)(i) through (iv).
"Class B Scheduled Payment Date" means the Distribution Date in May 2002.
"Class C Additional Interest" shall have the meaning specified in
subsection 4.6(c).
"Class C Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus .__% per annum or (ii) the
applicable Net Receivables Rate.
"Class C Certificateholder" means the Person in whose name a Class C
Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" means the portion of the Series
1998-2 Certificateholders' Interest evidenced by the Class C Certificates.
"Class C Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
"Class C Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(iii).
"Class C Fixed/Floating Allocation Percentage" means, (i) with respect to
any Business Day on which the Pre-Allocated Invested Amount is greater than
zero, zero, and (ii) for any Business Day on which the Pre-Allocated Invested
Amount is zero, the percentage equivalent of a fraction, the numerator of which
is the Class C
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Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class C Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class C Initial Invested Amount" means the aggregate initial principal
amount of the Class C Certificates, which is $__________.
"Class C Interest Shortfall" shall have the meaning specified in
subsection 4.6(c).
"Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class C
Percentage of any withdrawals from the Pre-Funding Account pursuant to Section
4.18 in connection with (i) during the Funding Period, the addition of
Receivables to the Trust or payment of principal to the Series 1995-1
Certificates or (ii) at the end of the Funding Period, for deposit into the
Excess Funding Account, minus (b) the aggregate amount of principal payments
(except principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of the
Class C Investor Charge-Offs for all prior Distribution Dates equal to the
amount by which the Class C Invested Amount has been reduced to fund the
Investor Default Amounts on all prior Distribution Dates pursuant to Section
4.13(b), minus (d) the aggregate amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections for which the Class D
Invested Amount has not been reduced for all prior Distribution Dates (provided
that the Class C Invested Amount may not be reduced below zero), and plus
(e) the aggregate amount allocated and available on all prior Business Days
pursuant to subsection 4.9(a)(ix) (including amounts applied pursuant to such
subsection but funded pursuant to Section 4.10(a) and (b) and Section 4.14(a)
for the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c) and (d).
"Class C Investor Charge-Off" shall have the meaning specified in
subsection 4.13(b).
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"Class C Monthly Interest" means the interest distributable in respect of
the Class C Certificates as calculated in accordance with subsection 4.6(c).
"Class C Percentage" means the percentage derived from the fraction the
numerator of which is the Class C Invested Initial Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.
"Class C Pre-Funded Amount" means the product of the Pre-Funded Amount and
the Class C Percentage.
"Class C Principal" means the principal distributable in respect of the
Class C Certificates as calculated in accordance with Section 4.7(c).
"Class C Principal Commencement Date" means the earlier of (a) the
Distribution Date on which the Class B Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class B Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in the
Pooling and Servicing Agreement and the 1998-2 Series Supplement.
"Class C Required Amount" means the amount determined by the Servicer on
each Business Day in a Monthly Period equal to the excess, if any, of (x) the
sum of (i) if the Class A Certificates and Class B Certificates have been
reduced to zero, interest accrued on the Class C Certificates for the prior
Monthly Period, (ii) if the Class A Certificates and Class B Certificates have
been reduced to zero, any interest due on the Class C Certificates but not paid
on any previous Distribution Date plus any Class C Additional Interest
previously due but not paid to the Class C Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class C Floating Allocation Percentage of the Servicing
Fee for the prior Monthly Period and (iv) the Class C Floating Allocation
Percentage of the Investor Default Amount, to the extent not previously paid,
for any Business Day in the prior Monthly Period over (y) the Series Available
Interest Collections plus any Excess Interest Collections from other Series
allocated with respect to the amounts described in clauses (x)(i) through (iv).
"Class D Additional Interest" shall have the meaning specified in
subsection 4.6(d).
"Class D Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus .__% per annum or (ii) the
applicable Net Receivables Rate.
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"Class D Certificateholder" means the person in whose name a Class D
Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest" means the portion of the Series
1998-2 Certificateholders' Interest evidenced by the Class D Certificates.
"Class D Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit D hereto.
"Class D Fixed/Floating Allocation Percentage" means, (i) with respect to
any Business Day on which the Pre-Allocated Invested Amount is greater than
zero, zero, and (ii) for any Business Day on which the Pre-allocated Invested
Amount is zero, the percentage equivalent of a fraction, the numerator of which
is the Class D Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the Pool
Balance and the amount on deposit in the Excess Funding Account as of the end of
the preceding Business Day and (b) the sum of the numerators used to calculate
the allocation percentages with respect to Principal Collections for all Series.
"Class D Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class D Incremental Invested Amount" means, for any Monthly Period, the
product of (a) a fraction, the numerator of which the Invested Amount (exclusive
of the Class D Incremental Invested Amount) on the last day of the immediately
preceding Monthly Period and the denominator of which is the Pool Balance on
such last day, times (b) the Overconcentration Amount for the Distribution Date
related to such Monthly Period.
"Class D Initial Invested Amount" means the aggregate initial principal
amount of the Class D Certificates, which is $__________.
"Class D Invested Amount" means an amount equal to (a) the Class D Initial
Invested Amount, plus (b) the Class D Incremental Invested Amount for the
related Monthly Period, plus (c) any Additional Class D Invested Amount, minus
(d) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus (e) the aggregate amount of Class D
Investor Charge-Offs for all prior Distribution Dates equal to the amount by
which the Class D Invested Amount has been reduced to fund Investor Default
Amounts on all prior Distribution Dates pursuant to Section 4.13(a), minus
(f) the aggregate amount of Reallocated Class D
- 11 -
Principal Collections for all prior Distribution Dates, plus (g) the aggregate
amount allocated and available on all prior Business Days pursuant to subsection
4.9(a)(x) (including amounts applied pursuant to such subsection but funded
pursuant to Section 4.10(a) and (b)) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (e) and plus (f).
"Class D Investor Charge-Off" shall have the meaning specified in
subsection 4.13(a).
"Class D Investor Default Amount" means the portion of all Defaulted
Receivables in an amount equal to the product of (a) the Class D Floating
Allocation Percentage and (b) the aggregate principal amount (exclusive of the
portion thereof allocable to the Discount Factor, if any) of Defaulted
Receivables identified since the prior reporting date.
"Class D Principal" means the principal distributable in respect of the
Class D Certificates as calculated in accordance with subsection 4.7(d).
"Class D Principal Payment Commencement Date" means the earlier of (a) the
Distribution Date on which the Class C Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class C Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class C Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in Pooling
and Servicing Agreement and the 1998-2 Series Supplement.
"Class D Subaccount" means a subaccount of the Excess Funding Account, into
which Principal Collections allocable to Class D Certificates will be deposited
during any Early Amortization Period.
"Controlled Accumulation Amount" means the quotient derived from dividing
the Class A Invested Amount as of the Distribution Date in November 2001 (after
giving effect to any changes therein on such date) by the Accumulation Period
Length.
"Controlled Accumulation Period" means, with respect to the Series 1998-2
Certificates, unless a Pay Out Event shall have occurred with respect to such
Series prior thereto, the period commencing on the Accumulation Period
Commencement Date and ending upon the earliest to occur of (i) the commencement
of the Early Amortization Period, (ii) the Initial Principal Payment Date,
(iii) payment in full to the Investor Certificateholders of the Invested Amount,
and (iv) the Series 1998-2 Termination Date.
- 12 -
"Controlled Deposit Amount" means, for any Monthly Period, the sum of the
(i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.
"Distribution Date" means the 13th day of each month, or if such day is not
a Business Day, the next succeeding Business Day, beginning October 13, 1998.
"Early Amortization Period" means the period beginning on the earlier of
(a) the first day of the Monthly Period preceding the Initial Principal Payment
Date and (b) the date that a Pay Out Event occurs, and ending on the earlier of
(i) the date on which the Class A Invested Amount, the Class B Invested Amount,
the Class C Invested Amount and the Class D Invested Amount have been paid in
full and (ii) the Series 1998-2 Termination Date.
"Enhancement" means, with respect to the Class A Certificates, the
subordination of the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount, with respect to the Class B Certificates, the
subordination of the Class C Invested Amount and the Class D Invested Amount,
and with respect to the Class C Certificates, the subordination of the Class D
Invested Amount.
"Excess Interest Collections" means, with respect to any Business Day, as
the context requires, either (x) the amount described in subsection 4.9(a)(xiv)
allocated to the Series 1998-2 Certificates but available to cover shortfalls in
amounts paid from Interest Collections for other Series, if any, or (y) the
aggregate amount of Interest Collections allocable to other Series in excess of
the amounts necessary to make required payments with respect to such Series, if
any, and available to cover shortfalls with respect to the Series 1998-2
Certificates.
"Fixed/Floating Allocation Percentage" means, (i) for any Business Day on
which the Pre-Allocated Invested Amount is greater than zero, zero, and (ii) for
any Business Day on which the Pre-Allocated Investmented Amount is zero, the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount or the
Class D Invested Amount, respectively, at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the Pool
Balance (plus amounts, if any, on deposit in the Excess Funding Account) at the
end of the preceding Business Day and (b) the sum of the numerators used to
calculate allocation percentages with respect to Principal Collections for all
Series.
"Floating Allocation Percentage" means for any Business Day, the sum of the
Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage, the Class C Floating Allocation Percentage and the Class D Floating
Allocation Percentage.
"Full Invested Amount" shall mean $__________.
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"Funding Period" shall mean the period from and including the Series 0000-0
Xxxxxxxx Date to but excluding the earlier of (x) the first day for which the
Invested Amount equals the Full Invested Amount; (y) the first day on which a
Pay Out Event is deemed to occur and (z) the first day of the March 1999 Monthly
Period.
"Initial Invested Amount" means the aggregate initial principal amount of
the Investor Certificates of Series 1998-2 less the Initial Pre-Funded Amount,
or $__________.
"Initial Pre-Funded Amount" shall mean $_________.
"Initial Principal Payment Date" means initially the [April 2001]
Distribution Date, but will successively and automatically be extended to the
next Distribution Date after the then-current Initial Principal Payment Date
unless the Servicer elects not to so extend; provided, however, that the Initial
Principal Payment Date may not be later than the Class A Scheduled Payment Date.
"Interest Accrual Period" means, with respect to a Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the first Distribution Date, from and including the Series 0000-0 Xxxxxxxx Date)
to but excluding such Distribution Date.
"Invested Amount" means, when used with respect to any Business Day, an
amount equal to the sum of (a) the Class A Invested Amount as of such Business
Day, (b) the Class B Invested Amount as of such Business Day, (c) the Class C
Invested Amount as of such Business Day and (d) the Class D Invested Amount as
of such Business Day.
"Investor Certificateholder" means the Holder of record of an Investor
Certificate of Series 1998-2.
"Investor Certificates" means the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates.
"Investor Charge-Off" means the sum of the Class A Investor Charge-Off, the
Class B Investor Charge-Off, the Class C Investor Charge-Off and the Class D
Investor Charge-Off.
"Investor Default Amount" means, with respect to each Business Day, an
amount equal to the product of the Floating Allocation Percentage applicable for
such Business Day and the principal amount (exclusive of the portion thereof
allocable to the Discount Factor, if any) of Defaulted Receivables identified
since the prior Business Day.
"Investor Percentage" means for any Business Day, (a) with respect to
Interest Receivables and Defaulted Receivables at any time or Principal
Receivables during
- 14 -
the Revolving Period, the Floating Allocation Percentage and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Early
Amortization Period, the Fixed/Floating Allocation Percentage.
"LIBOR" means, for any Interest Accrual Period, the London interbank
offered quotations for one-month Dollar deposits on the related LIBOR
Determination Date determined by the Trustee in accordance with the provisions
of Section 4.15.
"LIBOR Determination Date" means, for any Interest Accrual Period following
the initial Interest Accrual Period, the second Business Day prior to the
commencement of the second and each subsequent Interest Accrual Period. With
respect to the initial Interest Accrual Period, the Trustee will determine LIBOR
on September 10, 1998 for the period from September 14, 1998 up to but excluding
October 13, 1998. For purposes of this definition, the term "Business Day"
means any day on which banks in London and New York are open for the transaction
of international business.
"Minimum Aggregate Principal Receivables" means the sum of all numerators
used to calculate the allocation percentages with respect to Principal
Collections for all Series.
"Minimum Transferor Interest" means, as of any date of determination, the
sum of the product for each Series of (i) the Minimum Transferor Percentage for
such Series, times (ii) the Invested Amount for such Series.
"Minimum Transferor Percentage" is 4% with respect to the Series 1998-2
Certificates.
"Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if any)
collected during such Monthly Period and the denominator of which is the average
daily aggregate Receivables balance (without deducting therefrom the discount
portion, if any) for such Monthly Period.
"Monthly Period" shall have the meaning specified in the Agreement, except
that the first Monthly Period with respect to the Series 1998-2 Certificates
shall begin on and include [September 14], 1998.
"Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Series 1998-2 Certificateholders' Interest during each Monthly Period, which
will be equal to one-twelfth of the product of (x) the Servicing Fee Rate per
annum and (y) the Invested Amount on the first day of such Monthly Period or, in
the case of the first Distribution Date, the initial principal amount of the
Series 1998-2 Certificates.
- 15 -
"Negative Carry Amount" means, for any Business Day, to the extent that any
amounts are on deposit in the Excess Funding Account or the Pre-Funding Account
on such Business Day, an amount equal to the excess of (x) the product of
(a) the Base Rate, (b) the aggregate amount on deposit in the Excess Funding
Account and the Pre-Funding Account and (c) the number of days elapsed since the
previous Business Day divided by the actual number of days in such year over
(y) the aggregate amount of all earnings since the previous Business Day
available from the Cash Equivalents in which funds on deposit in the Excess
Funding Account and the Pre-Funding Account are invested.
"Net Receivables Rate" means, for any Distribution Date, the sum of (i) the
weighted average of the interest rates borne by the Receivables during the
second preceding Monthly Period (because interest payments on the Receivables at
such rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, the (y) Discount Factor, if
any, for such Distribution Date, and (z) twelve, less 2% per annum, unless the
Servicing Fee has been waived for such Monthly Period.
"Paying Agent" means, for the Series 1998-2 Certificates, Norwest Bank
Minnesota, National Association and Banque de Luxembourg.
"Period Length Determination Date" means the Determination Date immediately
preceding the November 2001 Distribution Date and each Determination Date
thereafter until the Controlled Accumulation Period commences.
"Portfolio Yield" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction, the numerator of which is the Series
Available Interest Collections for such Monthly Period, calculated on a cash
basis, minus the aggregate Investor Default Amount for such Monthly Period, and
the denominator of which is the average daily Invested Amount plus the Pre-
Funded Amount during the preceding Monthly Period.
"Pre-Allocated Invested Amount" means (a) on any date prior to the
Distribution Date on which the Series 1995-1 Certificates are paid in full, an
amount equal to the amount of principal paid on the Series 1995-1 Certificates
on the September 1998 Distribution Date plus the aggregate amount of principal
payments made on the Series 1995-1 Certificates on each Distribution Date
thereafter, and (b) thereafter, zero.-
"Pre-Funded Amount" shall mean (a) the Initial Pre-Funded Amount, minus
(b) the amount of any increases in the Invested Amount during the Funding Period
pursuant to Section 4.18, minus (c) the amount of any principal losses on funds
on deposit in the Pre-Funding Account and minus (d) the amount withdrawn from
- 16 -
the Pre-Funding Account and deposited in the Excess Funding Account pursuant to
Section 4.17(b).
"Pre-Funding Account" means the account established and maintained pursuant
to subsection 4.17(a).
"Principal Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments in the Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.
"Principal Investment Proceeds" means investment earnings (net of
investment losses and expenses) on funds on deposit in the Principal Account
during the Controlled Accumulation Period.
"Principal Shortfalls" means the amounts representing scheduled or
permitted principal distributions to certificateholders and deposits to
principal funding accounts, if any, for any Series that have not been covered
out of the Principal Collections allocable to such Series and certain other
amounts.
"Product Line Overconcentration" on any Distribution Date means the excess
of (a) the aggregate of all amounts of Principal Receivables in the Accounts
that represent financing for a single product line (other than Asset-Based
Receivables and Receivables that represent financing for manufactured housing)
on the last day of the Monthly Period immediately preceding such Distribution
Date over (b) 5% for marine products, 25% for recreational vehicles, and 5% for
any other products in total, of the total Principal Receivables on the last day
of such immediately preceding Monthly Period. Notwithstanding the above, in the
case of each such Overconcentration, the percentage in clause (b) for such
Overconcentration may be increased or decreased by the Transferor, without the
consent of any Certificateholder, to a level acceptable to each Rating Agency
without any reduction or withdrawal of its rating of any Certificates rated by
it (but which may involve an adjustment, upward or downward, of certain Invested
Amounts).
"Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Green Tree Financial Corporation.
"Qualified Institution" means a depository institution or trust company,
which may include the Trustee, organized under the laws of the United States or
any one of the states thereof, which at all items has a certificate of deposit
rating of P-1 by Moody's, of A-1+ by Standard & Poor's, of F-1+ by Fitch if
rated by Fitch or long-term unsecured debt obligation (other than such
obligation the rating of which is based on collateral or on the credit of a
person other than such institution or trust company) rating of Aaa by Moody's,
of AAA by Standard & Poor's, and of AAA by Fitch if rated by Fitch and deposit
insurance provided by the FDIC, or a depository institution, which may include
the Trustee, which is acceptable to the Rating
- 17 -
Agencies; provided, however, that no such rating shall be required of an
institution which shall have corporate trust powers and which maintains the
Collection Account, any principal account, any interest funding account or any
other account maintained for the benefit of Certificateholders as a fully
segregated trust account with the trust department of such institution which is
rated at least Baa3 by Xxxxx'x
"Rating Agency" means each of Standard & Poor's Rating Services, a Division
of The XxXxxx-Xxxx Companies, Inc. ("Standard & Poor's"), Xxxxx'x Investors
Service, Inc. ("Moody's") and Fitch IBCA, Inc. ("Fitch").
"Reallocated Class B Principal Collections" shall have the meaning
specified in subsection 4.14(c).
"Reallocated Class C Principal Collections" shall have the meaning
specified in subsection 4.14(b).
"Reallocated Class D Principal Collections" shall have the meaning
specified in subsection 4.14(a).
"Reallocated Principal Collections" means the sum of Reallocated Class B
Principal Collections, Reallocated Class C Principal Collections and Reallocated
Class D Principal Collections.
"Reference Banks" shall mean three major banks in the London interbank
market selected by the Servicer to determine and provide LIBOR on the basis of
quotations of the offered rates for one-month United States dollar deposits
following the LIBOR Determination Date.
"Required Amount" shall have the meaning specified in Section 4.10.
"Revolving Period" with respect to Series 1998-2 means the period from and
including the Series 0000-0 Xxxxxxxx Date to, but not including, the earliest of
(a) the Monthly Period preceding the Initial Principal Payment Date, (b) the
commencement of the Controlled Accumulation Period and (b) the occurrence of a
Pay Out Event.
"Series 1998-2" means the Series of the Green Tree Floorplan Receivables
Master Trust represented by the Series 1998-2 Certificates.
"Series 1998-2 Certificateholder" means the holder of record of any
Series 1998-2 Certificate.
"Series 1998-2 Certificateholders' Interest" shall have the meaning
specified in Section 4.4.
"Series 1998-2 Issuance Date" means September 14, 1998.
- 18 -
"Series 1998-2 Pay Out Event" shall have the meaning specified in Section 8
of this Series Supplement.
"Series 1998-2 Termination Date" means the earlier of (i) the date in which
the final distribution of principal and interest on the Series 1998-2
Certificates is made and (ii) the __________ Distribution Date.
"Series Available Interest Collections" shall have the meaning specified in
Section 4.9(a).
"Series Servicing Fee Percentage" means 2.00% per annum.
"Servicing Fee" means for any Monthly Period, an amount equal to the
product of (i) one-twelfth, (ii) the applicable Series Servicing Fee Percentage
and (iii) the Invested Amount as of the preceding Determination Date, or, in the
case of the first Distribution Date, the Initial Invested Amount.
"Servicing Fee Rate" means 2.00% per annum.
"Shared Principal Collections" means, as the context requires, either
(a) the amount allocated to the Series 1998-2 Investor Certificates which, in
accordance with subsections 4.9(b) and 4.9(c)(v) of the Agreement, may be
applied in accordance with Section 4.3(e) of the Agreement or (b) the amounts
allocated to the investor certificates (other than Transferor Retained
Certificates) of other Series which the applicable Supplements for such Series
specify are to be treated as "Shared Principal Collections" and which may be
applied as principal with respect to the Series 1998-2 Certificates.
"Targeted Holder" shall mean each holder of a right to receive interest or
principal with respect to the Class C Certificates (or other interests in the
Trust), other than Certificates (or other such interests) with respect to which
an opinion is rendered that such Certificates (or other such interests) will be
treated as debt for federal income tax purposes, and any holder of a right to
receive any amount in respect of the Exchangeable Transferor Certificate;
provided, that any Person holding more than one interest each of which would
cause such Person to be a Targeted Holder shall be treated as a single Targeted
Holder.
"Termination Payment Date" means the earlier of the first Distribution Date
following the liquidation or sale of the Receivables as a result of an
Insolvency Event and the occurrence of the Series 1998-2 Termination Date.
"Transfer" shall have the meaning specified in subsection 11(a) of this
Series Supplement.
- 19 -
"Transferor Interest Collections" means, on any Business Day, the product
of (a) the Interest Collections, (b) the Transferor Percentage and (c) the
Series Allocation Percentage for such Business Day.
"Transferor Retained Certificates" means, with respect to Series 1998-2,
the Class D Certificates, which the Transferor retains, but only to the extent
that and for so long as the Transferor is the Holder of such Certificates.
"Trust Accounts" means the Interest Funding Account, the Principal Account,
the Distribution Account, the Collection Account, the Excess Funding Account,
the Pre-Funding Account and the Class D Subaccount of the Excess Funding
Account.
SECTION 3. Optional Repurchase. The Series 1998-2 Certificates shall be
subject to termination by the Transferor at its option, in accordance with the
terms specified in subsection 12.2(a) of the Agreement, on any Distribution Date
on or after the Distribution Date on which the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount is reduced
to an amount less than or equal to 10% of the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount. The deposit required in connection with any such termination
and final distribution shall be equal to the sum of the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount plus accrued and
unpaid interest on the Class A Certificates, Class B Certificates and Class C
Certificates through the day prior to the Distribution Date on which the final
distribution occurs.
SECTION 4. Delivery and Payment for the Series 1998-2 Certificates. The
Transferor shall execute and deliver the Series 1998-2 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 1998-2 Certificates to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of the Agreement.
It is a condition to the issuance of the Class A Certificates that they be rated
"AAA" by Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch. It is a
condition to the issuance of the Class B Certificates that they be rated at
least "A" by Standard & Xxxx'x, "X0" by Moody's and "AA-" by Fitch. It is a
condition to the issuance of the Class C Certificates that they be rated at
least "BBB" by Fitch.
SECTION 5. Form of Delivery of Series 1998-2 Certificates. The Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates shall be delivered as Registered Certificates as provided in
Section 6.1 of the Agreement. The Class C Certificates and the Class D
Certificates shall not be represented by Book-Entry Certificates pursuant to
Section 6.10.
SECTION 6. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 of the
Agreement shall read in their entirety as provided in the Agreement. Article IV
of
- 20 -
the Agreement (except for Sections 4.1, 4.2 and 4.3 thereof) shall read in its
entirety as follows and shall be applicable only to the Series 1998-2
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
--------------------------------
ALLOCATION AND APPLICATION OF COLLECTIONS
-----------------------------------------
Section 4.4 Rights of Certificateholders. The Series 1998-2 Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Series 1998-2 Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Allocation Percentage and the Fixed/Floating
Allocation Percentage (as applicable from time to time) of Collections available
in the Collection Account, (b) funds allocable to the Series 1998-2 Certificates
on deposit in the Excess Funding Account, the Class D Subaccount of the Excess
Funding Account and the Pre-Funding Account and (c) funds on deposit in the
Interest Funding Account, the Principal Account and the Distribution Account
(for such Series, the "Series 1998-2 Certificateholders' Interest"). The Class B
Invested Amount, the Class C Invested Amount and the Class D Invested Amount
shall be subordinated to the Class A Certificates, the Class C Invested Amount
and the Class D Invested Amount shall be subordinated to the Class B
Certificates, and the Class D Invested Amount shall be subordinated to the Class
C Certificates, in each case to the extent provided in this Article IV. The
Class B Certificates will not have the right to receive payments of principal
until the Class A Invested Amount has been paid in full. The Class C
Certificates will not have the right to receive payments of principal until the
Class A Invested Amount and the Class B Invested Amount have been paid in full.
The Class D Certificates will not have the right to receive payments of
principal until the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount have been paid in full.
Section 4.5 Collections and Allocation; Payments on Exchangeable
Transferor Certificate.
(a) Collections. The Servicer will apply or will instruct the Trustee to
apply all funds on deposit in the Collection Account and the Excess Funding
Account (including the Class D Subaccount) allocable to the Series 1998-2
Certificates, and all funds on deposit in the Interest Funding Account, the
Principal Account, the Distribution Account maintained for this Series, and the
Pre-Funding Account maintained for this Series, as described in this Article IV.
(b) Payments to the Holder of the Exchangeable Transferor Certificate. On
each Business Day, the Servicer shall determine whether a Pay Out Event is
deemed to have occurred with respect to the Series 1998-2 Certificates, and the
Servicer shall allocate and pay Collections in accordance with the Daily Report
with respect to such Business Day to the Holder of the Exchangeable Transferor
Certificate as follows:
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(i) For each Business Day with respect to the Revolving Period, in
addition to amounts allocated and paid to the Holder of the Exchangeable
Transferor Certificate or pursuant to subsection 4.3(b) of the Agreement,
an amount equal (x) to the product of the Class D Floating Allocation
Percentage and the amount of Principal Collections on such Business Day,
minus (y) the Reallocated Class D Principal Collections;
(ii) For each Business Day with respect to the Controlled Accumulation
Period or Early Amortization Period, prior to the Business Day on which an
amount equal to the Class C Invested Amount has been deposited in the
Principal Account to be applied to the payment of Class C Principal, in
addition to amounts allocated and paid to the Holder of the Exchangeable
Transferor Certificate pursuant to subsection 4.3(b) of the Agreement, an
amount equal to (x) the product of the Class D Fixed/Floating Allocation
Percentage and the amount of Principal Collections on such Business Day
minus (y) the Reallocated Class D Principal Collections; provided that if
such Business Day is in the Early Amortization Period, such amount shall
instead be deposited in the Class D Subaccount; and
(iii) For each Business Day on and after the day on which Principal
Collections are being deposited in the Principal Account pursuant to
Section 4.9(c)(iv), the amount of payments of Principal Collections made to
the Holder of the Exchangeable Transferor Certificate shall be determined
only as provided in subsection 4.3(b) of the Agreement.
Notwithstanding the foregoing, amounts payable to the Transferor pursuant
to subsection 4.5(b)(i) or (ii) shall instead be deposited in the Excess Funding
Account to the extent necessary to prevent the Transferor Interest from being
less than the Minimum Transferor Interest.
The allocations to be made pursuant to this subsection 4.5(b) also apply to
deposits into the Collection Account that are treated as Collections, including
payment of the reassignment price pursuant to Sections 2.4(c) and (d) of the
Agreement and proceeds from the sale, disposition or liquidation of the
Receivables pursuant to Section 9.2, 10.2, 12.1 or 12.2 of the Agreement and
Section 3 of this Series Supplement. Such deposits to be treated as Collections
will be allocated as Interest Receivables or Principal Receivables as provided
in the Agreement.
Section 4.6 Determination of Monthly Interest for the Series 1998-2
Certificates.
(a) The amount of monthly interest (the "Class A Monthly Interest")
allocable to the Class A Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class A Certificate
Rate, (ii) a fraction, the numerator of which is the actual number of days in
such Interest Accrual Period and the denominator of which is 360 and (iii) the
outstanding principal balance of
- 22 -
the Class A Certificates at the close of business on the first day of such
Interest Accrual Period or, with respect to the first Distribution Date, the
initial outstanding principal balance of the Class A Certificates.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class A Interest Shortfall") equal to the
excess, if any, of (x) the Class A Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class A Certificateholders in respect of interest on such
Distribution Date. If there is a Class A Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class A Additional Interest") shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders, equal to the product of (i) the Class A Certificate Rate,
(ii) such Class A Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
Class A Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest (the "Class B Monthly Interest")
allocable to the Class B Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class B Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class B Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class B Certificates) and,
after the Funding Period, the Class B Invested Amount at the close of business
on the first day of such Interest Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class B Interest Shortfall") equal to the
excess, if any, of (x) the aggregate Class B Monthly Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders, equal to the product of (i) the Class B Certificate Rate,
(ii) such Class B Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or
- 23 -
distributed to Class B Certificateholders only to the extent permitted by
applicable law.
(c) The amount of monthly interest (the "Class C Monthly Interest")
allocable to the Class C Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class C Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class C Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class C Certificates) and,
after the Funding Period, the aggregate outstanding principal amount of the
Class C Certificates at the close of business on the first day of such Interest
Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class C Interest Shortfall") equal to the
excess, if any, of (x) the aggregate Class C Monthly Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class C Additional Interest") shall be
payable as provided herein with respect to the Class C Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class C Interest Shortfall is paid to Class C
Certificateholders, equal to the product of (i) the Class C Certificate Rate,
(ii) such Class C Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class C Additional Interest shall be payable or distributed to
Class C Certificateholders only to the extent permitted by applicable law.
(d) The amount of monthly interest (the "Class D Monthly Interest")
allocable to the Class D Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class D Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class D Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class D Certificates) and,
after the Funding Period, the Class D Invested Amount at the close of business
on the first day of such Interest Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class D Interest Shortfall") equal to the
excess, if any, of (x) the aggregate Class D Monthly Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class D Certificateholders in respect of interest on such
Distribution Date. If there is
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a Class D Interest Shortfall with respect to any Distribution Date, an
additional amount ("Class D Additional Interest") shall be payable as provided
herein with respect to the Class D Certificates on each Distribution Date
following such Distribution Date, to and including the Distribution Date on
which such Class D Interest Shortfall is paid to Class D Certificateholders,
equal to the product of (i) the Class D Certificate Rate, (ii) such Class D
Interest Shortfall remaining unpaid and (iii) a fraction, the numerator of which
is the actual number of days in the related Interest Accrual Period and the
denominator of which is 360. Notwithstanding anything to the contrary herein,
Class D Additional Interest shall be payable or distributed to Class D
Certificateholders only to the extent permitted by applicable law.
Section 4.7 Determination of Principal Amounts.
(a) The amount of principal (the "Class A Principal") with respect to the
Class A Certificates for each Distribution Date during the Controlled
Accumulation Period or Early Amortization Period shall be equal to an amount
calculated as follows: the sum of (i) an amount equal to the product of the ABC
Fixed/Floating Allocation Percentage and the aggregate amount of Principal
Collections (less the amount of Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections) with respect to the preceding Monthly
Period, (ii) any amount on deposit in the Excess Funding Account (exclusive of
amounts, if any, in the Class D Subaccount) allocated to the Class A
Certificates pursuant to subsection 4.9(d) of the Agreement, and any amount on
deposit in the Pre-Funding Account (exclusive of any investment earnings)
allocated to the Class A Certificates pursuant to Section 4.18, with respect to
the preceding Monthly Period, (iii) the amount, if any, allocated to the Class A
Certificates pursuant to subsections 4.9(a)(iv), (vi), (viii) and (ix) of the
Agreement and, with respect to such subsections, pursuant to subsections 4.10(a)
and (b) and 4.14(a), (b) and (c) of the Agreement, and (iv) the amount of Shared
Principal Collections allocated to the Class A Certificates with respect to the
preceding Monthly Period pursuant to Section 4.8 of the Agreement; provided,
however, that with respect to any Distribution Date during the Controlled
Accumulation Period, Class A Principal may not exceed the lesser of (i) the
Controlled Deposit Amount for such Distribution Date and (ii) the Class A
Invested Amount; provided, further, that with respect to the Series 1998-2
Termination Date, the Class A Principal shall be an amount equal to the Class A
Invested Amount.
(b) The amount of principal (the "Class B Principal") with respect to the
Class B Certificates for each Distribution Date on or after the Class B
Principal Commencement Date shall equal an amount calculated as follows: the
sum of (i) an amount equal to the product of the ABC Fixed/Floating Allocation
Percentage and the aggregate amount of Principal Collections (less the amount of
Reallocated Class B Principal Collections and Reallocated Class C Principal
Collections) with respect to the preceding Monthly Period (or, in the case of
the first Distribution Date following the date on which an amount equal to the
Class A Invested Amount is deposited in the Principal Account to be applied to
the payment of Class A Principal, the ABC
- 25 -
Fixed/Floating Allocation Percentage of Principal Collections from the date on
which such deposit is made), (ii) any amount on deposit in the Excess Funding
Account (exclusive of amounts, if any, in the Class D Subaccount) allocated to
the Class B Certificates pursuant to subsection 4.9(d) of the Agreement, and any
amount on deposit in the Pre-Funding Account (exclusive of any investment
earnings) allocated to the Class B Certificates pursuant to Section 4.18, with
respect to the preceding Monthly Period, (iii) the amount, if any, allocated to
the Class B Certificates pursuant to subsections 4.9(a)(iv), (viii) and (ix) of
the Agreement and, with respect to such subsections, pursuant to subsections
4.10(a) and (b) and 4.14(a) and (b) of the Agreement with respect to such
Distribution Date and (iv) the amount of Shared Principal Collections allocated
to the Class B Certificates with respect to the preceding Monthly Period
pursuant to Section 4.8 of the Agreement on or after the Class B Principal
Commencement Date; provided, however, that, with respect to any Distribution
Date during the Controlled Accumulation Period, Class B Principal may not exceed
the Class B Invested Amount; provided, further, that with respect to the Series
1998-2 Termination Date, the Class B Principal shall be an amount equal to the
Class B Invested Amount.
(c) The amount of principal (the "Class C Principal") with respect to the
Class C Certificates for each Distribution Date beginning on or after the Class
C Principal Commencement Date shall equal an amount calculated as follows: the
sum of (i) an amount equal to the product of the ABC Fixed/Floating Allocation
Percentage and the aggregate amount of Principal Collections (less the amount of
Reallocated Class C Principal Collections) with respect to the preceding Monthly
Period (or, in the case of the first Distribution Date following the date on
which an amount equal to the Class B Invested Amount is deposited in the
Principal Account to be applied to the payment of Class B Principal, the ABC
Fixed/Floating Allocation Percentage of Principal Collections from the date on
which such deposit is made), (ii) any amounts on deposit in the Excess Funding
Account (other than the Class D Subaccount) allocated to the Class C
Certificates pursuant to subsection 4.9(d) of the Agreement, and any amount on
deposit in the Pre-Funding Account (exclusive of any investment earnings)
allocated to the Class C Certificates pursuant to Section 4.18, with respect to
the preceding Monthly Period, (iii) the amount, if any, allocated to the Class C
Certificates pursuant to subsections 4.9(a)(iv) and (ix) of the Agreement with
respect to such Distribution Date and (iv) the amount of Shared Principal
Collections allocated to the Class C Certificates with respect to the preceding
Monthly Period pursuant to Section 4.8 of the Agreement on and after the Class C
Principal Commencement Date; provided, however, that with respect to any
Distribution Date, Class C Principal may not exceed the Class C Invested Amount;
provided, further, thatwith respect to the Series 1998-2 Termination Date, the
Class C Principal shall be an amount equal to the Class C Invested Amount.
(d) The amount of principal (the "Class D Principal") with respect to the
Class D Certificates for the Transfer Date preceding the Class D Principal
Commencement Date, and for each Transfer Date thereafter until the Trust is
terminated or until the Class D Invested Amount is paid in full, shall equal an
- 26 -
amount calculated as follows: the sum of (i) an amount equal to the product of
the Class D Fixed/Floating Allocation Percentage of Principal Collections (less
the amount of Reallocated Class D Principal Collections) with respect to the
preceding Monthly Period (or, in the case of the first Distribution Date
following the date on which an amount equal to the Class C Invested Amount is
deposited in the Principal Account to be applied to the payment of Class C
Principal, the Class D Fixed/Floating Allocation Percentage of Principal
Collections from the date on which such deposit is made), (ii) any amount on
deposit in the Excess Funding Account allocated to the Class D Certificates
pursuant to subsection 4.9(d) of the Agreement with respect to the preceding
Monthly Period, and (iii) the amount, if any, allocated to the Class D
Certificates pursuant to subsections 4.9(a)(v) and (x) of the Agreement and,
with respect to such subsections, pursuant to subsection 4.10(a) and (b) of the
Agreement with respect to such Distribution Date; provided, however, that with
respect to the Series 1998-2 Termination Date, the Class D Principal shall be an
amount equal to the Class D Invested Amount.
Section 4.8 Shared Principal Collections. Shared Principal Collections
allocated to the Series 1998-2 Certificates and to be applied pursuant to
subsections 4.9(c)(i)(y), 4.9(c)(ii)(y), 4.9(c)(iii)(y) and 4.9(c)(iv)(z) for
any Business Day with respect to the Controlled Accumulation Period shall mean
an amount equal to the product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the numerator of which is the
Principal Shortfall for the Series 1998-2 Certificates for such Business Day and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect to the Revolving
Period, Shared Principal Collections allocated to the Series 1998-2 Certificates
shall be zero.
Section 4.9 Application of Funds on Deposit in the Collection Account for
the Certificates.
(a) On each Business Day, the Servicer shall deliver to the Trustee a Daily
Report in which it shall instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions, shall withdraw, to the extent of
the amount of the Floating Allocation Percentage of Interest Collections
available in the Collection Account and net investment earnings on amounts in
the Pre-Funding Account (the "Series Available Interest Collections"), the
amounts required to be withdrawn from the Collection Account pursuant to
subsections 4.9(a)(i) through 4.9(a)(xiv).
(i) Class A Interest. On each Business Day during a Monthly Period,
the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the Class
A Certificateholders, to the extent of the Series Available Interest
Collections for such Business Day, an amount equal to the lesser of (x) the
Series Available Interest Collections and (y) the excess of (1) the sum of
Class A Monthly Interest and Carryover Class A Interest over (2) any
amounts with respect
- 27 -
thereto previously deposited into the Interest Funding Account on any prior
Business Day during such Monthly Period. Notwithstanding anything to the
contrary herein, the portion of Carryover Class A Interest that constitutes
Class A Additional Interest shall be payable or distributable to Class A
Certificateholders only to the extent permitted by applicable law.
(ii) Class B Interest. On each Business Day during a Monthly Period,
the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the Class
B Certificateholders, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawal pursuant to
subsection 4.9(a)(i), an amount equal to the lesser of (x) any such
remaining Series Available Interest Collections and (y) the excess of (1)
the sum of Class B Monthly Interest and Carryover Class B Interest over (2)
any amounts with respect thereto previously deposited into the Interest
Funding Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, the portion of Carryover
Class B Interest that constitutes Class B Additional Interest shall be
payable or distributable to Class B Certificateholders only to the extent
permitted by applicable law.
(iii) Monthly Servicing Fee. On each Business Day on which Green Tree
or an Affiliate of Green Tree is not the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of any
Series Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) and (ii), an amount equal to
the lesser of (x) any such remaining Series Available Interest Collections
and (y) the excess of (i) the Monthly Servicing Fee for such Monthly Period
plus any unpaid Monthly Servicing Fees from prior Monthly Periods over (ii)
any amounts with respect thereto previously distributed to the Servicer
during such Monthly Period.
(iv) ABC Investor Default Amount. On each Business Day, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Collection Account, to the extent of any Available Series 1998-2
Interest Collections remaining after giving effect to the withdrawals
pursuant to subsections 4.9(a)(i) through (iii), an amount equal to the
lesser of (x) any such remaining Series Available Interest Collections and
(y) the sum of (1) the aggregate ABC Investor Default Amount for such
Business Day plus (2) the unpaid ABC Investor Default Amount for each
previous Business Day during such Monthly Period, such amount to be (A)
treated as Shared Principal Collections during the Revolving Period, and
(B) to the extent allocated to Class A Principal, Class B Principal or
Class C Principal pursuant to Section 4.7 during the Controlled
Accumulation Period or Early Amortization Period, deposited in the
Principal Account for
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distribution to the applicable Class or Classes of Certificateholders on
the next Distribution Date.
(v) Class D Investor Default Amount. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account, to the extent of any Available Series
1998-2 Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (iv), an amount equal
to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the sum of (1) the aggregate Class D Investor Default
Amount for such Business Day plus (2) the unpaid Class D Investor Default
Amount for each previous Business Day during such Monthly Period, such
amount to be (A) paid to the Transferor during the Revolving Period and the
Controlled Accumulation Period prior to the payment in full of the Class C
Invested Amount, (B) to the extent allocated to Class D Principal pursuant
to Section 4.7 during the Controlled Accumulation Period or Early
Amortization Period following the payment in full of the Class C Invested
Amount, deposited in the Principal Account for distribution to the Class D
Certificateholders on the next Distribution Date and (C) during the Early
Amortization Period prior to the payment of the Class C Invested Amount in
full, deposited in the Class D Subaccount of the Excess Funding Account to
be available to be applied as Reallocated Class D Principal Collections
until the Class C Invested Amount has been paid in full and, after the
Class C Invested Amount has been paid in full, paid to the Transferor.
(vi) Reimbursement of Class A Investor Charge-Off. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (v), an amount equal
to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed Class A Investor Charge-Off, if any,
which amount will be applied to reimburse Class A Investor Charge-Off, such
amount during the Revolving Period to be treated as Shared Principal
Collections, and during the Controlled Accumulation Period or Early
Amortization Period on and prior to the day on which an amount equal to the
Class A Invested Amount is deposited in the Principal Account, to be
deposited in the Principal Account for distribution to the Class A
Certificateholders on the next Distribution Date.
(vii) Unpaid Class B Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class B Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (vi), an
- 29 -
amount equal to the lesser of (x) any such remaining Series Available
Interest Collections and (y) the sum of (1) the amount of interest which
has accrued with respect to the outstanding aggregate principal amount of
the Class B Certificates at the Class B Certificate Rate but which has not
been deposited into the Interest Funding Account with respect to the Class
B Certificateholders and (2) any additional interest (to the extent
permitted by applicable law) at the Class B Certificate Rate accrued on
interest that was due during a prior Monthly Period pursuant to this
subsection but was not deposited in the Interest Funding Account or paid to
the Class B Certificateholders.
(viii) Reimbursement of Class B Investor Charge-Off. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (vii), an amount
equal to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed amount by which the Class B Invested
Amount has been reduced on prior Business Days pursuant to clauses (c) and
(d) of the definition of Class B Invested Amount, if any, such amount, (i)
during the Revolving Period, to be treated as Shared Principal Collections,
(ii) during the Controlled Accumulation Period or Early Amortization Period
but prior to the Class B Principal Commencement Date, to be deposited in
the Principal Account for distribution to the Class A Certificateholders on
the next Distribution Date, and (iii) during the Controlled Accumulation
Period or Early Amortization Period, on and after the Class B Principal
Commencement Date but prior to the Class C Principal Commencement Date, to
be deposited in the Principal Account for payment to the Class B
Certificateholders on the next Distribution Date.
(ix) Reimbursement of Class C Investor Charge-Off. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (viii), an amount
equal to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed amount by which the Class C Invested
Amount has been reduced on prior Business Days pursuant to clauses (c) and
(d) of the definition of Class C Invested Amount, if any, such amount, (i)
during the Revolving Period, to be treated as Shared Principal Collections,
(ii) during the Controlled Accumulation Period or Early Amortization Period
but prior to the Class B Principal Commencement Date, to be deposited in
the Principal Account for distribution to the Class A Certificateholders on
the next Distribution Date, (iii) during the Controlled Accumulation Period
or Early Amortization Period, on and after the Class B Principal
Commencement Date but prior to the Class C Principal Commencement Date, to
be deposited in the
- 30 -
Principal Account for distribution to the Class B Certificateholders on the
next Distribution Date and (iv) on and after Class C Principal Commencement
Date, to be deposited in the Principal Account for payment to the Class C
Certificateholders on the next Distribution Date.
(x) Reimbursement of Class D Investor Charge-Off. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (ix), an amount equal
to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed amount by which the Class D Invested
Amount has been reduced on prior Business Days pursuant to clauses (e) and
(f) of the definition of Class D Invested Amount, if any, such amount, (i)
during the Revolving Period, and during the Controlled Accumulation Period
on and prior to the day on which an amount equal to the Class C Invested
Amount is deposited in the Principal Account, paid to the Transferor, (ii)
during the Early Amortization Period, be deposited in the Class D
Subaccount of the Excess Funding Account, to be held until the Class C
Invested Amount has been paid in full, and to be available to be applied as
Reallocated Class D Principal Collections and (iii) during the Controlled
Accumulation Period on and after the day the deposit to the Principal
Account with respect to Class C Invested Amount referred to in clause (i)
has been made, deposited in the Principal Account for payment to the Class
D Certificateholders.
(xi) Unpaid Class C Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class C Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (x), an amount equal to the lesser of (x) any
such remaining Series Available Interest Collections and (y) the excess of
(1) the sum of the Class C Monthly Interest and Carryover Class C Interest
over (2) any amounts with respect thereto previously deposited into the
Interest Funding Account on any prior Business Day during such Monthly
Period. Notwithstanding anything to the contrary herein, the portion of
Carryover Class C Interest that constitutes Class C Additional Interest
shall be payable or distributable to Class C Certificateholders only to the
extent permitted by applicable law.
(xii) Unpaid Class D Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class D Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (xi), an
- 31 -
amount equal to the lesser of (x) any such remaining Series Available
Interest Collections and (y) the sum of (1) the amount of interest which
has accrued with respect to the outstanding aggregate principal amount of
the Class D Certificates at the Class D Certificate Rate but which has not
been deposited into the Interest Funding Account with respect to the Class
D Certificateholders and (2) any additional interest (to the extent
permitted by applicable law) at the Class D Certificate Rate accrued on
interest that was due during a prior Monthly Period pursuant to this
subsection but was not deposited in the Interest Funding Account or paid to
the Class D Certificateholders.
(xiii) Monthly Servicing Fee. On each Business Day, if Green Tree or
an Affiliate of Green Tree is the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of Series
Available Interest Collections for such Business Day (after giving effect
to the withdrawals pursuant to subsections 4.9(a)(i) through (xii) of the
Agreement), the Monthly Servicing Fee accrued since the preceding Business
Day plus any Monthly Servicing Fee due with respect to any prior Business
Day but not distributed to the Servicer.
(xiv) Excess Interest Collections. Any amounts remaining in the
Collection Account to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsection 4.9(a)(i) through (xiii), shall be treated as Excess Interest
Collections, and the Servicer shall direct the Trustee in writing on each
Business Day to withdraw such amounts from the Collection Account and to
first make such amounts available to pay to Certificateholders of other
Series to the extent of shortfalls, if any, in amounts payable to such
certificateholders from Interest Collections allocated to such other
Series, then to pay any unpaid commercially reasonable costs and expenses
of a Successor Servicer, if any, and then pay any remaining Excess Interest
Collections to the Transferor.
(b) For each Business Day with respect to the Revolving Period, the funds
on deposit in the Collection Account to the extent of the product of (i) the sum
of the Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage and the Class C Floating Allocation Percentage and (ii) Principal
Collections with respect to such Business Day (less the amount of
Reallocated Class C Principal Collections and Reallocated Class B Principal
Collections on such Business Day) will be treated as Shared Principal
Collections and applied, pursuant to the written direction of the Servicer in
the Daily Report for such Business Day, as provided in Section 4.3(e) of the
Agreement.
(c) For each Business Day on and after the Accumulation Period Commencement
Date or the commencement of the Early Amortization Period, the amount of funds
on deposit in the Collection Account, the Excess Funding Account
- 32 -
and the Pre- Funding Account as described below will be distributed, pursuant to
the written direction of the Servicer in the Daily Report for such Business Day,
in the following priority:
(i) on and prior to the day on which an amount equal to the Class A
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class A Principal, an amount (not in excess of the Class
A Invested Amount) equal to the sum of (v) the product of the ABC Fixed/
Floating Allocation Percentage and Principal Collections in the Collection
Account at the end of the preceding Business Day (less the amount thereof
to be applied as Reallocated Class B Principal Collections or Reallocated
Class C Principal Collections on such Business Day), (w) any amount on
deposit in the Excess Funding Account allocated to the Class A Certificates
on such Business Day pursuant to subsection 4.9(d) plus any amount
(exclusive of investment earnings) on deposit in the Pre-Funding Account,
(x) amounts to be paid pursuant to subsections 4.9(a)(iv), (vi), (viii) and
(ix) of the Agreement from Available Series Interest Collections and from
amounts available pursuant to subsections 4.10(a) and (b) and 4.14(a), (b)
and (c) of the Agreement on such Business Day and (y) the amount of Shared
Principal Collections allocated to the Series 1998- 2 Certificates in
accordance with Section 4.8 on such Business Day, will be deposited into
the Principal Account;
(ii) on and after the day on which an amount equal to the Class A
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class A Principal, an amount (not in excess of the Class
B Invested Amount) equal to the sum of (v) an amount equal to the product
of the ABC Fixed/Floating Allocation Percentage and Principal Collections
in the Collection Account at the end of the preceding Business Day (less
the amount thereof to be applied as Reallocated Class B Principal
Collections or Reallocated Class C Principal Collections on such Business
Day), (w) any amount on deposit in the Excess Funding Account allocated to
the Class B Certificates on such Business Day pursuant to subsection 4.9(d)
plus any amount (exclusive of investment earnings) on deposit in the
Pre-Funding Account, (x) the amount, if any, allocated to be paid to the
Class B Certificates pursuant to subsections 4.9(a)(iv), (viii) and (ix) of
the Agreement from Available Series Interest Collections and from amounts
available pursuant to subsections 4.10(a) and (b) and 4.14(a) and (b) of
the Agreement with respect to such Business Day and (y) the amount of
Shared Principal Collections allocated to the Series 1998-2 Certificates in
accordance with Section 4.8 on such Business Day (such sum, the "Class B
Daily Principal Amount") will be deposited into the Principal Account;
(iii) on and after the day on which an amount equal to the Class B
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class B Principal, an amount (not in excess of the Class
C
- 33 -
Invested Amount) equal to the sum of (v) an amount equal to the product of
the ABC Fixed/Floating Allocation Percentage and Principal Collections in
the Collection Account at the end of the preceding Business Day (less the
amount thereof to be applied as Reallocated Class C Principal Collections
on such Business Day), (w) any amount on deposit in the Excess Funding
Account allocated to the Class C Certificates on such Business Day pursuant
to subsection 4.9(d) plus any amount (exclusive of investment earnings) on
deposit in the Pre-Funding Account, (x) the amount, if any, allocated to be
paid to the Class C Certificates pursuant to subsections 4.9(a)(iv) and
(ix) of the Agreement from Available Series Interest Collections and from
amounts available pursuant to subsections 4.10(a) and (b) and 4.14(a) of
the Agreement with respect to such Business Day and (y) the amount of
Shared Principal Collections allocated to the Series 1998- 2 Certificates
in accordance with Section 4.8 on such Business Day (such sum, the "Class C
Daily Principal Amount") will be deposited into the Principal Account;
(iv) on and after the day on which an amount equal to the Class C
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class C Principal, an amount equal to the sum of (w) an
amount equal to the product of the Class D Fixed/Floating Allocation
Percentage and Principal Collections in the Collection Account at the end
of the preceding Business Day (less the amount thereof to be applied as
Reallocated Class D Principal Collections on such Business Day), (x) any
amount on deposit in the Excess Funding Account allocated to the Class D
Certificates on such Business Day pursuant to subsection 4.9(d), (y) the
amount, if any, allocated to be paid to the Class D Certificates pursuant
to subsections 4.9(a)(v) and (x) of the Agreement from Available Series
Interest Collections and from amounts available pursuant to subsections
4.10(a) and (b) of the Agreement with respect to such Business Day and (z)
the amount of Shared Principal Collections allocated to the Series 1998-2
Certificates in accordance with Section 4.8 on such Business Day (such sum,
the "Class D Daily Principal Amount") will be distributed to the Class D
Certificateholders; and
(v) notwithstanding subsections 4.9(c)(i), (ii), (iii) and (iv), an
amount equal to the excess, if any, of (A) the sum of the amounts described
in clauses (i)(v) and (x), (ii)(v) and (x) and (iii)(v) and (x) above over
(B) the Class A Principal, Class B Principal and Class C Principal,
respectively, for the related Distribution Date will be treated as Shared
Principal Collections and applied as provided in subsection 4.3(e) of the
Agreement.
(d) On the first Business Day of the Controlled Accumulation Period or
Early Amortization Period, funds on deposit in the Excess Funding Account
(exclusive of amounts, if any, in the Class D Subaccount) will be deposited in
the Principal Account. Such amounts will be allocated in the following order of
priority: (i) to the Class A Certificates in an amount not to exceed the Class
A
- 34 -
Principal for the related Distribution Date after subtracting therefrom any
amounts to be deposited in the Principal Account with respect thereto pursuant
to subsections 4.9(c)(i)(v), (x) and (y), (ii) to the Class B Certificates in an
amount not to exceed the Class B Principal for the related Distribution Date
after subtracting therefrom any amounts to be deposited in the Principal Account
with respect thereto pursuant to subsections 4.9(c)(ii)(v), (x) and (y), and
(iii) to the Class C Certificates in an amount not to exceed the Class C
Principal after subtracting therefrom any amounts to be deposited in the
Principal Account with respect thereto pursuant to subsections 4.9(c)(iii)(v),
(x) and (y). On and after the Class D Principal Commencement Date any amounts
remaining on deposit in the Excess Funding Account and allocated to the Series
1998-2 Certificates will be deposited in the Principal Account in an amount not
to exceed the Class D Invested Amount after subtracting therefrom any amounts to
be deposited in the Principal Account with respect thereto pursuant to
subsections 4.9(c)(iv)(w), (x), (y) and (z).
Section 4.10 Coverage of Required Amount for the Series 1998-2
Certificates.
(a) To the extent that any amounts are on deposit in the Excess Funding
Account or the Pre-Funding Account on any Business Day, the Servicer shall apply
Transferor Interest Collections in an amount equal to the sum of the Negative
Carry Amount and the Principal Funding Investment Shortfall, if any, for such
Business Day and any prior Business Day in respect of which such amounts have
not been covered pursuant to this sentence in the manner specified for
application of Series Available Interest Collections in subsections 4.9(a)(i)
through (xiii).
(b) To the extent that on any Business Day payments are being made pursuant
to any of subsections 4.9(a)(i) through (xiii), respectively, and the full
amount to be paid pursuant to any such subsection receiving payments on such
Business Day is not paid in full on such Business Day, the Servicer shall apply
all or a portion of the Excess Interest Collections from other Series with
respect to such Business Day allocable to the Series 1998-2 Certificates in an
amount equal to the excess of the full amount to be allocated or paid pursuant
to the applicable subsection over the amount applied with respect thereto from
Series Available Interest Collections and Transferor Interest Collections
(pursuant to subsection 4.10(a)) on such Business Day (the "Required Amount").
Excess Interest Collections allocated to the Series 1998-2 Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess Interest
Collections available from all other Series for such Business Day for the prior
Monthly Period and (y) a fraction, the numerator of which is the Required Amount
for such Business Day and the denominator of which is the aggregate amount of
shortfalls in required amounts or other amounts to be paid from Interest
Collections for all Series for such Business Day.
Section 4.11 Payment of Certificate Interest. On each Transfer Date, the
Trustee, acting in accordance with instructions from the Servicer set forth in
the Daily Report for such day, shall withdraw the amount on deposit in the
Interest
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Funding Account with respect to the prior Monthly Period allocable to the Series
1998-2 Certificates and deposit such amount in the Distribution Account. On each
Distribution Date, the Paying Agent shall pay in accordance with Section 5.1 of
the Agreement to (w) the Class A Certificateholders from the Distribution
Account such amount deposited into the Distribution Account on the related
Transfer Date allocable thereto pursuant to subsection 4.9(a)(i), (x) the Class
B Certificateholders from the Distribution Account the amount deposited into the
Distribution Account allocable thereto pursuant to subsections 4.9(a)(ii) and
(vii), (y) the Class C Certificateholders from the Distribution Account the
amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xi), and (z) the Class D Certificateholders from the Distribution Account
the amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xii).
Section 4.12 Payment of Certificate Principal.
(a) On the Transfer Date preceding the Class A Scheduled Payment Date with
respect to the Controlled Accumulation Period or each Distribution Date with
respect to the Early Amortization Period, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account, to
the extent of funds available, an amount equal to the Class A Principal for such
Distribution Date. On the Class A Scheduled Payment Date (or, if applicable,
such Distribution Date in respect of the Early Amortization Period), the Paying
Agent shall pay in accordance with Section 5.1 to the Class A Certificateholders
from the Distribution Account such amount deposited into the Distribution
Account on the related Transfer Date.
(b) On the Transfer Date preceding the Class B Principal Payment
Commencement Date and each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer set forth in the Daily Report for
such day, shall withdraw from the Principal Account and deposit in the
Distribution Account, to the extent of funds available, an amount equal to the
Class B Principal for such Distribution Date. On the Class B Principal
Commencement Date, after the payment of any principal amounts to the Class A
Certificates on such day, and on each Distribution Date thereafter until the
Class B Invested Amount is paid in full, the Paying Agent shall pay in
accordance with Section 5.1 to the Class B Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date.
(c) On the Transfer Date preceding the Class C Principal Commencement Date
and each Distribution Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account an
amount equal to the lesser of the Class C Invested Amount and the amount on
deposit in the Principal Account allocable to the Series 1998-2 Certificates
(after giving effect to transfers pursuant to subsection 4.12(a) and (b)). On
the Class C
- 36 -
Principal Commencement Date, after the payment of any principal amounts to the
Class B Certificates on such day, and on each Distribution Date thereafter until
the Class C Invested Amount is paid in full, the Paying Agent shall pay in
accordance with Section 5.1 to the Class C Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date.
(d) On the Transfer Date preceding the Class D Principal Commencement Date
and each Business Day thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
make payments of principal to the Class D Certificateholders in accordance with
subsection 4.9(c)(iv) of the Agreement.
Any amounts remaining in the Principal Account and allocable to the
Series 1998-2 Certificates, after the Class D Invested Amount has been paid in
full, will be treated as Shared Principal Collections and applied in accordance
with Section 4.3(e) of the Agreement.
Section 4.13 Investor Charge-Off.
(a) If, on any Determination Date, the aggregate Investor Default Amount,
if any, for each Business Day in the preceding Monthly Period exceeded the
Series Available Interest Collections applied to the payment thereof pursuant to
subsections 4.9(a)(iv) and (v) of the Agreement and the amount of Transferor
Interest Collections and Excess Interest Collections allocated thereto pursuant
to Section 4.10 of the Agreement, and the amount of Reallocated Principal
Collections applied with respect thereto pursuant to Section 4.14 of the
Agreement, the Class D Invested Amount will be reduced by the amount by which
the remaining aggregate Investor Default Amount exceeds the amount applied with
respect thereto during such preceding Monthly Period (a "Class D Investor
Charge-Off").
(b) In the event that any such reduction of the Class D Invested Amount
would cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C Invested Amount will be
reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the aggregate Investor Default Amount for
such Monthly Period (a "Class C Investor Charge-Off").
(c) In the event that any such reduction of the Class C Invested Amount
would cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and the Class B Invested Amount will be
reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class B Investor Charge-Off").
(d) In the event that any such reduction of the Class B Invested Amount
would cause the Class B Invested Amount to be a negative number, the Class B
- 37 -
Invested Amount will be reduced to zero, and the Class A Invested Amount will be
reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off").
Section 4.14 Reallocated Principal Collections for the Series 1998-2
Certificates.
(a) On each Business Day, the Servicer will determine the amount equal to
the lesser of (i) the Class D Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class D Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
with respect to such Business Day and (iii) an amount equal to the sum of
(a) the remaining Class A Required Amount, if any, with respect to the prior
Monthly Period, (b) the remaining Class B Required Amount, if any, with respect
to the prior Monthly Period and (c) the remaining Class C Required Amount, if
any, with respect to the prior Monthly Period (such amount called "Reallocated
Class D Principal Collections") and shall apply Principal Collections in an
amount equal to such amount first to the components of the Class A Required
Amount, then to the components of the Class B Required Amount and then to the
components of the Class C Required Amount in the same priority as amounts are
applied to such components from Series Available Interest Collections pursuant
to subsection 4.9(a).
(b) On each Business Day, the Servicer will determine the amount equal to
the lesser of (i) the Class C Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class C Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class C
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
for such Business Day and (iii) an amount equal to the sum of (a) the remaining
Class A Required Amount, if any, with respect to the prior Monthly Period over
the amount of Reallocated Class D Principal Collections applied with respect
thereto for such prior Monthly Period and (b) the remaining Class B Required
Amount, if any, with respect to the prior Monthly Period over the amount of
Reallocated Class D Principal Collections applied with respect thereto for such
prior Monthly Period (such amount called "Reallocated Class C Principal
Collections") and shall apply Principal Collections in an amount equal to such
amount first to the remaining components of the Class A Required Amount and then
to the remaining components of the Class B Required Amount in the same priority
as amounts are applied to such components from Series Available Interest
Collections pursuant to subsection 4.9(a).
(c) On each Business Day, the Servicer will determine the amount equal to
the lesser of (i) the Class B Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class B Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class B
- 38 -
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
for such Business Day and (iii) an amount equal to the excess, if any, of the
remaining Class A Required Amount, if any, with respect to the prior Monthly
Period over the sum of the amount of Reallocated Class D Principal Collections
and Reallocated Class C Principal Collections applied with respect thereto for
the prior Monthly Period (such amount called "Reallocated Class B Principal
Collections") and shall apply Principal Collections equal to such amount to the
remaining components of the Class A Required Amount in the same priority as
amounts are applied to such components from Series Available Interest
Collections pursuant to subsection 4.9(a).
Section 4.15 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine LIBOR on
the basis of the rate for deposits in United States dollars for a period equal
to the relevant Interest Accrual Period which appears on Telerate Page 3750 as
of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for the LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to the
relevant Interest Accrual Period. The Trustee shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations (rounded
upward to the nearest 0.015625%). If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean (rounded upward to the nearest 0.015625%) of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period equal to the relevant Interest Accrual Period;
provided, however, that if the Trustee is unable to determine a rate in
accordance with one of the procedures described above, LIBOR shall be LIBOR as
determined on the most recent LIBOR Determination Date.
(b) The Class A Certificate Rate, the Class B Certificate Rate, the Class C
Certificate Rate and the Class D Certificate Rate applicable to the then current
and the immediately preceding Interest Accrual Periods may be obtained by any
Series 1998-2 Certificateholder by telephoning the Trustee at its Corporate
Trust Office at (000) 000-0000.
(c) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Accrual
Period. Following the listing of the Class A Certificates and the Class B
Certificates on the Luxembourg Stock Exchange and for so long as such
Certificates are so listed, the Trustee shall cause the Class A Certificate Rate
and the Class B Certificate Rate as well as the amount of Class A Monthly
Interest and Class B Monthly Interest applicable to an Interest Accrual Period
and the length of such Interest Accrual
- 39 -
Period (i) to be published in the Luxemburger Wort, and (ii) to be provided to
the Luxembourg Stock Exchange, in each case as soon as possible after its
determination but in no event later than the first day of such Interest Accrual
Period.
Section 4.16 Determination of Accumulation Period Length. On the
Distribution Date in November 2001, the Servicer shall determine the
Accumulation Period Length, the Accumulation Period Commencement Date and the
Controlled Accumulation Amount.
Section 4.17 Pre-Funding Account.
(a) Establishment of the Pre-Funding Account. The Transferor hereby directs
the Servicer, for the benefit of the Series 1998-2 Certificateholders, to
establish and maintain or cause to be established and maintained in the name of
the Trustee, on behalf of the Series 1998-2 Certificateholders, with a Qualified
Institution (which initially shall be Norwest Bank Minneapolis, National
Association) a segregated trust account (the "Pre-Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1998-2 Certificateholders. The Transferor does hereby
transfer, assign, set over and otherwise convey to the Trust for the benefit of
the Series 1998-2 Certificateholders, without recourse, all of its right, title
and interest in, to and under the Pre-Funding Account, any Cash Equivalent on
deposit therein and any proceeds of the foregoing, including the investment
earnings. The Pre-Funding Account shall be under the sole dominion and control
of the Trustee for the benefit of the Series 1998-2 Certificateholders. If, at
any time, the institution holding the Pre-Funding Account ceases to be a
Qualified Institution, the Transferor shall direct the Servicer to establish
within 10 Business Days a new Pre-Funding Account meeting the conditions
specified above with a Qualified Institution, transfer any cash and/or any
investments to such new Pre-Funding Account and from the date such new
Pre-Funding Account is established, it shall be the "Pre-Funding Account." In
addition, after five days' notice to the Trustee, the Transferor may direct the
Servicer to establish a new Pre-Funding Account meeting the conditions specified
above with a different Qualified Institution, transfer any cash and/or
investments to such new Pre-Funding Account and from the date such new Pre-
Funding Account is established, it shall be, for the Series 1998-2 Certificates,
the "Pre-Funding Account." Pursuant to the authority granted to the Servicer in
subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Pre-Funding Account for the purposes of
carrying out the Servicer's or Trustee's duties hereunder.
(b) Administration of Pre-Funding Account. The Transferor shall on the
Series 0000-0 Xxxxxxxx Date deposit in the Pre-Funding Account the Initial Pre-
Funded Amount. On the Business Day preceding each Transfer Date, the Servicer
shall withdraw from the Pre-Funding Account and deposit in the Collection
Account all interest and other investment income on the Pre-Funded Amount.
- 40 -
Interest (including reinvested interest) and other investment income on funds on
deposit in the Pre-Funding Account shall not be considered part of the Pre-
Funded Amount for purposes of this Agreement. Funds on deposit in the Pre-
Funding Account shall be withdrawn by the Servicer and paid to the Transferor to
the extent of any increases in the Invested Amount pursuant to Section 4.18 of
the Agreement. Following the occurrence of a Pay Out Event during the Funding
Period, the remaining Pre-Funded Amount will be applied to make principal
payments with respect to the Certificates in accordance with subsection 4.9(c)
of the Agreement. The Servicer shall withdraw the remaining Pre-Funded Amount,
if any, on deposit in the Pre-Funding Account on the first Business Day of the
March 1999 Monthly Period and deposit such amount into the Excess Funding
Account.
(c) Investment on Funds in Pre-Funding Account. Funds on deposit in the
Pre-Funding Account shall be invested in Cash Equivalents by the Trustee (or, at
the direction of the Trustee, by the Servicer on behalf of the Trustee) at the
direction of the Servicer. Funds on deposit in the Pre-Funding Account on any
Distribution Date, after giving effect to any withdrawals from the Pre-Funding
Account, shall be invested in Cash Equivalents that will mature so that such
funds will be available for withdrawal on or prior to the following Transfer
Date. The proceeds of any such investments shall be invested in Cash Equivalents
that will mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date.
Section 4.18 Increases in Invested Amount. The Transferor may at any time
during the Funding Period determine to increase the Invested Amount up to the
Full Invested Amount to the extent there are sufficient Principal Receivables in
the Trust to permit such increase in the Invested Amount without causing a Pay
Out Event to occur with respect to any outstanding Series. Upon determining to
increase the Invested Amount pursuant to this Section 4.18, the Transferor shall
deliver to the Servicer, the Trustee and each Rating Agency an Officers'
Certificate specifying the amount of the increase in the Invested Amount the
Transferor has determined to make and certifying that no Pay Out Event with
respect to any outstanding Series will occur as a result of or in connection
with such increase in the Invested Amount. Upon receipt of such Officer's
Certificate by the Trustee, the Class A Invested Amount, the Class B Invested
Amount and the Class C Invested Amount shall be increased pro rata by the amount
specified in such Officers' Certificate, whereupon the Trustee shall instruct
the Servicer to withdraw from the Pre-Funding Account and pay to the Transferor
an amount equal to the amount of such increase in the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount.
Upon the withdrawal of the remaining Pre-Funded Amount, if any, on deposit
in the Pre-Funding Account on the first Business Day of the March 1999 Monthly
Period and the deposit of such amount in the Excess Funding Account, the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount
shall be increased pro rata by such amount.
- 41 -
SECTION 7. Article V of the Agreement. Article V of the Agreement shall
read in its entirety as follows and shall be applicable only to the Series 1998-
2 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
-------------------------------------
CERTIFICATEHOLDERS
------------------
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's Pro Rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class A Certificateholder at such Certificate-holder's address as
it appears on the Certificate Register or, in the case of Class A
Certificateholders holding Class A Certificates evidencing Undivided Interests
aggregating not less than 80% of the Class A Invested Amount, by wire transfer,
at the expense of such Class A Certificateholder, to an account or accounts
designated by such Class A Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.3.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class B Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class B Certificateholder at such Certificate-holder's address as
it appears on the Certificate Register or, in the case of Class B
Certificateholders holding Class B Certificates evidencing Undivided Interest
aggregating not less than 80% of the Class B Invested Amount, by wire transfer,
at the expense of such Class B Certificateholder, to an account or accounts
designated by such Class B Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the
- 42 -
final payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.3.
(c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class C
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class C Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class C
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class C Certificateholder to an account or accounts designated
by such Class C Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class C Certificates will
be made only upon presentation and surrender of the Class C Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
(d) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class D
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class D Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class D
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class D Certificateholder to an account or accounts designated
by such Class D Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class D Certificates will
be made only upon presentation and surrender of the Class D Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
Section 5.2 Certificateholders' Statement.
(a) On the 15th day of each calendar month (or if such day is not a
Business Day the next succeeding Business Day), the Paying Agent shall forward
to each Certificateholder and the Rating Agencies a statement substantially in
the form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate and, in the
case of (ix) and (x), shall be
- 43 -
stated on an aggregate basis and on the basis of an original principal amount of
$1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Principal;
(iii) the amount of such distribution allocable to Certificate
Interest;
(iv) the amount of Principal Collections processed during the related
Monthly Period and allocated in respect of the Class A Certificates, the
Class B Certificates, the Class C Certificates and the Class D
Certificates, respectively;
(v) the amount of Interest Collections processed during the related
Monthly Period and allocated in respect of the Class A Certificates, the
Class B Certificates, the Class C Certificates and the Class D
Certificates, respectively;
(vi) the aggregate amount of Principal Receivables, the Invested
Amount, the Class A Invested Amount, the Class B Invested Amount, the Class
C Invested Amount, the Class D Invested Amount, the Floating Allocation
Percentage and, during the Controlled Accumulation Period or Early
Amortization Period, the ABC Fixed/Floating Allocation Percentage, with
respect to the Principal Receivables in the Trust as of the close of
business on the Record Date;
(vii) the aggregate outstanding balance of Receivables which are
current, and those between (i) 30 and 59 days (ii) 60 and 89 days and (iii)
90 days or more delinquent, in each case, as of the end of the day on the
Record Date;
(viii) the aggregate Investor Default Amount for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs, Class C Investor Charge-Offs and Class D Investor
Charge-Offs for the preceding Monthly Period;
(x) the amount of the Servicing Fee for the preceding Monthly Period;
(xi) the remaining Invested Amount of the Series 1995-1 Certificates
and the Pre-Allocated Invested Amount, if any, the Pre-Funded Amount, if
any, and the aggregate amount of funds in the Excess Funding Account as of
the last day of the Monthly Period immediately preceding the Distribution
Date;
- 44 -
(xii) the Monthly Payment Rate and the average daily aggregate
Receivables balance (without deducting therefrom the discount portion, if
any) for the related Monthly Period; and
(xiii) each Overconcentration Amount and the Class D Incremental
Invested Amount.
If the Class A Certificates or the Class B Certificates are listed on the
Luxembourg Stock Exchange, the Trustee will publish or cause to be published
following each Determination Date in the Luxemburger Wort a notice to the effect
that the reports described above will be available for review at the main office
of the Listing Agent of the Trust in Luxembourg.
(b) Annual Certificateholders' Tax Statement. On or before March 31 of each
calendar year, beginning with calendar year 1999, the Paying Agent shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1998-2 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular report to
Series 1998-2 Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 1998-2 Certificateholder, together with,
on or before January 31 of each year, beginning in 1999, such other customary
information (consistent with the treatment of the Certificates as debt) as the
Trustee or the Servicer deems necessary or desirable to enable the Series 1998-2
Certificateholders to prepare their tax returns. Such obligations of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
SECTION 8. Series 1998-2 Pay Out Events. The occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Trustee or the Series 1998-2
Certificateholders, be deemed to be a Pay Out Event solely with respect to
Series 1998-2:
(a) on any Determination Date, the average of the Monthly Payment Rates for
the three preceding Monthly Periods, where the Monthly Payment Rate for a
Monthly Period is the percentage obtained by dividing the aggregate of the
Receivables balance (without deducting therefrom any discount portion) collected
during such Monthly Period by the average daily aggregate Receivables balance
(without deducting therefrom any discount portion) for such Monthly Period, is
less than 18%;
(b) the failure to pay the outstanding principal amount of the Class A or
Class B Certificates by the Class A Scheduled Payment Date or the Class B
Scheduled Payment Date, as applicable;
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(c) the ratio (expressed as a percentage) of (i) the average for each month
of the net losses on the Receivables (exclusive of the Ineligible Receivables)
owned by the Trust (i.e., gross losses less recoveries on any Receivables
(including, without limitation, recoveries from collateral security in addition
to recoveries from the products, recoveries from manufacturers and insurance
proceeds)) during any three consecutive calendar months to (ii) the average of
the month-end aggregate balances of such Receivables (without deducting
therefrom the discount portion) for such three-month period, exceeds 5% on an
annualized basis;
(d) the sum of all Cash Equivalents and other amounts on deposit in the
Excess Funding Account represents more than 50% of the sum of the aggregate
amount of Principal Receivables (without deducting therefrom any discount
portion) for each of six or more consecutive Determination Dates, after giving
effect to all payments made or to be made on the Distribution Date next
succeeding each such respective Determination Date; or
(e) if Principal Collections allocable to the Class D Certificateholders'
Interest have been reallocated in any Monthly Period to cover any Required
Amounts and have not been reimbursed as of the Determination Date in such
Monthly Period.
SECTION 9. Series 1998-2 Termination. The right of the Series 1998-2
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-2 Termination Date unless such
Series is an Affected Series as specified in subsection 12.1(c) of the Agreement
and the sale contemplated therein has not occurred by such date, in which event
the Series 1998-2 Certificateholders shall remain entitled to receive proceeds
of such sale when such sale occurs.
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer of
Series 1998-2 Certificates; Tax Treatment.
(a) Each Class A Certificate, Class B Certificate and Class D Certificate
will bear a legend substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A SERIES 1998-2 CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS
OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY
- 46 -
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
(b) Each Class C Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7740(b)(1) OF
THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR
ANY INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR
SELL QUOTATIONS.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL
- 47 -
SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS
C CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT
LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE
COMPANY ACTING ON BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT
ACQUIRES THE CERTIFICATES, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL
ACCOUNT (AS REASONABLY DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
PLAN ASSETS FOR PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE,
AND (II) IF, AFTER THE INITIAL ACQUISITION OF THE CERTIFICATES, AT ANY TIME
DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL
ACCOUNT (AS REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO LESS
FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR PURPOSES
OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR
EXCEPTION FROM THE PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED
HOLDING OF THE CERTIFICATES UNDER SECTION 401(c) OF ERISA AND THE FINAL
REGULATIONS THEREUNDER OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE
UNITED STATES DEPARTMENT OF LABOR UNDER ERISA, THEN SUCH INSURANCE COMPANY
AGREES TO DISPOSE OF ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL
ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER.
(c) Each Class D Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. GREEN TREE FLOORPLAN
- 48 -
FUNDING CORP. SHALL BE PROHIBITED FROM TRANSFERRING ANY INTEREST IN OR
PORTION OF THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE
DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH
PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT THE FEDERAL OR MINNESOTA INCOME
TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR CERTIFICATES OR
THE TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL OR
MINNESOTA INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED TO
TRANSFER ANY INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING
EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES
WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE)
OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH
NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED
AS DEBT FOR FEDERAL INCOME TAX PURPOSES (INCLUDING THE EXCHANGEABLE
TRANSFEROR CERTIFICATE AND EACH TRANSFEROR RETAINED CLASS) WOULD NOT BE
BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING CORP.
(d) Green Tree Floorplan Funding Corp. shall be prohibited from
transferring any interest in or portion of the Class D Certificates unless,
prior to such transfer, it shall have delivered to the Trustee an Opinion of
Counsel to the effect that such proposed transfer will not adversely affect the
Federal or Minnesota income tax characterization of any outstanding Series of
Investor Certificates or the taxability (or tax characterization) of the Trust
under Federal or Minnesota income tax laws. In no event shall the Transferor be
permitted to transfer any interest in or portion of the Class D Certificates if,
after giving effect to such proposed transfer, taking into account the
certificates whose transfer is proposed, more than 20% (by Invested Amount and
by value) of the outstanding certificates issued by the Trust with respect to
which no Opinion of Counsel was issued that the applicable class would be
treated as debt for federal income tax purposes (including the Exchangeable
Transferor Certificate and each Transferor Retained Class) would not be
beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any
interest in or portion of the Class D Certificates be transferred to Green Tree.
As a condition to transfer of an interest in or portion of the Class D
Certificates, the transferee shall be required to agree not to institute
against, or join any other Person in instituting against, the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law, for
one year and one day after all Investor Certificates are paid in full. The
Transferor shall provide prompt written notice to the Rating Agencies of any
such transfer.
(e) No transfer of a Class A Certificate, Class B Certificate or Class D
Certificate will be permitted to be made to a Benefit Plan unless such Benefit
Plan, at
- 49 -
its expense, delivers to the Trustee, the Servicer and the Transferor an opinion
of counsel satisfactory to them to the effect that the purchase or holding of a
Class A Certificate, Class B Certificate or Class D Certificate by such Benefit
Plan will not result in the assets of the Trust being deemed to be "assets of
the Benefit Plan" and subject to the prohibited transaction provisions of ERISA
and the Code and will not subject the Trustee, the Transferor or the Servicer to
any obligation in addition to those undertaken in the Agreement. Unless such
opinion is delivered, each person acquiring a Class A Certificate, Class B
Certificate or Class D Certificate or the beneficial ownership of a Class A
Certificate, Class B Certificate or Class D Certificate will be deemed to
represent to the Trustee, the Transferor and the Servicer that it is not (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Code, or (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity.
(f) The Transferor, the Trustee, the Servicer and each Certificateholder
each agrees that it will not make the election provided in Treasury Regulation
(S) 301.7701-3(c) to have the Trust classified as an association taxable as a
corporation.
SECTION 11. Additional Restrictions on Transfers of Class C Certificates;
Withholding Requirements; Tax Treatment.
(a) No Class C Certificate or any interest therein may be sold (including
in the initial offering), conveyed, assigned, hypothecated, pledged,
participated, or otherwise transferred (each, a "Transfer") except in accordance
with this Section 11. Any Transfer of a Class C Certificate otherwise permitted
by this Section 11 will be permitted only if it consists of a pro rata
percentage interest in all payments made with respect to such Holder's Class C
Certificate and no Transfers of partial interests in a Class C Certificate shall
be permitted. No Class C Certificate or any interest therein may be Transferred
to any Person (each, an "Assignee"), unless the Assignee shall have executed and
delivered the certification referred to in subsection 11(e) below and each of
the Transferor and the Servicer shall have granted its prior consent thereto.
Such consent shall be granted (assuming that all other conditions specified in
this Section 11 to such Transfer are satisfied) unless the Transferor determines
in its sole and absolute discretion that such Transfer would create a risk that
the Trust would be classified for federal or any applicable state tax purposes
as an association or publicly traded partnership taxable as a corporation;
provided, further, that any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void; and provided, further,
that there shall not at any time be more than 5 Class C Certificateholders or
such other number as may be consented to by the Transferor, which consent may be
withheld in its sole and absolute discretion.
(b) Each initial purchaser of a Class C Certificate or any interest therein
and any Assignee thereof shall certify to the Transferor, the Servicer, and the
Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a
corporation,
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partnership or other entity organized in or under the laws of the U.S. or any
political subdivision thereof which, if such entity is a tax-exempt entity,
recognizes that payments with respect to the Class C Certificates may constitute
unrelated business taxable income or (iii) a person not described in (i) or (ii)
whose ownership of the Class C Certificates is effectively connected with the
conduct of a trade or business within the United States within the meaning of
the Code) and whose ownership of any interest in a Class C Certificate will not
result in any withholding obligation with respect to any payments with respect
to the Class C Certificates by any person or (B) an estate or trust the income
of which is includible in gross income for U.S. federal income tax purposes.
Each initial purchaser of a Class C Certificate also shall agree that (A) if it
is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the
person from whom it is acquiring a Class C Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will
agree to furnish a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form) or (b) if it is a
person described in clause (A)(iii) above, it will furnish to the person from
whom it is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 (and will agree to
furnish a new Form 4224, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a Class C Certificate or any interest therein
and any Assignee thereof shall further certify to the Transferor, the Servicer
and the Trustee that it has neither acquired nor will it sell, trade or transfer
any interest in a Class C Certificate or cause an interest in a Class C
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, each initial purchaser of a Class C Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a Class C Certificate that it is not and will not become
(unless otherwise consented to by the Transferor in its sole discretion), for so
long as it holds an interest in a Class C Certificate, a partnership, Subchapter
S corporation or grantor trust for U.S. federal income tax purposes. If an
initial purchaser of an interest in a Class C Certificate or an Assignee cannot
make the certification described in the preceding sentence, the Transferor may,
in its sole discretion, prohibit a Transfer to such entity; provided, however,
that if the Transferor agrees to permit such a Transfer, the Transferor, the
Servicer or the Trustee may require additional certifications in order to
prevent the Trust from being treated as a publicly traded partnership. Each
initial purchaser of an interest in a Class C Certificate and Assignee
acknowledges that the Opinion of Counsel to the effect that the Trust will not
be treated as a publicly traded partnership taxable as a corporation
- 51 -
is dependent in part on the accuracy of the certifications described in this
subsection 11(c).
(d) Upon surrender for registration of transfer of a Class C Certificate at
the office of the Transfer Agent and Registrar, accompanied by a letter of
representations and certification from the prospective Class C Certificateholder
substantially in the form attached as Exhibit F and by a written instrument of
transfer in the form approved by the Transferor and the Trustee (it being
understood that, until notice to the contrary is given to Class C
Certificateholders, the Transferor and the Trustee shall each be deemed to have
approved the form of instrument of transfer, if any, printed on any definitive
Class C Certificate), executed by the registered owner, in person or by such
Class C Certificateholder's attorney thereunto duly authorized in writing, such
Class C Certificate shall be transferred upon the register, and the Transferor
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee one or more new registered Class C Certificates of any
authorized denominations and of a like aggregate principal amount and tenor.
Transfers and exchanges of Class C Certificates shall be subject to such
restrictions as shall be set forth in this Series 1998-2 Supplement and the text
of the Class C Certificates and such reasonable regulations as may be prescribed
by the Transferor. Successive registrations and registrations of transfers as
aforesaid may be made from time to time as desired, and each such registration
shall be noted on the register.
(e) No Class C Certificate or any interest therein may be Transferred
(including in the initial offering) to (a) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including
individual retirement accounts and Xxxxx plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of Department of
Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. (S) 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account; provided,
however, that a Class C Certificate or an interest therein may be Transferred to
an insurance company acting on behalf of its general account if (i) on the date
such insurance company acquires the Class C Certificates, less than 25% of the
assets of such general account (as reasonably determined by such insurance
company) constitute "plan assets" for purposes of Title I of ERISA and Section
4975 of the Code, and (ii) such insurance company agrees that if, after the
initial acquisition of the Class C Certificates, at any time during any calendar
quarter 25% or more of the assets of such general account (as reasonably
determined by such insurance company no less frequently than each calendar
quarter) constitute "plan assets" for purposes of Title I of ERISA or Section
4975 of the Code and no exemption or exception from the prohibited transaction
rules applies to the continued holding of the Class C Certificates under Section
401(c) of ERISA and the final regulations thereunder or under an exemption or
regulation issued by the DOL under ERISA, then such insurance company will
dispose of all of the Class C Certificates then held in its general account by
the end of the next following calendar quarter; and provided, further, that the
Assignee shall have
- 52 -
executed and delivered the certification referred to in subsection 11(d) above
and each of the Transferor and the Servicer shall have granted its prior written
consent thereto.
(f) Notwithstanding any other provision of the Agreement, the Trustee and
any Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Class C Certificateholders of interest, original
issue discount, or other amounts that the Trustee, any Paying Agent, the
Servicer or the Transferor reasonably believes are applicable under the Code.
The consent of the Class C Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any amount
from payments made to any Class C Certificateholder pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to such
Class C Certificateholder the amount withheld and all such amounts shall be
deemed to have been paid to such Class C Certificateholders and the Class C
Certificateholders shall have no claim therefor.
(g) As described in Section 3.7 of the Agreement, it is the intention of
the parties hereto that the Class C Certificates be treated for tax purposes as
indebtedness. In the event that the Class C Certificates are not so treated, it
is the intention of the parties that the Class C Certificates to treated as an
interest in a partnership that owns the Receivables. In the event that the Class
C Certificates are treated as an interest in a partnership, it is the intention
of the parties that interest payable on the Class C Certificates be treated as
guaranteed payment and, if for any reason it is not so treated, that the holders
of the Class C Certificates be specially allocated gross interest income equal
to the interest accrued during each Interest Accrual Period on the Class C
Certificates.
SECTION 12. Ratification of Agreement.
(a) As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
(b) For so long as any of the Class C Certificates are outstanding, each of
the Transferor, the Servicer and the Trustee agree to cooperate with each other
to provide to any Class C Certificateholders and to any prospective purchaser of
Class C Certificates designated by such a Class C Certificateholder upon the
request of such Class C Certificateholder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.
SECTION 13. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
- 53 -
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 14. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 15. Instructions in Writing. All instructions or other
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.
- 54 -
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-2 Supplement to be duly executed by their respective
officers as of the day and year first above written.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:________________________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Treasurer
GREEN TREE FINANCIAL
CORPORATION, Servicer
By:________________________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Treasurer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Trustee
By:________________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
- 55 -
Exhibit A
FORM OF CLASS A INVESTOR CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No. R-1 $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1998-2, CLASS A
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree
A-1
Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that CEDE & Co. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1998-2 Supplement, dated as of August 1, 1998 (the "Series 1998-2 Supplement"),
among the Transferor, Green Tree as Servicer and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1998-2 Supplement, is herein
referred to as the "Agreement"). The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class A" (the "Class A Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class A Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class B (the "Class B Certificates" and
collectively with the Class A Certificates the "Offered Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class C (the "Class C Certificates") with the
intention that the Offered Certificates will qualify under applicable tax law as
indebtedness, and both the Transferor and each holder of a Class A Certificate
(a "Class A Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of federal, state and local income or franchise taxes and any other
tax imposed on or measured by income, as indebtedness.
A-2
Subject to the terms of the Agreement, no principal will be payable to the
Class A Certificateholders until the Class A Scheduled Payment Date in the
Controlled Accumulation Period. No principal will be payable to the Class B
Certificateholders, Class C Certificateholders or Class D Certificateholders
until all principal payments have been made to the Class A Certificateholders.
Each Class A Certificate represents the right to receive the lesser of
(i) interest at the rate of .__% per annum above LIBOR determined on September
10, 1998 for the period from September 14, 1998 up to but excluding October 13,
1998, and at a rate equal to .__% per annum above LIBOR determined on the
related LIBOR Determination Date for each Interest Accrual Period thereafter or
(ii) the applicable Net Receivables Rate, (such rate, as in effect from time to
time, the "Class A Certificate Rate"). Interest on the Class A Certificates
will accrue from the Series 0000-0 Xxxxxxxx Date and will be distributed on
October 13, 1998, and on the 13th day of each month thereafter, or if such day
is not a Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), in an amount equal to the product of (a) the actual number
of days in the related Interest Accrual Period divided by 360, (b) the Class A
Certificate Rate and (c) the outstanding principal balance of the Class A
Certificates at the close of Business on the first day of such Interest Accrual
Period (or in the case of the first Distribution Date, the Class A Initial
Invested Amount).
On the earlier of (i) the __________ Distribution Date or (ii) the first
Distribution Date following the occurrence of a Pay Out Event, interest and
principal will be distributed to the Class A Certificateholders monthly on each
Distribution Date prior to the Series 1998-2 Termination Date. Interest for any
Distribution Date will include accrued interest at the Class A Certificate Rate
from and including the preceding Distribution Date or, in the case of the first
Distribution Date, from and including the Series 0000-0 Xxxxxxxx Date, to but
excluding such Distribution Date. Interest for any Distribution Date due but
not paid on any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted by applicable law,
additional interest on such amount at the Class A Certificate Rate.
"Class A Invested Amount" means an amount equal to (a) the initial
principal balance of the Class A Certificates less the Class A Percentage of the
initial deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account pursuant to Section 4.18 in connection
with (i) during the Funding Period, the addition of Receivables to the Trust or
payment of principal to the Series 1995-1 Certificates or (ii) at the end of the
Funding Period, for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments (except principal payments made from the
Pre-Funding Account) made to Class A Certificateholders prior to such date,
minus (c) the aggregate amount of Class A Investor Charge-Offs for all prior
Determination Dates, and plus (d) the aggregate amount allocated and available
on all prior Business Days pursuant to subsection 4.9(a)(vi) (including amounts
applied pursuant to such subsection but funded pursuant to Section 4.10(a) and
(b) and Section 4.14(a), (b) and
A-3
(c)) for the purpose of reimbursing amounts deducted pursuant to the foregoing
clause (c).
Subject to the Agreement, payments of principal are limited to the unpaid
Class A Invested Amount of the Class A Certificates, which may be less than the
unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than the Distribution Date in __________ (the "Series 1998-2
Termination Date"). After the Series 1998-2 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates. In the event that the Class A Invested
Amount is greater than zero on the Series 1998-2 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:___________________________
Name:
Title:
Dated: ________, 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:___________________________
Name:
Title:
A-5
Exhibit B
FORM OF CLASS B INVESTOR CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
X-0
Xx. X-0 $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1998-2, CLASS B
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1998-2 Supplement, dated as of August 1, 1998 (the "Series 1998-2 Supplement"),
among the Transferor, Green Tree, as Servicer, and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1998-2 Supplement, is herein
referred to as the "Agreement." The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class B" (the "Class B Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class B Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class A (the "Class A Certificates" and
collectively with the Class B Certificates the "Offered Certificates") and the
Green Tree Floorplan
B-2
Receivables Master Trust Floating Rate Floorplan Receivable Trust Certificates,
Series 1998-2, Class C (the "Class C Certificates") with the intention that the
Offered Certificates will qualify under applicable tax law as indebtedness, and
both the Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class B Certificates for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income, as indebtedness.
Subject to the terms of the Agreement, no principal will be payable to the
Class B Certificateholders until the Class B Principal Commencement Date, which
is the Distribution Date on which, or following the Distribution Date on which,
the Class A Invested Amount has been paid in full. No principal will be payable
to the Class B Certificateholders until all principal payments have been made to
the Class A Certificateholders. No principal payments will be made to the Class
C Certificateholder until the Distribution Date either on or following the
Distribution Date on which the Class B Invested Amount has been paid in full.
Each Class B Certificate represents the right to receive the lesser of (i)
interest at the rate of .__% per annum above LIBOR determined on September 10,
1998 for the period from September 14, 1998 up to be excluding October 13, 1998,
and at a rate equal to .__% per annum above LIBOR determined on the related
LIBOR Determination Date for each Interest Accrual Period thereafter or (ii) the
applicable Net Receivables Rate (such rate, as in effect from time to time, the
"Class B Certificate Rate"). Interest on the Class B Certificates will accrue
from the Series 0000-0 Xxxxxxxx Date and will be distributed on October 13,
1998, and on the 13th day of each month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class B Certificate Rate
and (c) the outstanding principal balance of the Class B Certificates at the
close of business on the first day of such Interest Accrual Period.
Interest for any Distribution Date will include accrued interest at the
Class B Certificate Rate from and including the preceding Distribution Date or,
in the case of the first Distribution Date from and including the Series 0000-0
Xxxxxxxx Date, to but excluding such Distribution Date. Interest for any
Distribution Date due but not paid on any Distribution Date will be due on the
next succeeding Distribution Date together with, to the extent permitted by
applicable law, additional interest on such amount at the Class B Certificate
Rate.
"Class B Invested Amount" for any date means an amount equal to
(a) the initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account pursuant to Section
4.18 in connection with (i) during the Funding Period, the addition of
Receivables to the Trust or
B-3
payment of principal to the Series 1995-1 Certificates or (ii) at the end of the
Funding Period, for deposit into the Excess Funding Account minus (b) the
aggregate amount of principal payments (except principal payments made from the
Pre-Funding Account) made to Class B Certificateholders prior to such date,
minus (c) the aggregate amount of the Class B Investor Charge-Offs for all prior
Determination Dates equal to the amount by which the Class B Invested Amount has
been reduced to fund the Investor Default Amounts on all prior Determination
Dates pursuant to Section 4.13(c), minus (d) the aggregate amount of Reallocated
Class B Principal Collections for which neither the Class D Invested Amount nor
the Class C Invested Amount has been reduced for all prior Distribution Dates,
and plus (e) the aggregate amount allocated and available on all prior Business
Days pursuant to subsection 4.9(a)(viii) (including amounts applied pursuant to
such subsection but funded pursuant to Section 4.10(a) and (b) and Section
4.14(a) and (b)) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to the unpaid
Class B Invested Amount of the Class B Certificates, which may be less than the
unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than the Distribution Date in __________ (the "Series 1998-2
Termination Date"). After the Series 1998-2 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class B Certificates. In the event that the Class B Invested
Amount is greater than zero on the Series 1998-2 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
B-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:_________________________
Name:
Title:
Dated: __________, 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:_______________________
Name:
Title:
B-5
Exhibit C
FORM OF CLASS C INVESTOR CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7740(B)(1) OF
THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR
ANY INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR
SELL QUOTATIONS.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A CLASS C CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE
C-1
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT LIMITATION, AN
INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE COMPANY ACTING ON
BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THE
CERTIFICATES, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
REASONABLY DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS FOR
PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, AND (II) IF,
AFTER THE INITIAL ACQUISITION OF THE CERTIFICATES, AT ANY TIME DURING ANY
CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO LESS FREQUENTLY THAN
EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR PURPOSES OF TITLE I OF
ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE
CERTIFICATES UNDER SECTION 401(C) OF ERISA AND THE FINAL REGULATIONS
THEREUNDER OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE UNITED STATES
DEPARTMENT OF LABOR UNDER ERISA, THEN SUCH INSURANCE COMPANY AGREES TO
DISPOSE OF ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE
END OF THE NEXT FOLLOWING CALENDAR QUARTER.
No. _________ $________
GREEN TREE FLOATING RATE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1998-2, CLASS C
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them, except to the extent set forth in the Agreement.
C-2
This certifies that _______________________________ (the
"Certificateholder") is the registered owner of a fractional undivided interest
in the Green Tree Floorplan Receivables Master Trust (the "Trust") issued
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 1995
(the "Pooling and Servicing Agreement"; such term to include any amendment
thereto) among Green Tree Floorplan Funding Corp., as Transferor (the
"Transferor"), Green Tree, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"), and the Series 1998-2 Supplement, dated
as of August 1, 1998 (the "Series 1998-2 Supplement"), among the Transferor,
Green Tree, as Servicer, and the Trustee. The Pooling and Servicing Agreement,
as supplemented by the Series 1998-2 Supplement, is herein referred to as the
"Agreement." The corpus of the Trust consists of all of the Transferor's right,
title and interest in, to and under the Trust Property (as defined in the
Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1998-2, Class C" (the "Class C Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class C Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class A (the "Class A Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class B (the "Class B Certificates") with the
intention that the Class A, Class B and Class C Certificates will qualify under
applicable tax law as indebtedness, and both the Transferor and each holder of a
Class C Certificate (a "Class C Certificateholder") or any interest therein by
acceptance of its Certificate or any interest therein, agrees to treat the Class
A, Class B and Class C Certificates for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Subject to the terms of the Agreement, no principal will be payable to the
Class C Certificateholders until the Class C Principal Commencement Date, which
is the Distribution Date following the Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount have been paid in full. No
principal payments will be payable to the Class C Certificateholders until the
Distribution Date either on or following the Distribution Date on which the
Class B Invested Amount has been paid in full.
C-3
Each Class C Certificate represents the right to receive the lesser of
(i) interest at the rate of .__% per annum above LIBOR determined on September
10, 1998 for the period from September 14, 1998 up to but excluding October 13,
1998, and at a rate equal to .__% per annum above LIBOR determined on the
related LIBOR Determination Date for each Interest Accrual Period thereafter or
(ii) the applicable Net Receivables Rate (such rate, as in effect from time to
time, the "Class C Certificate Rate"). Interest on the Class C Certificates
will accrue from the Series 0000-0 Xxxxxxxx Date and will be distributed on
October 13, 1998, and on the 13th day of each month thereafter, or if such day
is not a Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), in an amount equal to the product of (a) the actual number
of days in the related Interest Accrual Period divided by 360, (b) the Class C
Certificate Rate and (c) the outstanding principal balance of the Class C
Certificates at the close of business on the first day of such Interest Accrual
Period.
"Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class C
Percentage of any withdrawals from the Pre-Funding Account pursuant to Section
4.18 in connection with (i) during the Funding Period, the addition of
Receivables to the Trust or payment of principal to the Series 1995-1
Certificates or (ii) at the end of the Funding Period, for deposit into the
Excess Funding Account, minus (b) the aggregate amount of principal payments
(except principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of the
Class C Investor Charge-Offs for all prior Distribution Dates equal to the
amount by which the Class C Invested Amount has been reduced to fund the
Investor Default Amounts on all prior Distribution Dates pursuant to Section
4.13(b), minus (d) the aggregate amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections for which the Class D
Invested Amount has not been reduced for all prior Distribution Dates (provided
that the Class C Invested Amount may not be reduced below zero), and plus
(e) the aggregate amount allocated and available on all prior Business Days
pursuant to subsection 4.9(a)(ix) (including amounts applied pursuant to such
subsection but funded pursuant to Section 4.10(a) and (b) and Section 4.14(a))
for the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to the unpaid
Class C Invested Amount of the Class C Certificates, which may be less than the
unpaid balance of the Class C Certificates pursuant to the terms of the
Agreement. All principal on the Class C Certificates is due and payable no
later than the Distribution Date in __________ (or if such day is not a Business
Day, the next succeeding Business Day) (the "Series 1998-2 Termination Date").
After the Series 1998-2 Termination Date neither the Trust nor the Transferor
will have any further obligation to distribute principal on the Class C
Certificates. In the event that the Class C Invested Amount is greater than
zero on the Series 1998-2 Termination
C-4
Date, the Trustee will sell or cause to be sold, to the extent necessary, an
amount of interests in the Receivables or certain of the Receivables up to 110%
of the Class A Invested Amount, the Class B Invested Amount, the Class C
Invested Amount and the Class D Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata in final payment of the Class A Certificates, then
to the Class B Certificateholders pro rata in final payment of the Class B
Certificates, then to the Class C Certificateholders pro rata in final payment
of the Class C Certificates and finally to the Class D Certificateholders pro
rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
C-5
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:________________________
Name:
Title:
Dated: __________, 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:__________________________
Name:
Title:
C-6
Exhibit D
FORM OF CLASS D INVESTOR CERTIFICATE
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. GREEN TREE FLOORPLAN FUNDING CORP. SHALL BE PROHIBITED FROM
TRANSFERRING ANY INTEREST IN OR PORTION OF THIS CERTIFICATE UNLESS, PRIOR
TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT
THE FEDERAL OR MINNESOTA INCOME TAX CHARACTERIZATION OF ANY OUTSTANDING
SERIES OF INVESTOR CERTIFICATES OR THE TAXABILITY (OR TAX CHARACTERIZATION)
OF THE TRUST UNDER FEDERAL OR MINNESOTA INCOME TAX LAWS. IN NO EVENT SHALL
THE TRANSFEROR BE PERMITTED TO TRANSFER ANY INTEREST IN OR PORTION OF THIS
CERTIFICATE IF, AFTER GIVING EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO
ACCOUNT THE CERTIFICATES WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY
INVESTED AMOUNT AND BY VALUE) OF THE OUTSTANDING CERTIFICATES ISSUED BY THE
TRUST WITH RESPECT TO WHICH NO OPINION OF COUNSEL WAS ISSUED THAT THE
APPLICABLE CLASS WOULD BE TREATED AS DEBT FOR FEDERAL INCOME TAX PURPOSES
(INCLUDING THE EXCHANGEABLE TRANSFEROR CERTIFICATE AND EACH TRANSFEROR
RETAINED CLASS) WOULD NOT BE BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN
FUNDING CORP.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER IS NOT (I) AN
D-1
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
No. _____ $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1998-2, CLASS D
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that Green Tree Floorplan Funding Corp. (the
"Certificateholder") is the registered owner of a fractional undivided interest
in the Green Tree Floorplan Receivables Master Trust (the "Trust") created
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 1995
(the "Pooling and Servicing Agreement"; such term to include any amendment
thereto) among Green Tree Floorplan Funding Corp., as Transferor (the
"Transferor"), Green Tree, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"), and the Series 1998-2 Supplement, dated
as of August 1, 1998 (the "Series 1998-2 Supplement"), among the Transferor,
Green Tree, as Servicer, and the Trustee. The Pooling and Servicing Agreement,
as supplemented by the Series 1998-2 Supplement, is herein referred to as the
"Agreement."
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floorplan Receivable Trust Certificates,
Series 1998-2, Class D" (the "Class D Certificates"), each of which represents a
fractional undivided interest in the Trust, and is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the
D-2
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound.
Green Tree Floorplan Funding Corp. shall be prohibited from Transferring
any interest in or portion of the Class D Certificate unless, prior to such
Transfer, it shall have delivered to the Trustee an Opinion of Counsel to the
effect that such proposed Transfer will not adversely affect the Federal,
Minnesota or Delaware income tax characterization of any outstanding Series of
Investor Certificate or the taxability (or tax characterization) of the Trust
under Federal, Minnesota or Delaware income tax laws. In no event shall Green
Tree Floorplan Funding Corp. be permitted to Transfer any interest in or portion
of the Class D Certificate if, after giving effect to such proposed Transfer,
taking into account the certificates whose Transfer is proposed, more than 20%
(by Invested Amount and by value) of the outstanding certificates issued by the
Trust with respect to which no Opinion of Counsel was issued that the applicable
class would be treated as debt for federal income tax purposes (including the
Exchangeable Transferor Certificate and each Transferor Retained Class) would
not be beneficially owned by the Transferor.
Subject to the terms of the Agreement, no principal will be payable to the
Class D Certificateholders until the Class D Principal Commencement Date, which
is the Distribution Date following the Distribution Date on which the Class C
Invested Amount had been paid in full. No principal will be payable to the
Class D Certificateholders until all principal payments have first been made to
the Class A Certificateholders and then on and after the Class B Principal
Payment Commencement Date, after all principal payments have been made to the
Class B Certificateholders and then on and after the Class C Principal
Commencement Date, after all payments have been made to the Class C
Certificateholders.
Each Class D Certificate represents the right to receive the lesser of
(i) interest at the rate of .__% per annum above LIBOR determined on September
10, 1998 for the period from September 14, 1998 up to be excluding October 13,
1998, and at a rate equal to .__% per annum above LIBOR determined on the
related LIBOR Determination Date for each Interest Accrual Period thereafter or
(ii) the applicable Net Receivables Rate (such rate, as in effect from time to
time, the "Class D Certificate Rate"). Interest on the Class D Certificates
will accrue from the Series 0000-0 Xxxxxxxx Date and will be distributed on
October 13, 1998, and on the 13th day of each month thereafter, or if such day
is not a Business Day, on the next succeeding Business Day (each, a
"Distribution Date"), in an amount equal to the product of (a) the actual number
of days in the related Interest Accrual Period divided by 360, (b) the Class D
Certificate Rate and (c) with respect to the Funding Period, the outstanding
principal balance of the Class D Certificates at the close of business on the
first day of such Interest Accrual Period.
"Class D Invested Amount" means an amount equal to (a) the initial
principal balance of the Class D Certificates plus (b) the Class D Incremental
Invested Amount for the related Monthly Period, plus (c) any Additional Class D
Invested
D-3
Amount, minus (d) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus (e) the aggregate amount of Class D
Investor Charge-Offs for all prior Determination Dates as described in the
Agreement, minus (f) the aggregate amount of Reallocated Class D Principal
Collections for all prior Distribution Dates, plus (g) the aggregate amount of
Interest Collections and Excess Interest Collections applied on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (e) and (f).
Subject to the Agreement, payments of principal are limited to the unpaid
Class D Invested Amount of the Class D Certificates, which may be less than the
unpaid balance of the Class D Certificates pursuant to the terms of the
Agreement.
All principal of and interest on the Class D Certificates is due and
payable no later than the Distribution Date in __________ (the "Series 1998-2
Termination Date"). After the Series 1998-2 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class D Certificates. In the event that the Class D Invested
Amount is greater than zero on the Series 1998-2 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
D-4
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By: _________________________
Name:
Title:
Dated: __________, 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By: __________________________
Name:
Title:
D-5
Exhibit E
FORM OF MONTHLY REPORT
----------------------
(The numbers included in the following form are
for informational purposes only)
GREEN TREE FLOORPLAN FUNDING CORP.
_________________________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
_________________________
(See Attached)
E-1
Exhibit F
Form of Representation Letter and Certification
__________, 1998
Green Tree Floorplan Funding Corp.
500 Landmark Towers
000 Xx. Xxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Chief Financial Officer
Norwest Bank Minnesota, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Department
Ladies and Gentlemen:
This is to notify you as to the transfer of $________ of Floorplan
Receivable Trust Certificates, Series 1998-2, Class C (the "Class C
Certificates") of Green Tree Floorplan Receivables Master Trust (the "Company").
The undersigned is the holder of the Class C Certificates and with this
notice hereby deposits with the Trustee $________ principal amount of Class C
Certificates and requests that Class C Certificates in the same principal amount
be issued and executed by the Company and authenticated by the Trustee and
registered to the purchaser on __________, 1998, as specified in the Pooling and
Servicing Agreement, as supplemented by the Series 1998-2 Supplement thereto, as
follows:
Name: Denominations:
Address:
Taxpayer I.D. No.:
In connection with the proposed purchase, the undersigned hereby confirms
that:
1. The undersigned (i) reasonably believes the purchaser is a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act of 1933
(the "Act"), (ii) such purchaser has acquired the Class C Certificates in a
transaction effected in accordance with the exemption from the registration
requirements of the Act provided by Rule 144A and, (iii) if the purchaser has
purchased the Certificates for one or more accounts for which it is acting as
fiduciary or agent, (A) each such account is a qualified institutional buyer and
(B) each such account is acquiring the
F-1
Class C Certificates for its own account or for one or more institutional
accounts for which it is acting as fiduciary or agent in a minimum amount
equivalent to not less than U.S. $250,000 for each such account.
2. The undersigned has neither acquired nor will the undersigned reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") any Class C
Certificate the undersigned acquires (or any interest therein) or cause any
Class C Certificate (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of the
Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an over-the-counter-market
or an interdealer quotation system that regularly disseminates firm buy or sell
quotations.
3. The undersigned is not and will not become, for so long as the
undersigned owns any interest in the Class C Certificates, a partnership,
Subchapter S corporation or grantor trust for United States federal income tax
purposes. [IF THIS REPRESENTATION CANNOT BE MADE, THE TRANSFEROR, THE SERVICER
OR THE TRUSTEE MAY REQUIRE ADDITIONAL REPRESENTATIONS.]
4. The undersigned is a person who is either (A)(i) a citizen or resident
of the United States, (ii) a corporation or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Class C Certificates
is effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) and our ownership of
any interest in the Class C Certificate will not result in any withholding
obligation with respect to any payments with respect to the Class C Certificates
by any person or (B) an estate or trust the income of which is includible in
gross income for United States federal income tax purposes. The undersigned
agrees that (a) if the undersigned is a person described in clause (A)(i) or
(A)(ii) above, the undersigned will furnish to the person from whom the
undersigned is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or
any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if the undersigned a person described in clause
(A)(iii) above, the undersigned will furnish to the person from whom the
undersigned is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Transferor,
the Servicer or the Trustee). The undersigned recognizes that if the
undersigned is a tax-exempt entity, payments with respect to the Class C
Certificates may constitute unrelated business income.
5. The undersigned understands that no subsequent Transfer of a Class C
Certificate is permitted unless (i) such Transfer is of a Class C Certificate
with a
F-2
denomination of at least $1,000,000 and (ii) the Transferor and the Servicer
each consents in writing to the proposed Transfer, which consent shall be
granted (assuming that all other conditions to such Transfer are satisfied)
unless either the Transferor or the Servicer determines in its sole and absolute
discretion that such Transfer would created a risk that the Trust would be
classified for federal or any applicable state tax purposes as an association or
publicly traded partnership taxable as a corporation; provided, that any
attempted Transfer that would cause the number of Targeted Holders (as defined
in the Series 1998-2 Supplement) to exceed ninety nine shall be void; and
provided, further, that there shall not at any time be more than 5 holders of
Class C Certificates of Series 1998-2 or such other number as may be consented
to by the Transferor, which consent may be withheld in its sole and absolute
discretion.
6. The undersigned understands that the opinion of tax counsel that the
Trust is not a publicly traded partnership taxable as a corporation is dependent
in part on the accuracy of the representations in paragraphs 2, 3, 4 and 5 above
and that, if such representations are not accurate, in addition to being subject
to having the purchase rescinded, the undersigned will be liable for damages.
7. The undersigned is either (a) not (i) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (ii) a plan described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Xxxxx plans, or (iii) any other entity whose
underlying assets include "plan assets" (as defined in the United States
Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. (S) 2510.3-
101 or otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account, or (b) an
insurance company acting on behalf of a general account and (i) on the date
hereof less than 25% of the assets of such general account (as reasonably
determined by us) constitute "plan assets" for purposes of Title I of ERISA and
Section 4975 of the Code, and (ii) the undersigned agrees that if, after the
undersigned's initial acquisition of the Class C Certificates, at any time
during any calendar quarter 25% or more of the assets of such general account
(as reasonably determined by us no less frequently than each calendar quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued holding of the Class C Certificates under Section 401(c) of
ERISA and the final regulations thereunder or under an exemption or regulation
issued by the DOL under ERISA, we will dispose of all of the Class C
Certificates then held in our general account by the end of the next following
calendar quarter.
8. The undersigned understands that any purported Transfer of any Class C
Certificate in contravention of the restrictions and conditions set forth in
paragraphs 1 through 7 above (including any violation of the representation in
paragraph 3 by an investor who continues to hold a Class C Certificate occurring
any time after the Transfer in which it acquired such Class C Certificate) shall
be null
F-3
and void, and the purported transferee shall not be recognized by the Trust or
any other person as a Class C Certificateholder for any purpose.
9. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Class C Certificates has been duly authorized by such
beneficial purchaser of the Class C Certificates to do so.
10. The Class C Certificates purchased by the undersigned should be
registered in the name and issued in the denominations set forth on Schedule 1
hereto. All payments on the Class C Certificates held by the undersigned should
be wired in accordance with the instructions set forth on Schedule 1 hereto
unless the undersigned otherwise notifies the Transferor, the Servicer and the
Trustee in writing.
You are entitled to rely upon this letter, and the undersigned understands
that, in granting their respective consents to the purchase of Class C
Certificates, the Transferor and the Servicer will rely on the undersigned's
representations and warranties in this letter and on the undersigned's
certifications in the documents (including, without limitation, the Form W-9 or
Form 4224, as applicable) delivered by the undersigned to the Transferor, the
Servicer or the Trustee in conjunction with the purchase of Class C Certificates
by the undersigned. You are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.
Very truly yours,
NAME OF HOLDER OF CERTIFICATE
By: __________________________
Name, Chief Financial
or other Executive Officer
F-4
Schedule 1
----------
Registration and Payment Instructions
-------------------------------------
Registration Instructions:
-------------------------
Full Legal Name of Purchaser:___________________________________________________
Name in Which Certificates Should be Registered:________________________________
Number and Denomination of Certificates:________________________________________
__________________________________________________________________
Payment Instructions:
--------------------
Name of Bank: ___________________________________
Address of Bank: ___________________________________
Account Name: ___________________________________
Account Number: ___________________________________
ABA Number: ___________________________________
Reference: ___________________________________
Notice Information:
------------------
Address: ___________________________________
___________________________________
Attention: ___________________________________
Telephone: ___________________________________
Telefax: ___________________________________
[PLEASE ATTACH AN ORIGINAL EXECUTED U.S. INTERNAL REVENUE SERVICE FORM W-9
AND/OR FORM 4224, IF APPLICABLE]
F-5
