<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 20, 1996
GREEN TREE FLOORPLAN RECEIVABLE MASTER TRUST
BY GREEN TREE FLOORPLAN FUNDING CORP., AS TRANSFEROR
(Exact name of registrant as specified in its charter)
Delaware 0-22051 41-1823871
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
500 Landmark Towers
345 St. Peter Street
Saint Paul, Minnesota 55102-1639
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 293-3400
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.2 Series 1996-2 Supplement to the Pooling and Servicing Agreement
dated December 1, 1996.
-2-
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereto duly authorized.
Date: January 31, 1997 GREENTREE FLOORPLAN RECEIVABLES MASTER TRUST
By GREEN TREE FLOORPLAN FUNDING CORP., as
Transferor
By /s/ Phyllis A. Knight
--------------------------------------
Phyllis A. Knight
Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
- ------- ---------------------- -----------
<S> <C> <C>
4.2 Series 1996-2 Supplement to the Pooling and 5
Servicing Agreement dated December 1, 1996.
</TABLE>
-4-
<PAGE>
Exhibit 4.2
- --------------------------------------------------------------------------------
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
on behalf of the Series 1996-2 Certificateholders
_______________
SERIES 1996-2 SUPPLEMENT
Dated as of December 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1995
_______________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
$478,800,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1996-2, Class A
$21,500,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1996-2, Class B
$8,100,000 Floorplan Receivable Trust
Certificates, Series 1996-2, Class C
$29,600,000 Floorplan Receivable Trust
Certificates, Series 1996-2, Class D
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. Designation.................................................................. 1
SECTION 2. Definitions.................................................................. 1
SECTION 3. Optional Repurchase.......................................................... 16
SECTION 4. Delivery and Payment for the Series 1996-2 Certificates...................... 17
SECTION 5. Form of Delivery of Series 1996-2 Certificates............................... 17
SECTION 6. Article IV of Agreement...................................................... 17
<CAPTION>
ARTICLE IV
Rights of Certificateholders and
--------------------------------
Allocation and Application of Collections
-----------------------------------------
<S> <C> <C>
Section 4.4 Rights of Certificateholders...................................... 17
Section 4.5 Collections and Allocation; Payments on
Exchangeable Transferor Certificate............................... 18
Section 4.6 Determination of Monthly Interest for the Series
1996-2 Certificates............................................... 19
Section 4.7 Determination of Principal Amounts................................ 20
Section 4.8 Shared Principal Collections...................................... 22
Section 4.9 Application of Funds on Deposit in the Collection
Account for the Certificates...................................... 22
Section 4.10 Coverage of Required Amount for the Series 1996-2
Certificates...................................................... 29
Section 4.11 Payment of Certificate Interest................................... 30
Section 4.12 Payment of Certificate Principal.................................. 30
Section 4.13 Investor Charge-Off............................................... 31
Section 4.14 Reallocated Principal Collections for the Series
1996-2 Certificates............................................... 32
Section 4.15 Determination of LIBOR............................................ 33
Section 4.16 Determination of Accumulation Period Length....................... 34
Section 4.17 Pre-Funding Account............................................... 34
Section 4.18 Increases in Invested Amount...................................... 36
</TABLE>
-i-
<PAGE>
<TABLE>
<S> <C>
SECTION 7. Article V of the Agreement................................................... 36
ARTICLE V
Distributions and Reports to Investor Certificateholders
--------------------------------------------------------
Section 5.1 Distributions.......................................................... 36
Section 5.2 Certificateholders' Statement.......................................... 38
SECTION 8. Series 1996-2 Pay Out Events........................................... 39
SECTION 9. Series 1996-2 Termination.............................................. 40
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer
of Series 1996-2 Certificates; Tax Treatment........................... 40
SECTION 11. Ratification of Agreement.............................................. 44
SECTION 12. Registration of the Class A Certificates under the Securities
Exchange Act of 1934................................................... 44
SECTION 13. Counterparts........................................................... 44
SECTION 14. Governing Law.......................................................... 44
SECTION 15. Instructions in Writing................................................ 44
</TABLE>
EXHIBITS
- --------
EXHIBIT A Form of Class A Investor Certificate
EXHIBIT B Form of Class B Investor Certificate
EXHIBIT C Form of Class C Investor Certificate
EXHIBIT D Form of Class D Investor Certificate
EXHIBIT E Form of Monthly Certificateholder's Statement
EXHIBIT F Form of 144A Exchange Notice and Certification
-ii-
<PAGE>
SERIES 1996-2 SUPPLEMENT, dated as of December 1, 1996 (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 1996-2 Certificates." The Series 1996-2
Certificates shall be issued in four Classes, which shall be designated
generally as the Floating Rate Floorplan Receivable Trust Certificates, Series
1996-2, Class A (the "Class A Certificates"), the Floating Rate Floorplan
Receivable Trust Certificates, Series 1996-2, Class B (the "Class B
Certificates"), the Floorplan Receivable Trust Certificates, Series 1996-2,
Class C (the "Class C Certificates") and the Floorplan Receivable Trust
Certificates, Series 1996-2, Class D (the "Class D Certificates").
SECTION 2. Definitions. In the event that any term or provision contained
-----------
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern
with respect to the Series 1996-2 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 1996-2 Certificates and no other Series of Certificates
issued by the Trust.
"ABC Fixed/Floating Allocation Percentage" means, for any Business Day, the
----------------------------------------
percentage equivalent of a fraction, the numerator of which is the sum of the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the sum of the aggregate amount of the Pool Balance
and
<PAGE>
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 August
-------------------------------------
1999 Monthly Period if the Accumulation Period Length is four months, the first
day of the September 1999 Monthly Period if the Accumulation Period Length is
three months, the first day of the October 1999 Monthly Period if the
Accumulation Period Length is two months, and the first day of the November 1999
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 July 13, 1999, and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of July 13, 1999 (after giving
effect to all changes therein on such date) and the denominator of which is the
sum of such Invested Amount and the invested amounts as of July 13, 1999 (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 of the November 1999 Monthly Period.
"Accumulation Shortfall" means, for the succeeding Monthly Period, the
----------------------
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
"Additional Class D Invested Amount" means any increase in the Class D
----------------------------------
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
"Additional Interest" means, at any time of determination, the sum of
-------------------
Class A Additional Interest and Class B Additional Interest.
"Base Rate" means the sum of (i) the weighted average of the Class A
---------
Certificate Rate and the Class B Certificate Rate, plus (ii) 2% per annum.
----
-2-
<PAGE>
"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.
"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 .08% 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
------------------------------------
1996-2 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, with respect to any
--------------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
"Class A Floating Allocation Percentage" means, with respect to any
--------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class A Initial Invested Amount" means the aggregate initial principal
-------------------------------
amount of the Class A Certificates, which is $478,800,000.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.6(a).
-3-
<PAGE>
"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
(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 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).
-4-
<PAGE>
"Class A Scheduled Payment Date" means the Distribution Date in
------------------------------
December 1999.
"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 .30% 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
------------------------------------
1996-2 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, with respect to any
--------------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
"Class B Floating Allocation Percentage" means, with respect to any
--------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class B Initial Invested Amount" means the aggregate initial principal
-------------------------------
amount of the Class B Certificates, which is $21,500,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.6(b).
-5-
<PAGE>
"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 (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
Principal Collections allocable to the Series 1996-2 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.
-6-
<PAGE>
"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
------------------------------
January 2000.
"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
------------------------------------
1996-2 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, with respect to any
--------------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
"Class C Floating Allocation Percentage" means, with respect to any
--------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
-7-
<PAGE>
"Class C Initial Invested Amount" means the aggregate initial principal
-------------------------------
amount of the Class C Certificates, which is $8,100,000.
"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 (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).
"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 1996-2 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 1996-2 Series Supplement.
-8-
<PAGE>
"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 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 (ii) the Class C Floating Allocation Percentage of
the Default Amount, to the extent not previously paid, for any Business Day in
the prior Monthly Period over (y) the Series Available Interest Collections plus
any Excess Interest Collections from other Series allocated with respect to the
amounts described in clauses (x)(i) and (ii).
"Class D Certificateholder" means the person in whose name a Class D
-------------------------
Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest" means the portion of the Series
------------------------------------
1996-2 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, with respect to any
--------------------------------------------
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account as of the end of the
preceding Business Day and (b) 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 total amount of Principal
Receivables and the amount on deposit in the Excess Funding Account at the end
of the preceding Business Day and (b) 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 $29,600,000.
-9-
<PAGE>
"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 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 1996-2 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 1996-2 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 July 1999 (after
giving effect to any changes therein on such date) by the Accumulation Period
Length.
"Controlled Accumulation Period" means, with respect to the Series 1996-2
------------------------------
Certificates, unless a Pay Out Event shall have occurred with respect to such
Series
-10-
<PAGE>
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) payment in full to the Investor Certificateholders of
the Invested Amount, and (iii) the Series 1996-2
Termination Date.
"Controlled Deposit Amount" means, for any Monthly Period, the sum of the
-------------------------
(i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.
"Cut-off Date" means December 1, 1995.
------------
"Distribution Date" means the 13th day of each month, or if such day is not
-----------------
a Business Day, the next succeeding Business Day, beginning January 13, 1997.
"Early Amortization Period" means the period beginning on the date that a
-------------------------
Pay Out Event occurs and ending on the earlier of (i) the date on which the
Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount and the Class D Invested Amount have been paid in full and (ii) the
Series 1996-2 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)(xii)
allocated to the Series 1996-2 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 1996-2
Certificates.
"Fixed/Floating Allocation Percentage" means, with respect to any Business
------------------------------------
Day, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount, 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.
-11-
<PAGE>
"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 $538,000,000.
--------------------
"Funding Period" shall mean the period from and including the Series 1996-2
--------------
Issuance 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 July 1997 Monthly
Period.
"Initial Invested Amount" means the aggregate initial principal amount of
-----------------------
the Investor Certificates of Series 1996-2 less the Initial Pre-Funded Amount,
or $464,145,288.
"Initial Pre-Funded Amount" shall mean $73,854,712.
-------------------------
"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 1996-2 Issuance 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 1996-2.
"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.
-12-
<PAGE>
"Investor Percentage" means for any Business Day, (a) with respect to
-------------------
Interest Receivables and Defaulted Receivables at any time or Principal
Receivables during the Revolving Period, the Floating Allocation Percentage and
(b) with respect to Principal Receivables during the Controlled Accumulation
Period 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 December 16, 1996 for the period from December 18, 1996 through January 12,
1997. 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 1996-2
-----------------------------
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 1996-2 Certificates
shall begin on and include December 1, 1996.
"Monthly Servicing Fee" means the portion of the servicing fee allocable to
---------------------
the Series 1996-2 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
-13-
<PAGE>
of the first Distribution Date, the initial principal amount of the Series 1996-
2 Certificates.
"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 1996-2 Certificates, Norwest Bank
------------
Minnesota, National Association and Banque de Luxembourg.
"Period Length Determination Date" means the Determination Date immediately
--------------------------------
preceding the July 1999 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-Funding Account" means the account established and maintained pursuant
-------------------
to subsection 4.17(a).
"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
-----
the Pre-Funding Account and deposited in the Excess Funding Account pursuant to
Section 4.17(b).
-14-
<PAGE>
"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, 15% 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 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.
"Rating Agency" means each of Standard & Poor's Rating Services, a Division
-------------
of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and Moody's Investors
Service, Inc. ("Moody's").
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(c).
"Reallocated Class C Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b).
"Reallocated Class D Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(a).
-15-
<PAGE>
"Reallocated Principal Collections" means the sum of Reallocated Class B
---------------------------------
Principal Collections, Reallocated Class C Principal Collections and Reallocated
Class D Principal Collections.
"Required Amount" shall have the meaning specified in Section 4.10.
---------------
"Revolving Period" with respect to Series 1996-2 means the period from and
----------------
including the Series 1996-2 Issuance Date to, but not including, the earlier of
(a) the commencement of the Controlled Accumulation Period and (b) the
commencement of the Early Amortization Period.
"Series 1996-2" means the Series of the Green Tree Floorplan Receivables
-------------
Master Trust represented by the Series 1996-2 Certificates.
"Series 1996-2 Certificateholder" means the holder of record of any
-------------------------------
Series 1996-2 Certificate.
"Series 1996-2 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.4.
"Series 1996-2 Issuance Date" means December 18, 1996.
---------------------------
"Series 1996-2 Pay Out Event" shall have the meaning specified in Section 8
---------------------------
of this Series Supplement.
"Series 1996-2 Termination Date" means the earlier of (i) the date in which
------------------------------
the final distribution of principal and interest on the Series 1996-2
Certificates is made and (ii) the December 2001 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 1996-2 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
-16-
<PAGE>
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 1996-2 Certificates.
"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 1996-2 Termination Date.
"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 1996-2,
--------------------------------
including the Class C and 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 1996-2 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 and Class B Certificates through the day prior to
the Distribution Date on which the final distribution occurs.
SECTION 4. Delivery and Payment for the Series 1996-2 Certificates. The
-------------------------------------------------------
Transferor shall execute and deliver the Series 1996-2 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 1996-2 Certificates to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of the Agreement.
SECTION 5. Form of Delivery of Series 1996-2 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.
-17-
<PAGE>
SECTION 6. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 of the
-----------------------
Agreement shall read in their entirety as provided in the Agreement. Article IV
of the Agreement (except for Sections 4.1, 4.2 and 4.3 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 1996-2
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
--------------------------------
ALLOCATION AND APPLICATION OF COLLECTIONS
-----------------------------------------
Section 4.4 Rights of Certificateholders. The Series 1996-2 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 1996-2 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 1996-2 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 1996-2 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 1996-2
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 1996-2 Certificates, and the
Servicer shall
-18-
<PAGE>
allocate and pay Collections in accordance with the Daily Report with respect to
such Business Day to the Holder of the Exchangeable Transferor Certificate as
follows:
(i) For each Business Day with respect to the Revolving Period, in
addition to amounts allocated and paid to the Holder of the Exchangeable
Transferor Certificate or pursuant to subsection 4.3(b) of the Agreement,
an amount equal (x) to the product of the Class D Floating Allocation
Percentage and the amount of Principal Collections on such Business Day,
minus (y) the Reallocated Class D Principal Collections;
-----
(ii) For each Business Day with respect to the Controlled
Accumulation Period or Early Amortization Period, prior to the Business Day
on which an amount equal to the Class C Invested Amount has been deposited
in the 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 1996-2
-------------------------------------------------------
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
-19-
<PAGE>
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 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 and
(ii) such Class A Interest Shortfall remaining unpaid calculated on the basis of
a fraction, the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest (the "Class B Monthly Interest")
allocable to the Class B Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class B Certificate
Rate, (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 and
(ii) such Class B Interest Shortfall remaining unpaid calculated on the basis of
a fraction, the numerator of which is the actual number of
-20-
<PAGE>
days in the related Interest Accrual Period and the denominator of which is 360.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
Section 4.7 Determination of Principal Amounts.
----------------------------------
(a) The amount of principal (the "Class A Principal") 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 1996-2
-------- -------
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 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
-21-
<PAGE>
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 1996-2
-------- -------
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, that with respect to any Distribution
--------
Date, Class C Principal may not exceed the Class C Invested Amount; provided,
--------
further, that with respect to the Series 1996-2 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
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
-22-
<PAGE>
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 1996-2
-------- -------
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 1996-2 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 1996-2 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 1996-2 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)(xii).
(i) Class A Interest. On each Business Day during a Monthly
----------------
Period, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and deposit into the
Interest Funding Account for distribution on the next Distribution Date to
the Class A Certificateholders, to the extent of the Series Available
Interest Collections for such Business Day, an amount equal to the lesser
of (x) the Series Available Interest Collections and (y) the excess of (1)
the sum of Class A Monthly Interest and Carryover Class A Interest over (2)
----
any amounts with respect thereto previously deposited into the Interest
Funding Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, the portion of Carryover
Class A Interest that constitutes Class A Additional Interest shall be
payable or distributable to Class A Certificateholders only to the extent
permitted by applicable law.
-23-
<PAGE>
(ii) Class B Interest. On each Business Day during a Monthly
----------------
Period, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account and deposit into the
Interest Funding Account for distribution on the next Distribution Date to
the Class B Certificateholders, to the extent of any Series Available
Interest Collections remaining after giving effect to the withdrawal
pursuant to subsection 4.9(a)(i), an amount equal to the lesser of (x) any
such remaining Series Available Interest Collections and (y) the excess of
(1) the sum of Class B Monthly Interest and Carryover Class B Interest over
----
(2) any amounts with respect thereto previously deposited into the Interest
Funding Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, the portion of Carryover
Class B Interest that constitutes Class B Additional Interest shall be
payable or distributable to Class B Certificateholder only to the extent
permitted by applicable law.
(iii) 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
1996-2 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 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
-24-
<PAGE>
Series 1996-2 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
Certificate-holders 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 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
-25-
<PAGE>
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)
Business Day,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 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.
-26-
<PAGE>
(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) 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 (x) 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.
(xii) Excess Interest Collections. Any amounts remaining in the
---------------------------
Collection Account to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsection 4.9(a)(i) through (xi), shall be treated as Excess Interest
Collections, and the Servicer shall direct the Trustee in writing on each
Business Day to withdraw such amounts from the Collection Account and to
first make such amounts available to pay to Certificateholders of other
Series to the extent of shortfalls, if any, in amounts payable to such
certificateholders from Interest Collections allocated to such other
Series, then to pay any unpaid commercially reasonable costs and expenses
of a Successor Servicer, if any, and then pay any remaining Excess Interest
Collections to the Transferor.
(b) For each Business Day with respect to the Revolving Period, the funds
on deposit in the Collection Account to the extent of the product of (i) the sum
of the Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage and the Class C Floating Allocation Percentage and (ii) Principal
-27-
<PAGE>
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 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 1996-2 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
-28-
<PAGE>
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 1996-2 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 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 1996-2
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 1996-2
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
-29-
<PAGE>
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 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
1996-2 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 1996-2
-------------------------------------------------
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 (xi).
(b) To the extent that on any Business Day payments are being made pursuant
to any of subsections 4.9(a)(i) through (xi), respectively, and the full amount
to be paid pursuant to any such subsection receiving payments on such Business
Day 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 1996-2 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 1996-2 Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess Interest
Collections available from all
-30-
<PAGE>
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 Funding Account with respect to the prior Monthly Period allocable to
the Series 1996-2 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 (x) the Class A Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date allocable thereto pursuant to subsection 4.9(a)(i) and
(y) the Class B Certificateholders from the Distribution Account the amount
deposited into the Distribution Account allocable thereto pursuant to
subsections 4.9(a)(ii) and (vii).
Section 4.12 Payment of Certificate Principal.
--------------------------------
(a) On the Transfer Date preceding 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
-31-
<PAGE>
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 1996-2 Certificates
(after giving effect to transfers pursuant to subsection 4.12(a) and (b)). On
the Class C Principal Commencement Date, after the payment of any principal
amounts to the Class B Certificates on such day, and on each Distribution Date
thereafter until the Class C Invested Amount is paid in full, the Paying Agent
shall pay in accordance with Section 5.1 to the Class C Certificateholders from
the Distribution Account such amount deposited into the Distribution Account on
the related Transfer Date.
(d) On the Transfer Date preceding the Class D Principal Commencement Date
and each Business Day thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
make payments of principal to the Class D Certificateholders in accordance with
subsection 4.9(c)(iv) of the Agreement.
Any amounts remaining in the Principal Account and allocable to the
Series 1996-2 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
-32-
<PAGE>
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class B Investor Charge-Off").
(d) In the event that any such reduction of the Class B Invested Amount
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will be
reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off").
Section 4.14 Reallocated Principal Collections for the Series 1996-2
-------------------------------------------------------
Certificates.
- ------------
(a) On each Business Day, the Servicer will determine an amount equal to
the lesser of (i) the Class D Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class D Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
with respect to such Business Day and (iii) an amount equal to the sum of
(a) the remaining Class A Required Amount, if any, with respect to the prior
Monthly Period, (b) the remaining Class B Required Amount, if any, with respect
to the prior Monthly Period and (c) the remaining Class C Required Amount, if
any, with respect to the prior Monthly Period (such amount called "Reallocated
Class D Principal Collections") and shall apply Principal Collections in an
amount equal to such amount first to the components of the Class A Required
Amount, then to the components of the Class B Required Amount and then to the
components of the Class C Required Amount in the same priority as amounts are
applied to such components from Series Available Interest Collections pursuant
to subsection 4.9(a).
(b) On each Business Day, the Servicer will apply or cause the Trustee to
apply an amount equal to the lesser of (i) the Class C Invested Amount, (ii) the
product of (x)(I) during the Revolving Period, the Class C Floating Allocation
Percentage or (II) during the Controlled Accumulation Period or Early
Amortization Period, the Class C Fixed/Floating Allocation Percentage and
(y) the amount of Principal Collections for such Business Day and (iii) an
amount equal to the sum of (a) the remaining Class A Required Amount, if any,
with respect to the prior Monthly Period over the amount of Reallocated Class D
Principal Collections applied with respect thereto for such prior Monthly Period
and (b) the remaining Class B Required Amount, if any, with respect to the prior
Monthly Period over the amount of Reallocated Class D Principal Collections
applied with respect thereto for such prior Monthly Period (such amount called
Reallocated Class C Principal Collections") and shall apply Principal
Collections in an amount equal to such amount first to the remaining components
of the Class A Required Amount and then to the remaining components of the Class
B Required Amount in the same priority as amounts are applied to such components
from Series Available Interest Collections pursuant to subsection 4.9(a).
-33-
<PAGE>
(c) On each Business Day, the Servicer will apply or cause the Trustee to
apply an amount equal to the lesser of (i) the Class B Invested Amount, (ii) the
product of (x)(I) during the Revolving Period, the Class B Floating Allocation
Percentage or (II) during the Controlled Accumulation Period or Early
Amortization Period, the Class B Fixed/Floating Allocation Percentage and
(y) the amount of Principal Collections for such Business Day and (iii) an
amount equal to the excess, if any, of the remaining Class A Required Amount, if
any, with respect to the prior Monthly Period over the sum of the amount of
Reallocated Class D Principal Collections and Reallocated Class C Principal
Collections applied with respect thereto for the prior Monthly Period (such
amount called "Reallocated Class B Principal Collections") shall apply Principal
Collections equal to such amount to the remaining components of the Class A
Required Amount in the same priority as amounts are applied to such components
from Series Available Interest Collections pursuant to subsection 4.9(a).
Section 4.15 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee will determine LIBOR on
the basis of quotations of the offered rates for one-month United States Dollar
deposits provided by four major banks in the London interbank market selected by
the Servicer (the "Reference Banks") as of 11:00 A.M. (London time) on such
LIBOR Determination Date as such quotations appear on Telerate Page 3875 of the
Dow Jones Telerate Service (or such other page as may replace Telerate Page 3875
on that service for the purpose of displaying London interbank offered rates of
major banks). LIBOR as determined by the Trustee is the arithmetic mean of such
quotations (rounded, if necessary, to the nearest whole multiple of 0.0625% per
annum).
(b) If, on any LIBOR Determination Date, at least two but fewer than all of
the Reference Banks provide quotations, LIBOR will be determined in accordance
with (a) above on the basis of the offered quotations of those Reference Banks
providing such quotations.
(c) If, on the LIBOR Determination Date, only one or none of the Reference
Banks provides such offered quotations, LIBOR shall be:
(i) the rate per annum (rounded, as aforesaid) that the Trustee
determines to be either (x) the arithmetic mean of the offered quotations
that leading banks in The City of New York selected by the Servicer are
quoting at or about 11:00 A.M. London time on the relevant LIBOR
Determination Date for one month United States Dollar deposits to the
principal London office of each of the Reference Banks or those of them
(being at least two in number) to which such offered quotations are, in the
opinion of the Servicer, being so quoted or (y) in the event that the
Trustee can determine no such arithmetic mean, the arithmetic mean of the
offered quotations that leading banks in The City of New York selected by
the Servicer are quoting at or about 11:00
-34-
<PAGE>
A.M. London time on such LIBOR Determination Date to leading European banks
for one-month Dollar deposits; or
(ii) if the banks selected as aforesaid by the Servicer are not
quoting as described in clause (i) above, LIBOR for such Interest Accrual
Period will be LIBOR as determined on the previous LIBOR Determination
Date.
(d) The Class A Certificate Rate and the Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Accrual
Periods may be obtained by any Series 1996-2 Certificateholder by telephoning
the Trustee at its Corporate Trust Office at (612) 667-4959.
(e) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Accrual
Period. Following the listing of the Class A Certificates and the Class B
Certificates on the Luxembourg Stock Exchange and for so long as such
Certificates are so listed, the Trustee shall cause the Class A Certificate Rate
and the Class B Certificate Rate as well as the amount of Class A Monthly
Interest and Class B Monthly Interest applicable to an Interest Accrual Period
and the length of such Interest Accrual Period to be provided to the Luxembourg
Stock Exchange as soon as possible after its determination but in no event later
than the first day of such Interest Accrual Period.
Section 4.16 Determination of Accumulation Period Length. On the
-------------------------------------------
Distribution Date in July 1999, 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 1996-2 Certificateholders,
to establish and maintain or cause to be established and maintained in the name
of the Trustee, on behalf of the Series 1996-2 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 1996-2 Certificateholders. The Transferor
does hereby transfer, assign, set over and otherwise convey to the Trust for the
benefit of the Series 1996-2 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 1996-2
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
-35-
<PAGE>
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 1996-2
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 1996-2 Issuance 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.
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
July 1997 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
-36-
<PAGE>
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 July 1997 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.
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 1996-
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 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
-37-
<PAGE>
presentation and surrender of the Class A Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.3.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
--- ----
represented by Class B Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.11 and 4.12 of the Agreement by check
mailed to each Class B Certificateholder at such 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 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 Distributed Date; provided,
--------
however, that the final payment in retirement of the Class B Certificates will
- -------
be made only upon presentation and surrender of the Class B Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
(c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class C
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
--- ----
represented by Class C Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class C
Certificateholders pursuant to Section 4.12 of the Agreement by wire transfer to
each Class C Certificateholder to an account or accounts designated by such
Class C Certificateholder by written notice given to the Paying Agent not less
than five days prior to the related Distribution Date; provided, however, that
-------- -------
the final payment in retirement of the Class C Certificates will be made only
upon presentation and surrender of the Class C Certificates at the office or
offices specified in the notice of such final distribution delivered by the
Trustee pursuant to Section 12.3.
Section 5.2 Certificateholders' Statement.
-----------------------------
(a) On the 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
-38-
<PAGE>
Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate and, in the
case of (ix) and (x), shall be stated on an aggregate basis and on the basis of
an original principal amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Principal;
(iii) the amount of such distribution allocable to Certificate
Interest;
(iv) the amount of Principal Collections processed during the
related Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates, the Class C Certificates and the
Class D Certificates, respectively;
(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 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; and
-39-
<PAGE>
(xii) 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 1997, the Paying Agent shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1996-2 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular report to
Series 1996-2 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 1996-2 Certificateholder, together with,
on or before January 31 of each year, beginning in 1997, 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 1996-2
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 1996-2 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 1996-2
Certificateholders, be deemed to be a Pay Out Event solely with respect to
Series 1996-2:
(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 20%;
(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;
(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
-40-
<PAGE>
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 1996-2 Termination. The right of the Series 1996-2
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1996-2 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 1996-2 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 1996-2 Certificates; Tax Treatment.
- -----------------------------------------
(a) Each Class B Certificate, Class C Certificate and Class D Certificate
will bear a legend substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A CLASS B CERTIFICATE, CLASS C CERTIFICATE OR CLASS D CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
"ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT
(I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
-41-
<PAGE>
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.
GREEN TREE FLOORPLAN FUNDING CORP. MAY PREVENT ANY TRANSFER,
PARTICIPATION OR OTHER DISPOSITION OF ANY INTEREST IN THIS CERTIFICATE IF
GREEN TREE FLOORPLAN FUNDING CORP., IN ITS SOLE AND ABSOLUTE DISCRETION,
DETERMINES THAT SUCH TRANSFER, PARTICIPATION OR OTHER DISPOSITION, IF
EFFECTED, WOULD CAUSE THE TRUST TO BE TREATED AS A PUBLICLY TRADED
PARTNERSHIP UNDER SECTION 7704 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, OR THE TREASURY REGULATIONS ISSUED THEREUNDER.
(c) Each Class D Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY
-42-
<PAGE>
OTHER APPLICABLE SECURITIES LAW. GREEN TREE FLOORPLAN FUNDING CORP. SHALL
BE PROHIBITED FROM TRANSFERRING ANY INTEREST IN OR PORTION OF THIS
CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE
TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH PROPOSED TRANSFER
WILL NOT ADVERSELY AFFECT THE FEDERAL, MINNESOTA OR DELAWARE INCOME TAX
CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR CERTIFICATES OR THE
TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL, MINNESOTA
OR DELAWARE INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED
TO TRANSFER ANY INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING
EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES
WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE)
OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH
NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED
AS DEBT FOR FEDERAL INCOME TAX PURPOSES (INCLUDING THE EXCHANGEABLE
TRANSFEROR CERTIFICATE AND EACH TRANSFEROR RETAINED CLASS) WOULD NOT BE
BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING CORP.
(d) Upon surrender for registration of transfer of a Class C Certificate at
the office of the Transfer Agent and Registrar, accompanied by a certification
by the Class C Certificateholder substantially in the form attached as Exhibit D
(if the new purchaser is a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933) and by a written instrument of transfer
in the form approved by the Transferor and the Trustee (it being understood
that, until notice to the contrary is given to Class C Certificateholders, the
Transferor and the Trustee shall each be deemed to have approved the form of
instrument of transfer, if any printed on any definitive Class C Certificate),
executed by the registered owner, in person or by such Class C
Certificateholder's attorney thereunto duly authorized in writing, such Class C
Certificate shall be transferred upon the register, and the Transferor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee one or more new registered Class C Certificates of any
authorized denominations and of a like aggregate principal amount and tenor.
Transfers and exchanges of Class C Certificates shall be subject to such
restrictions as shall be set forth in the text of the Class C Certificates and
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the register.
(e) Green Tree Floorplan Funding Corp. shall be prohibited from
transferring any interest in or portion of the Class D Certificates unless,
prior to such transfer, it shall have delivered to the Trustee an Opinion of
Counsel to the effect that such proposed transfer will not adversely affect the
Federal or Minnesota
-43-
<PAGE>
income tax characterization of any outstanding Series of Investor Certificates
or the taxability (or tax characterization) of the Trust under Federal,
Minnesota or Delaware income tax laws. In no event shall the Transferor be
permitted to transfer any interest in or portion of the Class D Certificates if,
after giving effect to such proposed transfer, taking into account the
certificates whose transfer is proposed, more than 20% (by Invested Amount and
by value) of the outstanding certificates issued by the Trust with respect to
which no Opinion of Counsel was issued that the applicable class would be
treated as debt for federal income tax purposes (including the Exchangeable
Transferor Certificate and each Transferor Retained Class) would not be
beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any
interest in or portion of the Class D Certificates be transferred to Green Tree.
As a condition to transfer of an interest in or portion of the Class D
Certificates, the transferee shall be required to agree not to institute
against, or join any other Person in instituting against, the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law, for
one year and one day after all Investor Certificates are paid in full. The
Transferor shall provide prompt written notice to the Rating Agencies of any
such transfer.
(f) No transfer of a Class B Certificate, Class C Certificate or Class D
Certificate will be permitted to be made to a Benefit Plan unless such Benefit
Plan, at its expense, delivers to the Trustee, the Servicer and the Transferor
an opinion of counsel satisfactory to them to the effect that the purchase or
holding of a Class B Certificate, Class C Certificate or Class D Certificate by
such Benefit Plan will not result in the assets of the Trust being deemed to be
"assets of the Benefit Plan" and subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee, the
Transferor or the Servicer to any obligation in addition to those undertaken in
the Agreement. Unless such opinion is delivered, each person acquiring a Class
B Certificate, Class C Certificate or Class D Certificate or the beneficial
ownership of a Class B Certificate, Class C Certificate or Class D Certificate
will be deemed to represent to the Trustee, the Transferor and the Servicer that
it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity.
(g) The Class C Certificateholder shall comply with its obligations under
Section 3.7 of the Agreement with respect to the tax treatment of the Class C
Certificates, except to the extent that a relevant taxing authority has
disallowed such treatment.
(h) Notwithstanding anything in this Agreement to the contrary, the
Transferor may prevent any transfer, participation or other disposition of any
interest in any Class C Certificate if the Transferor, in its sole and absolute
discretion, determines that such transfer, participation or other disposition,
if effected, would cause the Trust to be treated as an association taxable as a
corporation or as a publicly
-44-
<PAGE>
traded partnership under Section 7704 of the Internal Revenue Code of 1986, as
amended, or the Treasury Regulations issued thereunder.
SECTION 11. Ratification of Agreement.
-------------------------
(a) As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
(b) For so long as any of the Class C Certificates are outstanding, each of
the Transferor, the Servicer and the Trustee agree to cooperate with each other
to provide to any Class C Certificateholders and to any prospective purchaser of
Class C Certificates designated by such a Class C Certificateholder upon the
request of such Class C Certificateholder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.
SECTION 12. Registration of the Class A Certificates under the Securities
-------------------------------------------------------------
Exchange Act of 1934. The Transferor shall cause the Class A Certificates to be
- --------------------
registered under the Securities Exchange Act, as amended, on or before April 30,
1997 and thereafter maintain such registration until the Class A Invested Amount
has been reduced to zero.
SECTION 13. Counterparts. This Series Supplement may be executed in any
------------
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 14. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 15. Instructions in Writing. All instructions or other
-----------------------
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.
-45-
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-2 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: Phyllis A. Knight
Title: Vice President and Treasurer
GREEN TREE FINANCIAL
CORPORATION, Servicer
By:___________________________________________
Name: Joel H. Gottesman
Title: Senior Vice President and
Secretary
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:___________________________________________
Name:
Title:
-46-
<PAGE>
Exhibit A
FORM OF CLASS A INVESTOR CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 $________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1996-2, 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 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
1996-2 Supplement, dated as of December 1, 1996 (the "Series 1996-2
Supplement"), among the Transferor, Green Tree as Servicer and the Trustee. The
Pooling and Servicing Agreement, as supplemented by the Series 1996-2
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).
A-1
<PAGE>
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 1996-2, 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 1996-2, Class B (the "Class B Certificates" and
collectively with the Class A Certificates the "Offered Certificates") and the
Green Tree Floorplan Receivables Master Trust Floorplan Receivable Trust
Certificates, Series 1996-2, 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.
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 .08% per annum above LIBOR determined on
December 16, 1996 for the period from December 18, 1996 through January 12,
1997, and at a rate equal to .08% 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 1996-2 Issuance Date and will be distributed on
January 13, 1997, 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).
A-2
<PAGE>
On the earlier of (i) the December 1999 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 1996-2 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 1996-2 Issuance 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
(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).
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 December 2001 (the "Series 1996-2
Termination Date"). After the Series 1996-2 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 1996-2 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.
A-3
<PAGE>
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
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:
Name:
Title:
Dated: ______________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:
Name:
Title:
A-5
<PAGE>
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.
B-1
<PAGE>
No. R-1 $_________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1996-2, 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
1996-2 Supplement, dated as of December 1, 1996 (the "Series 1996-2
Supplement"), among the Transferor, Green Tree, as Servicer, and the Trustee.
The Pooling and Servicing Agreement, as supplemented by the Series 1996-2
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 1996-2, 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 1996-2, Class A (the "Class A Certificates" and
collectively with the Class B Certificates the "Offered Certificates") and the
Green Tree Floorplan
B-2
<PAGE>
Receivables Master Trust Floorplan Receivable Trust Certificates, Series 1996-2,
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 .30% per annum above LIBOR determined on
December 16, 1996 for the period from December 18, 1996 through January 12,
1997, and at a rate equal to .30% 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 1996-2 Issuance Date and will be distributed on
January 13, 1997, 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) 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.
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 1996-2
Issuance 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 (ii) at the end of the Funding Period, for deposit
into the Excess Funding Account minus
B-3
<PAGE>
(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 December 2001 (the "Series 1996-2
Termination Date"). After the Series 1996-2 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 1996-2 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
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:
Name:
Title:
Dated: _________________
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
<PAGE>
Exhibit C
FORM OF CLASS C INVESTOR CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
GREEN TREE FLOORPLAN FUNDING CORP. MAY PREVENT ANY TRANSFER,
PARTICIPATION OR OTHER DISPOSITION OF ANY INTEREST IN THIS CERTIFICATE IF
GREEN TREE FLOORPLAN FUNDING
C-1
<PAGE>
CORP., IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINES THAT SUCH TRANSFER,
PARTICIPATION OR OTHER DISPOSITION, IF EFFECTED, WOULD CAUSE THE TRUST TO
BE TREATED AS A PUBLICLY TRADED PARTNERSHIP UNDER SECTION 7704 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE TREASURY REGULATIONS
ISSUED THEREUNDER.
No. $__________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1996-2, 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.
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") 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 1996-2 Supplement, dated
as of December 1, 1996 (the "Series 1996-2 Supplement"), among the Transferor,
Green Tree as Servicer and the Trustee. The Pooling and Servicing Agreement, as
supplemented by the Series 1996-2 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 Floorplan Receivable Trust Certificates,
Series 1996-2, Class C" (the
C-2
<PAGE>
"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 1996-2, Class A (the "Class A Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1996-2, Class B (the "Class B Certificates") with the
intention that the Class A and Class B 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 and 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 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.
Interest will not accrue on the unpaid principal amount of the Class C
Certificates.
"Class C Invested Amount" for any date means an amount equal to (a) the
-----------------------
initial principal balance of the Class C Certificates 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 (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
C-3
<PAGE>
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 December 2001 (or if such day is not a
Business Day, the next succeeding Business Day) (the "Series 1996-2 Termination
Date"). After the Series 1996-2 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 1996-2 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.
C-4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By:
Name:
Title:
Dated: ________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By:
Name:
Title:
C-5
<PAGE>
Exhibit D
FORM OF CLASS D INVESTOR CERTIFICATE
THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
GREEN TREE FLOORPLAN FUNDING CORP. SHALL BE PROHIBITED FROM TRANSFERRING ANY
INTEREST IN OR PORTION OF THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT
SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT THE FEDERAL, MINNESOTA OR
DELAWARE INCOME TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR
CERTIFICATES OR THE TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER
FEDERAL, MINNESOTA OR DELAWARE INCOME TAX LAWS. IN NO EVENT SHALL THE
TRANSFEROR BE PERMITTED TO TRANSFER ANY INTEREST IN OR PORTION OF THIS
CERTIFICATE IF, AFTER GIVING EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO
ACCOUNT THE CERTIFICATES WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED
AMOUNT AND BY VALUE) OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH
RESPECT TO WHICH NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS
WOULD BE TREATED AS DEBT FOR FEDERAL INCOME TAX PURPOSES (INCLUDING THE
EXCHANGEABLE TRANSFEROR CERTIFICATE AND EACH TRANSFEROR RETAINED CLASS) WOULD
NOT BE BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING CORP.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
D-1
<PAGE>
No. _____ $_________
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1996-2, 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 1996-2 Supplement, dated
as of December 1, 1996 (the "Series 1996-2 Supplement"), among the Transferor,
Green Tree as Servicer and the Trustee. The Pooling and Servicing Agreement, as
supplemented by the Series 1996-2 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 1996-2, 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 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
D-2
<PAGE>
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.
Interest will not accrue on the unpaid principal amount of the Class D
Certificates.
"Class D Invested Amount" means an amount equal to (a) the initial
principal balance of the Class D Certificates plus (b) the Class D Incremental
Invested Amount for the related Monthly Period, plus (c) any Additional Class D
Invested Amount, minus (d) the aggregate amount of principal payments made to
Class D Certificateholders prior to such date, minus (e) the aggregate amount of
Class D Investor Charge-Offs for all prior 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 December 2001 (the "Series 1996-2
Termination Date"). After the Series Termination Date neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class D Certificates. In the event that the Class D Invested Amount is
greater than zero on the Series Termination Date, the Trustee will sell or cause
to be sold, to the extent necessary, an amount of interests in the Receivables
or certain of the Receivables up
D-3
<PAGE>
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
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN
FUNDING CORP., Transferor
By: _________________________
Name:
Title:
Dated: _____________
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By: __________________________
Name:
Title:
D-5
<PAGE>
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
<PAGE>
Exhibit F
Form of 144A Exchange Notice and Certification
_________________ , 199__
Green Tree Floorplan Funding Corp.
500 Landmark Towers
345 St. Peter Street
St. Paul, MN 55102
Attention: Chief Financial Officer
Norwest Bank Minnesota, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0069
Attention: Corporate Trust Department
Ladies and Gentlemen:
This is to notify you as to the transfer of $ ______________ of Floorplan
Receivable Trust Certificates, Series 1996-2, Class C (the "Class C
Certificates") of Green Tree Floorplan Receivables Master Trust (the "Company").
The undersigned is the holder of the Certificates and with this notice
hereby deposits with the Trustee $ _________________ principal amount of Class C
Certificates and requests that Class C Certificates in the same principal amount
be issued and executed by the Company and authenticated by the Trustee and
registered to the purchaser on _________________, 19__ , as specified in the
Pooling and Servicing Agreement, as supplemented by the Series 1996-2 Supplement
thereto, as follows:
Name: Denominations:
Address:
Taxpayer I.D. No.:
The undersigned represents and warrants that the undersigned (i) reasonably
believes the purchaser is a "qualified institutional buyer," as defined in Rule
144A under the Securities Act of 1933 (the "Act"), (ii) such purchaser has
acquired the Class C Certificates in a transaction effected in accordance with
the exemption from the registration requirements of the Act provided by Rule
144A and, (iii) if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, (A) each such account is
a qualified institutional buyer and (B) each such account is acquiring the
Class C Certificates for its own account or
F-1
<PAGE>
for one or more institutional accounts for which it is acting as fiduciary or
agent in a minimum amount equivalent to not less than U.S. $250,000 for each
such account.
Very truly yours,
NAME OF HOLDER OF CERTIFICATE
By: __________________________
Name, Chief Financial
or other Executive Officer
F-2
