<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration Nos. 333-82443-01
333-82443
- - - -------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
(Issuer with respect to Offered Certificates)
GREEN TREE FLOORPLAN FUNDING CORP.
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)
Delaware 6189 41-1823871
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
500 Landmark Towers
345 St. Peter Street, Saint Paul, Minnesota 55102-1639
(651) 293-3400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Brian F. Corey, Esq.
1100 Landmark Towers
345 St. Peter Street, Saint Paul, Minnesota 55102-1639
(651) 293-3400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Charles F. Sawyer Renwick D. Martin
Dorsey & Whitney LLP Brown & Wood LLP
220 South Sixth Street One World Trade Center
Minneapolis, Minnesota 55402 New York, New York 10048
(612) 343-7986 (212) 839-5300
Approximate date of commencement of proposed sale of securities to the
public: On or after the effective date of the registration statement, as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offer. [_] .
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] .
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] Registration Nos. 333-59865 and 333-59865-01
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- - - -------------------------------------------------------------------------------
- - - -------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC registration fee........................................... $177,086
Blue Sky fees and expenses..................................... 10,000*
Accountant's fees and expenses................................. 30,000*
Attorney's fees and expenses................................... 75,000*
Trustee's fees and expenses.................................... 15,000*
Printing and engraving expenses................................ 150,000*
Rating Agency fees............................................. 150,000*
Miscellaneous.................................................. 2,914*
--------
Total........................................................ $610,000*
========
</TABLE>
- - - --------
* Estimated
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
<TABLE>
<C> <S>
(1)1.1 --Underwriting Agreement dated as of October 1, 1999
(3)3.1 --Certificate of Incorporation of Green Tree Floorplan Funding Corp.
(3)3.2 --Bylaws of Green Tree Floorplan Funding Corp.
(4)4.1 --Pooling and Servicing Agreement dated December 1, 1995
(1)4.2 --Series 1999-1 Supplement to the Pooling and Servicing Agreement
dated as of September 1, 1999
(4)4.3 --Receivables Purchase Agreement dated December 1, 1995
(2)4.4 --Amendment No. 1 to the Pooling and Servicing Agreement dated
as of March 11, 1998
(6)5.1 --Opinion and consent of Dorsey & Whitney LLP as to legality
(6)8.1 --Opinion and consent of Dorsey & Whitney LLP as to tax matters
(6)23.1 --Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1)
(6)23.2 --Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1)
(5)24.1 --Power of attorney from officers and directors of the Registrants
(Included at II-3)
</TABLE>
- - - --------
(1) Filed herewith.
(2) Incorporated by reference to the corresponding exhibit to Post Effective
Amendment No. 1 to the Registration Statement on Form S-1, Registration
No. 333-47533, filed April 15, 1998.
(3) Incorporated by reference to the corresponding exhibit numbers in
Amendment No. 1 to the Company's Registration Statement on Form S-1,
Registration No. 33-62433, filed November 8, 1995.
II-1
<PAGE>
(4) Incorporated by reference to the corresponding exhibit in the Company's
Registration Statement on Form S-1, Registration No. 333-15285, filed
October 31, 1996.
(5) Previously filed in the Company's Registration Statement on Form S-1,
Registration Nos. 333-82443 and 333-82443-01, filed July 28, 1999.
(6) Previously filed in the Company's Amendment No. 1 to the Registration
Statement on Form S-1 Registration Nos. 333-82443 and 333-82443-01, filed
September 24, 1999.
(b) Financial Statements:
Not Applicable.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saint Paul, State of Minnesota, on the 6th day
of October, 1999.
Green Tree Floorplan Funding Corp.
/s/ Brian F. Corey
By: ____________________________________
Brian F. Corey
Senior Vice President and Secretary
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President and Director
____________________________________
Bruce A. Crittenden
* Senior Vice President and
____________________________________ Treasurer (Principal
Phyllis A. Knight Financial Officer and
Principal Accounting
Officer)
/s/ Joel H. Gottesman Director October 6, 1999
____________________________________
Joel H. Gottesman
* Director
____________________________________
Paul A. Boyum
* Director
____________________________________
Gary P. Mills
</TABLE>
/s/ Joel H. Gottesman
By_______________________________ October 6, 1999
Joel H. Gottesman
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saint Paul, State of Minnesota, on the 6th day
of October, 1999.
Green Tree Floorplan
Receivables Master Trust
By Green Tree Floorplan Funding Corp.
/s/ Brian F. Corey
By: ____________________________________
Brian F. Corey
Senior Vice President and Secretary
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
(1)1.1 --Underwriting Agreement dated as of October 1, 1999
(3)3.1 --Certificate of Incorporation of Green Tree Floorplan Funding
Corp.
(3)3.2 --Bylaws of Green Tree Floorplan Funding Corp.
(4)4.1 --Pooling and Servicing Agreement dated December 1, 1995
(1)4.2 --Series 1999-1 Supplement to the Pooling and Servicing
Agreement dated as of September 1, 1999
(4)4.3 --Receivables Purchase Agreement dated December 1, 1995
(2)4.4 --Amendment No. 1 to the Pooling and Servicing Agreement dated
as of March 11, 1998
(6)5.1 --Opinion and consent of Dorsey & Whitney LLP as to legality
(6)8.1 --Opinion and consent of Dorsey & Whitney LLP as to tax matters
(6)23.1 --Consent of Dorsey & Whitney LLP (included as part of Exhibit
5.1)
(6)23.2 --Consent of Dorsey & Whitney LLP (included as part of Exhibit
8.1)
(5)24.1 --Power of attorney from officers and directors of the
Registrants(Included at II-3)
</TABLE>
- - - --------
(1) Filed herewith.
(2) Incorporated by reference to the corresponding exhibit to Post Effective
Amendment No. 1 to the Registration Statement on Form S-1, Registration
No. 333-47533, filed April 15, 1998.
(3) Incorporated by reference to the corresponding exhibit numbers in
Amendment No. 1 to the Company's Registration Statement on Form S-1,
Registration No. 33-62433, filed November 8, 1995.
(4) Incorporated by reference to the corresponding exhibit in the Company's
Registration Statement on Form S-1, Registration No. 333-15285, filed
October 31, 1996.
(5) Previously filed in the Company's Registration Statement on Form S-1,
Registration Nos. 333-82443 and 333-82443-01, filed July 28, 1999.
(6) Previously filed in the Company's Amendment No. 1 to the Registration
Statement on Form S-1 Registration Nos. 333-82443 and 333-82443-01, filed
September 24, 1999.
<PAGE>
EXHIBIT 1.1
$605,500,000
(Floating Rate) Floorplan Receivable Trust Certificates,
Series 1999-1, Class A
and
$31,500,000
(Floating Rate) Floorplan Receivable Trust Certificates,
Series 1999-1, Class B
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
UNDERWRITING AGREEMENT
----------------------
October 1, 1999
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center, North Tower
New York, NY 10281
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Dear Ladies and Gentlemen:
Green Tree Floorplan Funding Corp. ("GTFFC") is a Delaware corporation with
its principal place of business in Saint Paul, Minnesota. GTFFC has filed a
Registration Statement on Form S-1 (hereinafter referred to as the "Registration
Statement") relating to $605,500,000 (Floating Rate) Floorplan Receivable Trust
Certificates, Series 1999-1, Class A and $31,500,000 (Floating Rate) Floorplan
Receivable Trust Certificates, Series 1999-1, Class B (the "Offered
Certificates") evidencing interests in Green Tree Floorplan Receivables Master
Trust (the "Trust"). The Offered Certificates will be issued pursuant to a
pooling and servicing agreement (the "Pooling and Servicing Agreement") dated as
of December 1, 1995 among GTFFC, as transferor, Green Tree Financial
Corporation, as servicer ("Green Tree" or the "Servicer"), and
<PAGE>
Norwest Bank Minnesota, National Association, as trustee (the "Trustee") and
pursuant to a 1999-1 Series Supplement to the Pooling and Servicing Agreement
(the "Series Supplement"), dated as of September 1, 1999 among GTFFC, as
transferor, Green Tree, as Servicer, and the Trustee, as trustee. The Pooling
and Servicing Agreement, as supplemented by the Series Supplement, is
hereinafter referred to as the "Pooling and Servicing Agreement." $40,250,000
principal amount of Class C Certificates (the "Class C Certificates"),
$28,000,000 principal amount of Class D Certificates, which principal amount
shall be reduced to $22,750,000 upon payment of Series 1996-2 in full (the
"Class D Certificates") and the Exchangeable Transferor's Certificate (together
with the Offered Certificates, the Class C Certificates and the Class D
Certificates, the "Certificates") will also be issued pursuant to the Pooling
and Servicing Agreement. The assets of the Trust will consist of (i) all
wholesale receivables (the "Receivables") generated from time to time in a
portfolio of revolving financing arrangements between Green Tree and certain
dealers in consumer and commercial products (the "Accounts") satisfying certain
criteria described in the Prospectus, (ii) all funds collected from Obligors in
respect of the Receivables, (iii) all right, title, and interest of GTFFC in,
to, and under a receivables purchase agreement (the "Purchase Agreement"), dated
as of December 1, 1995 between GTFFC and Green Tree, (iv) all funds on deposit
in the Trust Accounts, (v) Recoveries, (vi) an assignment of a security interest
in the Collateral Security, (vii) GTFFC's rights under all Floorplan Agreements,
and (viii) proceeds of the foregoing. The Receivables will be purchased from
Green Tree by GTFFC pursuant to the Purchase Agreement and thereafter
transferred to the Trust. The forms of the Pooling and Servicing Agreement and
the Series Supplement have been filed as exhibits to the Registration Statement.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement and the Purchase Agreement
(together, the "Designated Agreements").
The Certificates are more fully described in a Registration Statement that
GTFFC has furnished to you. The terms "you" or "Underwriters" as used herein,
unless the context otherwise requires, shall mean you, acting severally and not
jointly under this Agreement. The term "Representative" refers to Merrill Lynch,
Pierce, Fenner & Smith Incorporated acting as Representative of the
Underwriters.
The offering of the Offered Certificates will be made through you. GTFFC
and Green Tree will also enter into an agreement (the "Terms Agreement")
providing for the sale of such Offered Certificates to, and the purchase thereof
by, you, severally and not jointly. The Terms Agreement shall specify, among
other things, the price or prices at which the Offered Certificates are to be
purchased by the Underwriters from the Trust and the initial public offering
price or prices or the method by which the price or prices at which the Offered
Certificates are to be sold will be determined. The Terms Agreement, which shall
be substantially in the form of Exhibit A hereto, may take the form of an
exchange of any standard form of written telecommunication between you and
GTFFC. The offering of the Offered Certificates will be governed by this
Agreement, as supplemented by the Terms Agreement.
GTFFC has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-82443 and
333-82443-01) and a related preliminary prospectus for the registration of the
Offered Certificates under the Securities Act of 1933 (the "1933 Act"), and has
filed, and proposes to file, such amendments thereto as may have been required
to the date hereof pursuant to the 1933 Act and the rules of the Commission
thereunder
2
<PAGE>
(the "Regulations"). The registration statement (including the prospectus
constituting a part thereof and the information, if any, deemed to be part
thereof pursuant to Rule 430A(b) of the Regulations) in the form in which it
became effective under the Act on October 1, 1999 (the "Effective Date"),
including the exhibits thereto, is referred to herein as the "Registration
Statement," and the prospectus dated October 1, 1999 in the form in which it was
most recently filed with the Commission (including the information, if any,
deemed to be part thereof pursuant to Rule 430A(b) of the Regulations) is
referred to herein as the "Prospectus", except that if any revised prospectus
shall be provided to you by GTFFC for use in connection with the offering of the
Offered Certificates which differs from the Prospectus on file at the Commission
at the time the Registration Statement becomes effective (whether or not such
revised prospectus is required to be filed by GTFFC pursuant to Rule 424(b) of
the Regulations), the term "Prospectus" shall refer to such revised prospectus
from and after the time it is first provided to you for such use.
GTFFC understands that you propose to make a public offering of the Offered
Certificates as soon as you deem advisable after this Agreement and the Terms
Agreement have been executed and delivered.
SECTION 1. Representations and Warranties. Each of GTFFC and Green Tree
represents and warrants to you as of the date hereof, as of the date of the
Terms Agreement (the "Representation Date") and as of the Closing Time, (as
defined below) as follows:
(a) The Registration Statement and the Prospectus do, on the Effective
Date and on the date hereof, and as of the Representation Date will, comply
in all material respects with the requirements of the 1933 Act and the
Regulations. The Registration Statement, on the Effective Date and on the
date hereof, did not and does not, and as of the Representation Date and
the Closing Time will not, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus, as
amended or supplemented on the Effective Date and on the date hereof, did
not and does not, and as amended or supplemented as of the Representation
Date and the Closing Time will not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and
warranties in this subsection shall not apply to statements in, or
omissions from, the Registration Statement or Prospectus made in reliance
upon and in conformity with information furnished to GTFFC in writing by
any Underwriter through the Representative expressly for use in the
Registration Statement or Prospectus. There are no contracts or documents
of GTFFC which are required to be filed as exhibits to the Registration
Statement pursuant to the 1933 Act or the Regulations which have not been
so filed or incorporated by reference therein.
(b) Each of GTFFC and Green Tree has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
state of Delaware, with corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Prospectus and to enter into and perform its obligations under this
Agreement, the Designated Agreements and the Terms Agreement as each of
GTFFC and Green Tree may be a party to; and each of GTFFC and Green Tree is
duly qualified
3
<PAGE>
as a foreign corporation to transact business and is in good standing in
each jurisdiction in which the ownership or lease of its properties or the
conduct of its business under the Designated Agreements requires such
qualification.
(c) Neither GTFFC nor Green Tree is in violation of its certificate of
incorporation or by-laws or is in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which it is a party or by which it or its properties may be
bound, which default might result in any material adverse change in its
financial condition, earnings, affairs or business or which may materially
and adversely affect the properties or assets thereof.
(d) The execution and delivery of this Agreement, the Terms Agreement
and the Designated Agreements by GTFFC and Green Tree are within the
corporate power of GTFFC and Green Tree, respectively, and have been duly
authorized by all necessary corporate action on the part of GTFFC and Green
Tree, respectively; and neither the issuance and sale of the Offered
Certificates to the Underwriters, nor the execution and delivery of this
Agreement, the Terms Agreement or the Designated Agreements by GTFFC or
Green Tree, nor the consummation by GTFFC or Green Tree of any of the
transactions therein contemplated, nor compliance by GTFFC or Green Tree
with the provisions hereof or thereof, will materially conflict with or
result in a material breach of, or constitute a material default under, any
of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on GTFFC or Green Tree or their respective
properties or the certificate of incorporation or by-laws of GTFFC or Green
Tree, or any of the provisions of any indenture, mortgage, contract or
other instrument to which GTFFC or Green Tree is a party or by which each
is bound or result in the creation or imposition of any lien, charge or
encumbrance upon any of their respective properties pursuant to the terms
of any such indenture, mortgage, contract or other instrument.
(e) This Agreement has been, and the Terms Agreement when executed and
delivered as contemplated hereby and thereby will have been, duly
authorized, executed and delivered by each of GTFFC and Green Tree, and
each constitutes, or will constitute when so executed and delivered, a
legal, valid and binding instrument enforceable against GTFFC and Green
Tree in accordance with its terms, subject (i) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally, (ii) as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (iii) as to enforceability with respect
to rights of indemnity thereunder, to limitations of public policy under
securities laws.
(f) The Designated Agreements, when executed and delivered as
contemplated hereby and thereby, will have been duly authorized, executed
and delivered by each of GTFFC and Green Tree, and will constitute, when so
executed and delivered, a legal, valid and binding agreements, enforceable
against GTFFC and Green Tree in accordance with their respective terms,
subject (i) to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights
4
<PAGE>
generally and (ii) as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or
at law).
(g) As of the Closing Time, the Certificates will have been duly and
validly authorized, and, when executed and authenticated as specified in
the Pooling and Servicing Agreement, will be validly issued and outstanding
and will be entitled to the benefits of the Pooling and Servicing
Agreement, and will be binding obligations of the Trust to the extent
provided in the Pooling and Servicing Agreement.
(h) No filing or registration with, notice to or consent, approval,
authorization or order of any court or governmental authority or agency is
required for the consummation by GTFFC or Green Tree of the transactions
contemplated by this Agreement, any of the Designated Agreements or the
Terms Agreement, except such as may be required under the 1933 Act, the
Regulations, or state securities or Blue Sky laws, other than any filing or
registration with, notice to or consent, approval, authorization or order
of any court or governmental authority or agency which has been obtained or
will be obtained by the Closing Date.
(i) There are no proceedings or investigations pending or, to the best
knowledge of GTFFC or Green Tree, threatened against GTFFC or Green Tree
before any governmental authority (i) asserting the invalidity of any
Designated Agreement or of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated thereby, (iii) seeking
any determination or ruling that would materially and adversely affect the
performance by GTFFC or Green Tree of its obligations thereunder or the
ability of Green Tree to originate Receivables, (iv) seeking any
determination or ruling that would materially and adversely affect the
validity or enforceability thereof or (v) seeking to affect adversely the
tax attributes of the Trust.
(j) Each of GTFFC and Green Tree possesses all material licenses,
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct the
business now operated by it or as described in the Prospectus and has not
received any notice of proceedings relating to the revocation or
modification of any such license, certificate, authority or permit which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect the conduct of the
business, operations, financial condition or income of GTFFC or Green Tree,
respectively.
(k) Neither GTFFC, Green Tree nor the Trust will be subject to
registration as an "investment company" under the Investment Company Act of
1940, as amended (the "1940 Act").
(l) The Certificates and the Designated Agreements conform in all
material respects to the descriptions thereof contained in the Prospectus.
(m) At the Closing Time, the Offered Certificates shall have received
the certificate ratings specified in the Terms Agreement.
5
<PAGE>
(n) At the Closing Time, each of the representations and warranties of
GTFFC and Green Tree set forth in any of the Designated Agreements will be
true and correct.
SECTION 2. Purchase and Sale. The commitment of the Underwriters to
purchase the Offered Certificates pursuant to the Terms Agreement shall be
deemed to have been made on the basis of the representations and warranties
herein contained and shall be subject to the terms and conditions herein set
forth.
Payment of the purchase price for, and delivery of, the Offered
Certificates to be purchased by you shall be made at the office of Dorsey &
Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota 55402, or at such
other place as shall be agreed upon by you and GTFFC, at such time or date as
shall be agreed upon by you and GTFFC and Green Tree in the Terms Agreement
(such time and date being referred to as the "Closing Time"). Payment of the
purchase price for the Offered Certificates shall be made to or at the direction
of GTFFC, in immediately available Federal funds wired to such bank as may be
designated by GTFFC. The Offered Certificates shall be in such denominations
specified by the Representative and registered in the name of Cede & Co., unless
the Representative shall otherwise specify in writing at least two business days
prior to the Closing Time. The Offered Certificates, which may be in temporary
form, will be made available for examination and packaging by you no later than
12:00 noon on the first business day prior to the Closing Time.
SECTION 3. Covenants of GTFFC and Green Tree. GTFFC and Green Tree covenant
with you as follows:
(a) Immediately following the execution of this Agreement and the
Terms Agreement, GTFFC will prepare the Prospectus setting forth the
principal amount of the Offered Certificates, the price at which the
Offered Certificates are to be purchased by you, either the initial public
offering price or the method by which the price at which the Offered
Certificates are to be sold will be determined, the selling concession(s)
and reallowance(s), if any, and such other information as you and GTFFC
deem appropriate in connection with the offering of the Offered
Certificates. GTFFC will, to the extent required by the Regulations,
promptly transmit copies of the Prospectus to the Commission for filing
pursuant to Rule 424 under the 1933 Act and will furnish to you as many
copies of the Prospectus as you shall reasonably request.
(b) If at any time when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Offered Certificates by you,
any event shall occur or condition exist as a result of which it is
necessary, in the opinion of your counsel, counsel for GTFFC, or otherwise,
to further amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of
circumstances existing at the time it is delivered to a purchaser, not
misleading or if it shall be necessary, in the opinion of any such counsel
or otherwise, at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the
1933 Act or the Regulations thereunder, GTFFC will promptly prepare and
will (1) file with the Commission such amendment or supplement as may be
necessary to correct such untrue statement or omission or to make the
6
<PAGE>
Registration Statement comply with such requirements and (2) within two
business days will furnish you with as many copies of the Prospectus, as so
amended or supplemented, as you shall reasonably request.
(c) GTFFC will give you reasonable notice of any intention to file any
amendment to the Registration Statement or any amendment or supplement to
the Prospectus, whether pursuant to the 1933 Act or otherwise (other than
reports to be filed pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act")), and GTFFC will furnish you with copies of any
such amendment or supplement or other documents proposed to be filed a
reasonable time in advance of filing, and will not file any such amendment
or supplement or other documents in a form to which you or your counsel
shall object.
(d) GTFFC will notify you immediately, and confirm the notice in
writing (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the mailing or the delivery to the Commission for filing
of any supplement to the Prospectus or any document, other than reports to
be filed pursuant to the 1934 Act, (iii) of the receipt of any comments
from the Commission with respect to the Registration Statement or the
Prospectus, (iv) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or
for additional information, and (v) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or suspension of the qualification of the Certificates or the initiation of
any proceedings for that purpose. GTFFC will make every reasonable effort
to prevent the issuance of any such stop order and, if any such stop order
is issued, to obtain the lifting thereof at the earliest possible moment.
(e) GTFFC will deliver to you as many signed and as many conformed
copies of the Registration Statement (as originally filed) and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein) as you may reasonably request.
(f) GTFFC will endeavor, in cooperation with you, to qualify the
Certificates for offering and sale under the applicable securities laws of
such states and other jurisdictions of the United States as you may
designate, and will maintain or cause to be maintained such qualifications
in effect for as long as may be required for the distribution of the
Certificates. GTFFC will file or cause the filing of such statements and
reports as may be required by the laws of each jurisdiction in which the
Certificates have been qualified as above provided.
(g) The Servicer will file the Settlement Statement on Form 8-K for a
period of twelve months following the applicable Closing Time.
SECTION 4. Conditions of Underwriter's Obligations. The obligations of the
Underwriters to purchase the Offered Certificates pursuant to the Terms
Agreement are subject to the accuracy of the representations and warranties on
the part of GTFFC and Green Tree herein contained, to the accuracy of the
statements of officers of GTFFC and Green Tree made
7
<PAGE>
pursuant hereto, to the performance by each of GTFFC and Green Tree of all of
its obligations hereunder and to the following further conditions:
(a) The Registration Statement shall have become effective not later
than 4:00 p.m., New York time, on the day following the date of this
Agreement or such later date as shall have been consented to by the
Representative; and at the Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued or
proceedings therefor initiated or threatened by the Commission, (ii) the
Offered Certificates shall have received the ratings specified in the Terms
Agreement, and (iii) there shall not have come to your attention any facts
that would cause you to believe that the Prospectus, at the time it was
required to be delivered to a purchaser of the Offered Certificates,
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in light
of the circumstances existing at such time, not misleading. If GTFFC has
elected to rely upon Rule 430A of the Regulations, the price of the Offered
Certificates and any price-related information previously omitted from the
effective Registration Statement pursuant to such Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) of the
Regulations within the prescribed time period, and prior to Closing Time
GTFFC shall have provided evidence satisfactory to the Representative of
such timely filing, or a post-effective amendment providing such
information shall have been promptly filed and declared effective in
accordance with the requirements of Rule 430A of the Regulations.
(b) At or prior to the Closing Time you shall have received:
(1) The favorable opinion (the "Underwriter Opinion"), dated as of the
Closing Time, of Dorsey & Whitney LLP, special counsel for GTFFC and Green
Tree, in form and substance satisfactory to you and your counsel, to the
effect that:
(i) Each of GTFFC and Green Tree has been duly organized and is
validly existing as a corporation in good standing under the laws of
the State of Delaware.
(ii) The execution and delivery by each of GTFFC and Green Tree
of this Agreement, the Terms Agreement, the Purchase Agreement and the
Pooling and Servicing Agreement and the signing of the Registration
Statement by GTFFC are within the corporate power of GTFFC and Green
Tree, respectively, and each has been duly authorized by all necessary
corporate action on the part of each of GTFFC and Green Tree.
(iii) This Agreement and the applicable Terms Agreement have been
duly authorized, executed and delivered by each of GTFFC and Green
Tree, and each is a valid and binding obligation of each of GTFFC and
Green Tree enforceable against GTFFC and Green Tree in accordance with
its terms, except that (A) such enforcement may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' or
secured parties' rights generally, (B) such enforcement may be limited
by general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law), and (C) the
enforceability as to
8
<PAGE>
rights to indemnity thereunder is subject to the effect of federal and
state securities laws and public policy relating thereto.
(iv) The Designated Agreements have been duly authorized,
executed and delivered by GTFFC and Green Tree, and are the valid and
binding obligations of GTFFC and Green Tree enforceable against GTFFC
and Green Tree in accordance with their respective terms, except that
(A) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (B) such
enforcement may be limited by general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).
(v) None of the transfer of the Receivables to the Trust, the
issue and sale of the Certificates or the consummation of the
transactions contemplated herein nor the fulfillment of the terms
hereof or of the Designated Agreements will, to the best of such
counsel's knowledge, conflict with or constitute a breach of, or
default under, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which GTFFC or Green Tree is a
party or by which either of them may be bound or to which the property
or assets of either of them are subject (which contracts, indentures,
mortgages, loan agreements, notes, leases and other such instruments
have been identified by GTFFC and Green Tree to such counsel), nor
will such action result in any violation of the provisions of the
certificate of incorporation or by-laws of GTFFC or Green Tree or, to
the best of such counsel's knowledge, any order or regulation known to
such counsel to be applicable to GTFFC or Green Tree of any state or
federal court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over GTFFC or Green Tree.
(vi) The Certificates have been duly authorized and, when
executed and authenticated as specified in the Pooling and Servicing
Agreement and delivered and, in the case of the Offered Certificates,
paid for pursuant to this Agreement and the Terms Agreement, will be
duly issued and entitled to the benefits of the Pooling and Servicing
Agreement.
(vii) The Receivables are either "chattel paper", "accounts" or
"general intangibles" under the UCC. The Purchase Agreement creates,
in favor of GTFFC, a valid security interest (as such term is defined
in Section 1-201 of the UCC) in the Receivables now existing and
hereafter created that are either chattel paper or accounts, which
security interest, if characterized as a transfer for security, will
secure the "Secured Obligations" (as defined in the Pooling and
Servicing Agreement) and, in the case of Receivables that are general
intangibles, is effective to transfer Green Tree's ownership interest
in such Receivables to GTFFC. The Pooling and Servicing Agreement
creates, in favor of the Trustee for the benefit of the
Certificateholders, a valid security interest (as such term is defined
in Section 1-201 of the UCC) in the Receivables now existing and
hereafter created, which security interest, if characterized as a
transfer for security, will secure the "Secured Obligations" (as
defined in the Pooling and
9
<PAGE>
Servicing Agreement), and, in the case of Receivables that are general
intangibles, is effective to transfer GTFFC's ownership interest in
such Receivables to the Trustee. The perfection and the effect of
perfection or nonperfection of the ownership or security interests in
the Receivables created pursuant to the Purchase Agreement or the
Pooling and Servicing Agreement will be governed by the laws of the
State of Minnesota. The UCC-1 financing statements are in appropriate
form for filing with the Secretary of State of Minnesota. Upon the
filing of the UCC-1 financing statements in the office of the
Secretary of State of Minnesota, GTFFC will have a perfected ownership
interest in the Receivables, which ownership interest shall have
priority over any other security interest in the Receivables, and the
Trustee will have a perfected ownership or security interest in the
Receivables, which ownership or security interest shall have priority
over any other security interest in the Receivables. In rendering such
opinion, such counsel may take customary exceptions acceptable to you.
(viii) To the best of such counsel's knowledge, no filing or
registration with or notice to or consent, approval, authorization or
order of any Minnesota or federal court or governmental authority or
agency is required to be obtained by GTFFC or Green Tree for the
consummation by GTFFC or Green Tree of the transactions contemplated
by this Agreement, the Terms Agreement or the Designated Agreements,
except such as may be required under the 1933 Act or the Regulations,
or state securities or Blue Sky laws.
(ix) The Registration Statement is effective under the 1933 Act
and, to the best of such counsel's knowledge and information, no stop
order suspending the effectiveness of the Registration Statement has
been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission.
(x) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended.
(xi) To the best of such counsel's knowledge, there are no
contracts or documents which are required to be filed as exhibits to
the Registration Statement pursuant to the 1933 Act or the Regulations
thereunder which have not been so filed or incorporated by reference.
(xii) The statements in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent that they constitute
statements of law or legal conclusions as to the likely outcome of
material issues under the federal income tax laws, have been prepared
or reviewed by such counsel and are correct in all material respects.
(xiii) The Trust created by the Pooling and Servicing Agreement
is not, and will not as a result of the offer and sale of the Offered
Certificates as contemplated in the Prospectus and in this Agreement
become, an "investment company" as such term is defined in the 1940
Act.
10
<PAGE>
(xiv) The statements in the Prospectus under the caption
"Description of the Offered Certificates," insofar as such statements
purport to summarize certain terms of the Certificates and the Pooling
and Servicing Agreement, constitute a fair and accurate summary of
such documents.
(xv) The statements in the Prospectus under the headings "Risk
Factors--The insolvency of Green Tree or the Transferor could delay or
reduce distributions to you or could accelerate distributions to you,"
"Certain Legal Aspects of the Receivables--Certain Matters Relating to
Bankruptcy" and "Employee Benefit Plan Considerations," to the extent
that they constitute statements of law or legal conclusions with
respect thereto, have been reviewed by such counsel and are correct in
all material respects.
(xvi) The Certificates, the Designated Agreements and the
Underwriting Agreement conform in all material respects to the
descriptions thereof contained in the Prospectus.
(xvii) The Registration Statement and the Prospectus (other than
the financial statements and other financial, statistical and
numerical information included therein, as to which no opinion need be
rendered) as of their respective effective or issue dates, complied as
to form in all material respects with the requirements of the 1933 Act
and the Regulations thereunder.
(xviii) The execution, delivery and performance by GTFFC or Green
Tree of the Designated Agreements do not require the consent or
approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of any federal, state or other
governmental agency or authority which has not previously been
effected.
(xix) To such counsel's knowledge, there are no pending or
overtly threatened lawsuits or claims against GTFFC or Green Tree or
relating to the transactions contemplated by this Agreement or the
Designated Agreements which, if adversely determined, would have a
materially adverse effect on the transactions contemplated by this
Agreement and the Designated Agreements.
Such counsel shall deliver to you such additional opinions addressing the
transfer by Green Tree to GTFFC and the transfer by GTFFC to the Trust of each
of its right, title and interest in and to the Receivables and other property
included in the Trust on the Closing Time as may be reasonably required by the
Rating Agencies rating the Offered Certificates.
Such counsel shall state that it has participated in conferences with
officers and other representatives of GTFFC and Green Tree, your counsel,
representatives of the independent accountants for GTFFC and Green Tree and you
at which the contents of the Registration Statement and the Prospectus were
discussed and, although such counsel is not passing upon and does not assume
responsibility for, the factual accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except as
stated in paragraphs (xii), (xiv), (xv) and (xvi) above) and has made no
independent check or verification
11
<PAGE>
thereof for the purpose of rendering this opinion, on the basis of the
foregoing, nothing has come to their attention that leads such counsel to
believe that the Registration Statement, when it became effective, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that the Registration Statement and the Prospectus on the date of this
Agreement and the Terms Agreement contained, and the Prospectus at Closing Time
contains, any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that such
counsel need express no view with respect to the financial statements, schedules
and other financial, statistical and numerical data included in or incorporated
by reference into the Registration Statement or the Prospectus.
Such counsel may state that they are admitted to practice only in the State
of Minnesota, that they are not admitted to the Bar in any other State and are
not experts in the law of any other State and to the extent that the foregoing
opinions concern the laws of any other State such counsel may rely upon the
opinion of counsel satisfactory to you and admitted to practice in such
jurisdiction. Any opinions relied upon by such counsel as aforesaid shall be
addressed to you and shall be delivered together with the opinion of such
counsel, which shall state that such counsel believes that their reliance
thereon is justified.
(2) The favorable opinion, dated as of the applicable Closing Time, of
Brian F. Corey, Senior Vice President, General Counsel and Secretary to
Green Tree, as Servicer of the Receivables, in form and substance
satisfactory to you and your counsel, to the effect that:
(i) There are no pending or threatened litigation or
administrative proceeding of or before any court, tribunal or
governmental agency, authority or body or any arbitrator which, if
adversely determined, would have a material adverse effect on the
financial condition of GTFFC or Green Tree.
(ii) Each of GTFFC and Green Tree is qualified to do business,
and is in good standing, as a foreign corporation in each U.S.
jurisdiction in which the character of the business owned or leased by
it makes such qualification necessary, except where the failure to be
so qualified would not have a material adverse effect on the financial
condition of Green Tree.
(iii) Each of GTFFC and Green Tree possesses all material
licenses, certificates, authorities or permits issued by the
appropriate state or federal regulatory agencies or bodies necessary
to conduct the business now conducted by it and as described in the
Prospectus, except to the extent that the failure to have such
licenses, certificates, authorities or permits does not have a
material adverse effect on the Receivables or the Certificates or the
financial condition of GTFFC or Green Tree, and neither GTFFC nor
Green Tree has received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authority
or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would materially and
adversely affect the conduct of its business, operations or financial
condition.
12
<PAGE>
(iv) At the time of the transfer of the Receivables to GTFFC,
Green Tree owned the Receivables free and clear of any lien, security
interest, charge or other interests of others, except such liens as
are permitted under the Pooling and Servicing Agreement.
(3) The favorable opinion of counsel to the Trustee, dated as of the
Closing Time, addressed to you and in form and scope satisfactory to your
counsel, to the effect that:
(i) The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Trustee and is enforceable against the
Trustee in accordance with its terms, subject to customary and usual
exceptions.
(ii) The Trustee has full power and authority to execute and
deliver the Pooling and Servicing Agreement and to perform its
obligations thereunder.
(iii) To the best of such counsel's knowledge, there are no
actions, proceedings or investigations pending or threatened against
or affecting the Trustee before or by any court, arbitrator,
administrative agency or other governmental authority which, if
adversely decided, would materially and adversely affect the ability
of the Trustee to carry out the transactions contemplated in the
Pooling and Servicing Agreement.
(iv) No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body
of the jurisdiction of incorporation of the Trustee is required for
the execution, delivery or performance by the Trustee of the Pooling
and Servicing Agreement.
In rendering such opinion, such counsel may rely, as to matters of fact, to
the extent deemed proper and stated therein, on certificates of responsible
officers of the Trustee or public officials.
(4) The favorable opinion, dated as of the Closing Time, of counsel
for the Underwriters with respect to the issue and sale of the
Certificates, the Registration Statement, this Agreement, the Prospectus
and other related matters as you may require.
(c) You shall have received from Dorsey & Whitney LLP, special counsel for
GTFFC, an opinion, dated as of the Closing Time and satisfactory in form and
substance to the Representative and to counsel to the Underwriters, to the
effect that the Offered Certificates will be characterized for Minnesota income
and franchise tax purposes as indebtedness secured by the Receivables and
Certificateholders not otherwise subject to taxation in Minnesota will not be
subject to tax in respect of the Offered Certificates.
(d) At the Closing Time you shall have received a certificate of the
President or a Vice President of each of GTFFC and Green Tree, dated as of such
Closing Time, to the effect that (i) the representations and warranties of each
of GTFFC and Green Tree contained in Section 1 are true and correct with the
same force and effect as though such Closing Time were the Representation Date;
(ii) GTFFC or Green Tree, as applicable, has complied in all material
13
<PAGE>
respects with all the agreements and satisfied all the conditions on its part to
be performed or satisfied under this Agreement at or prior to the Closing Time;
(iii) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been initiated or, to
GTFFC's or Green Tree's knowledge, threatened by the Commission as of the
Closing Time; and (iv) nothing has come to such person's attention that would
lead such person to believe that the Prospectus contains an untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(e) You shall have received from KPMG Peat Marwick LLP, or other
independent certified public accountants acceptable to you, a letter, dated as
of the Closing Time, delivered at such time, in the form heretofore agreed to.
(f) At the Closing Time you shall have received, addressed to you, any
additional opinions delivered by counsel pursuant to the request of the Rating
Agencies rating the Offered Certificates.
(g) The Representative shall have received facsimile confirmation from a
filing service that (i) a copy of the UCC-1 financing statement on Form UCC-1
has been filed with the Secretary of State of the State of Minnesota with
respect to the transfer of the Receivables by Green Tree to GTFFC pursuant to
the Purchase Agreement, identifying the Receivables as collateral and naming
Green Tree as debtor and GTFFC as the secured party and (ii) a copy of the UCC-1
financing statement on Form UCC-1 has been filed with the Secretary of State of
the State of Minnesota with respect to the transfer of the Receivables by GTFFC
to the Trustee pursuant to the Pooling and Servicing Agreement, identifying the
Receivables as collateral and naming GTFFC as debtor and the Trustee as the
secured party.
(h) At the Closing Time, counsel for the Underwriters shall have been
furnished with such documents and opinions as they reasonably may require for
the purpose of enabling them to pass upon the issuance and sale of the Offered
Certificates as herein contemplated and the related proceedings or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions herein contained; and
all proceedings taken by GTFFC and Green Tree in connection with the issuance
and sale of the Certificates as herein contemplated shall be satisfactory in
form and substance to you and counsel for the Underwriters.
(i) As of the Closing Time, each of the Designated Agreements will have
been duly authorized, executed and delivered by, and will constitute a legal,
valid and binding obligation of, and will be enforceable against each of GTFFC
and Green Tree, in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally, and as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).
(j) At the Closing Time, Standard & Poor's Ratings Services, A Division of
The McGraw-Hill Companies, Inc. shall have delivered a letter to GTFFC stating
that the Class A Certificates are rated "AAA" and the Class B Certificates are
rated "A" and Moody's Investor Service, Inc. shall have delivered a letter to
GTFFC stating that the Class A Certificates are rated
14
<PAGE>
"Aaa" and the Class B Certificates are rated "A3" and Fitch IBCA, Inc. shall
have delivered a letter to GTFFC stating that the Class A Certificates are rated
"AAA" and the Class B Certificates are rated "AA-."
If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, this Agreement and the Terms Agreement may
be terminated by you by notice to GTFFC at any time at or prior to the Closing
Time, and such termination shall be without liability of any party to any other
party except as provided in Section 5.
SECTION 5. Payment of Expenses. Green Tree will pay all expenses incident
to the performance of the obligations of GTFFC or Green Tree under this
Agreement, including without limitation those related to (i) the filing of the
Registration Statement and all amendments thereto, (ii) the printing and
delivery to the Underwriters, in such quantities as you may reasonably request,
of copies of this Agreement, the Terms Agreement, any agreements among
underwriters and selling agreements and the Underwriters' questionnaires and
powers of attorney, (iii) the preparation, issuance and delivery of the Offered
Certificates to the Underwriters, (iv) the fees and disbursements of GTFFC's and
Green Tree's counsel and accountants, (v) the qualification of the Offered
Certificates under securities and Blue Sky laws and the determination of the
eligibility of the Offered Certificates for investment in accordance with the
provisions of Section 3(g), including filing fees, and the fees and
disbursements of your counsel in connection therewith and in connection with the
preparation of any Blue Sky Survey and Legal Investment Survey, (vi) the
printing and delivery to the Underwriters, in such quantities as you may
reasonably request, hereinafter stated, of copies of the Registration Statement
and Prospectus and all amendments and supplements thereto, and of any Blue Sky
Survey and Legal Investment Survey, (vii) the printing and delivery to the
Underwriters, in such quantities as you may reasonably request, of copies of the
Pooling and Servicing Agreement, (viii) the fees charged by the Rating Agencies
for rating the Offered Certificates, (ix) the fees and expenses incurred in
connection with the listing of the Offered Certificates on any securities
exchange, (x) the fees and expenses, if any, incurred with respect to the
National Association of Securities Dealers, Inc., including the fees and
disbursements of counsel for you in connection therewith and (xi) the fees and
expenses of the Trustee and its counsel.
If this Agreement and the Terms Agreement is terminated by you in
accordance with the provisions of Section 4 or Section 9(i) hereof, Green Tree
shall reimburse you for all reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.
SECTION 6. Indemnification. (a) GTFFC and Green Tree, jointly and
severally, agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus (or
any amendment or supplement
15
<PAGE>
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, unless such
untrue statement or omission or alleged untrue statement or omission was
made in reliance upon and in conformity with written information furnished
to GTFFC by any Underwriter through the Representative expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, (A) if such
settlement is effected with the written consent of GTFFC, or (B) if such
settlement is effected without the written consent of GTFFC more than 30
days after receipt by GTFFC of a notice from the Underwriters,
substantially reflecting the proposed terms of such settlement, to which
GTFFC has not responded prior to the date such settlement is effected; and
(iii) against any and all expenses whatsoever (including the fees and
disbursements of counsel chosen by you), reasonably incurred in
investigating, preparing to defend or defending against any litigation,
investigation or proceeding by any governmental agency or body commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, to the extent that any such expense is not paid under (i) or (ii)
above, which expenses shall be reimbursed as they are incurred.
This indemnity agreement will be in addition to any liability which either
GTFFC or Green Tree may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless each
of GTFFC and Green Tree, each director of GTFFC and Green Tree, each of GTFFC's
officers who signed the Registration Statement, and each person, if any, who
controls either GTFFC or Green Tree within the meaning of Section 15 of the 1933
Act against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section, but only with respect
to untrue statements or omissions or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to GTFFC by any Underwriter through the
Representative expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability that such Underwriter
may otherwise have.
(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it with respect to which indemnity may be
sought hereunder, although failure to so notify an indemnifying party shall not
relieve it from any liability that it may have otherwise than on account of this
indemnity agreement. In addition, no indemnifying party shall, without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld or unreasonably delayed), settle or compromise or consent
to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of
16
<PAGE>
which indemnification or contribution could be sought, unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability in respect of which indemnification could be sought
hereunder which arises out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party. An
indemnifying party may participate at its own expense in the defense of such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses of more than one counsel (in addition to local counsel) for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.
SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, GTFFC and Green Tree
on the one hand, and the Underwriters on the other, shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by GTFFC and Green Tree and
one or more of the Underwriters (i) in such proportion as shall be appropriate
to reflect the relative benefit received by the Underwriters, as represented by
the percentage that the Underwriting discount or discounts on the cover of the
Prospectus bears to the initial public offering price or prices as set forth
thereon, and GTFFC and Green Tree, as applicable, shall be responsible for the
balance; or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
benefit referred to in clause (i) above but also the relative fault of GTFFC and
Green Tree, as applicable, on the one hand and the Underwriters on the other
with respect to statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations, provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation and, provided further, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price of the
Offered Certificates purchased by such Underwriter pursuant to the Terms
Agreement exceeds the amount of any damages which such Underwriter has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. For purposes of this Section, each person, if
any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as the Underwriters and each
director of GTFFC and Green Tree, each officer of GTFFC who signed the
Registration Statement, and each person, if any, who controls GTFFC or Green
Tree within the meaning of Section 15 of the 1933 Act shall have the same rights
to contribution as GTFFC and Green Tree.
SECTION 8. Representations, Warranties and Agreements to survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of Officers of GTFFC or Green Tree submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of any
termination of this Agreement, or any investigation made by or on behalf of the
Underwriters or controlling person thereof, or by or on behalf of GTFFC or Green
Tree and shall survive delivery of any Offered Certificates to the Underwriters.
17
<PAGE>
SECTION 9. Termination of Agreement. The Representative may terminate this
Agreement and the Terms Agreement, immediately upon notice to GTFFC, at any time
at or prior to the Closing Time (i) if there has been, since the date of the
Terms Agreement or since the respective dates as of which information is given
in the Registration Statement or the Prospectus, any change, or any development
involving a prospective change in, or affecting, the condition, financial or
otherwise, earnings, affairs or business of GTFFC or Green Tree whether or not
arising in the ordinary course of business, which in your judgment would
materially impair the market for, or the investment quality of, the Offered
Certificates, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or if there has occurred any outbreak of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of the
Representative, impracticable to market the Offered Certificates or enforce
contracts for the sale of the Offered Certificates, or (iii) if trading in any
securities of Green Tree has been suspended or limited by the Commission or the
New York Stock Exchange, or if trading generally on either the New York Stock
Exchange or the American Stock Exchange has been suspended, or minimum or
maximum prices for securities have been required, by either of said exchanges or
by order of the Commission or any other governmental authority, or if a banking
moratorium has been declared by either Federal, Minnesota or New York
authorities. In the event of any such termination, (A) the covenants set forth
in Section 3 with respect to the offering of the Offered Certificates shall
remain in effect so long as the Underwriters own any Offered Certificates
purchased pursuant to the Terms Agreement, and (B) the covenant set forth in
Section 3(c), the provisions of Section 5, the indemnity agreement set forth in
Section 6, the contribution provisions set forth in Section 7, and the
provisions of Sections 8 and 13 shall remain in effect.
SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters participating in the offering of the Offered Certificates shall
fail at the Closing Time to purchase the Offered Certificates which it or they
are obligated to purchase hereunder and under the Terms Agreement (the
"Defaulted Certificates"), then the Representative shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Certificates in such amounts as may be agreed upon and upon the
terms herein set forth. If, however, you have not completed such arrangements
within such 24-hour period, then:
(1) if the aggregate principal amount of Defaulted Certificates does
not exceed 10% of the aggregate principal amount of the Offered
Certificates to be purchased pursuant to such Terms Agreement, the
non-defaulting Underwriters shall be obligated to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all such non-defaulting
Underwriters, or
(2) if the aggregate principal amount of Defaulted Certificates
exceeds 10% of the aggregate principal amount of the Certificates to be
purchased pursuant to such Terms Agreement, the Terms Agreement shall
terminate, without any liability on the part of any non-defaulting
Underwriters.
18
<PAGE>
No action taken pursuant to this Section shall relieve any defaulting
Underwriters from liability with respect to any default of such Underwriters
under this Agreement and the Terms Agreement.
In the event of a default by any Underwriters as set forth in this Section,
either the Representative or GTFFC shall have the right to postpone the Closing
Time for a period of time not exceeding seven days in order that any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements may be effected.
SECTION 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to you at the respective addresses set forth on
the first page hereof, attention of the Syndicate Department. Notices to GTFFC
shall be directed to Green Tree Floorplan Funding Corp., 500 Landmark Towers,
345 St. Peter Street, Saint Paul, Minnesota, 55102-1639, Attention of the
Secretary, with a copy to the Treasurer. Notices to Green Tree shall be directed
to Green Tree Financial Corporation, 1100 Landmark Towers, 345 St. Peter Street,
Saint Paul, Minnesota 55102-1639, attention of the Secretary, with a copy to the
Treasurer.
SECTION 12. Parties. This Agreement and the Terms Agreement shall inure to
the benefit of and be binding upon you, GTFFC, Green Tree and each Underwriter
who becomes a party to this Agreement and the Terms Agreement, and their
respective successors. Nothing expressed or mentioned in this Agreement or the
Terms Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 6 and 7, and their heirs and legal representatives any legal or
equitable right, remedy or claim under or with respect to this Agreement or the
Terms Agreement or any provision herein or therein contained. This Agreement and
the Terms Agreement and all conditions and provisions hereof or thereof are
intended to be for the sole and exclusive benefit of the parties and their
respective successors and said controlling persons and officers and directors
and their heirs and legal representatives (to the extent of their rights as
specified herein and therein) and for the benefit of no other person, firm or
corporation. No purchaser of Offered Certificates from any Underwriter shall be
deemed to be a successor by reason merely of such purchase.
SECTION 13. Governing Law and Time. This Agreement and the Terms Agreement
shall be governed by the laws of the State of New York. Specified times of day
refer to New York City time.
SECTION 14. Counterparts. This Agreement and the Terms Agreement may be
executed in counterparts, each of which shall constitute an original of any
party whose signature appears on it, and all of which shall together constitute
a single instrument.
SECTION 15. Representations and Warranties of the Underwriters. Each of the
Underwriters represents and warrants as of the date hereof, as of the
Representation Date and as of the Closing Time as follows:
19
<PAGE>
(a) Such Underwriter has not offered or sold and, prior to the expiry
of the period of six months from the Closing Date, such Underwriter will
not offer or sell any Class A or Class B Certificates to persons in the
United Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulation 1998;
(b) Such Underwriter has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect to anything done
by it in relation to the Class A or Class B Certificates in, from or
otherwise involving the United Kingdom; and
(c) Such Underwriter has only issued or passed on and will only issue
or pass on in the United Kingdom any document received by it in connection
with the issue of the Class A or Class B Certificates to a person who is of
a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1995, or is a person to whom
such document may otherwise lawfully be issued or passed on.
20
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement between you, GTFFC
and Green Tree in accordance with its terms.
Very truly yours,
GREEN TREE FLOORPLAN FUNDING CORP.
By /s/ Phyllis A. Knight
------------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President
and Treasurer
GREEN TREE FINANCIAL CORPORATION
By /s/ Phyllis A. Knight
------------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED, as of
the date first above written:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By /s/ Robert M. DiOrio
-----------------------------------
Name: Robert M. DiOrio
Title: Director
J.P. MORGAN SECURITIES INC.
By /s/ James Pomposelli
-----------------------------------
Name: James Pomposelli
Title: Vice President
DEUTSCHE BANK SECURITIES INC.
By /s/ Vijay S. Radhakishun
-----------------------------------
Name: Vijay S. Radhakishun
Title: Director
By /s/ David S. Bondy
-----------------------------------
Name: David S. Bondy
Title: Director
21
<PAGE>
$605,500,000
(Floating Rate) Floorplan Receivable Trust Certificates,
Series 1999-1, Class A
and
$31,500,000
(Floating Rate) Floorplan Receivable Trust Certificates,
Series 1999-1, Class B
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
TERMS AGREEMENT
---------------
Dated: October 1, 1999
To: Green Tree Financial Corporation, ("GreenTree"),
Green Tree Floorplan Funding Corp. ("GTFFC")
Re: Underwriting Agreement dated October 1, 1999
Terms of the Certificates:
- - - --------------------------
Original
Principal Certificate
Amount Rate
--------- -----------
Class A $605,500,000 the lesser of (i) one-month LIBOR
determined as of the second LIBOR
business day prior to the relevant
Interest Accrual Period plus 0.35%
per annum or (ii) the Net
Receivables Rate
Class B $31,500,000 the lesser of (i) one-month LIBOR
determined as of the second LIBOR
business day prior to the relevant
Interest Accrual Period plus 0.65%
per annum or (ii) the Net
Receivables Rate
<PAGE>
Servicer:
- - - ---------
Green Tree Financial Corporation (in such capacity, the "Servicer")
Purchase Price:
- - - ---------------
The purchase price payable by the Underwriters for the Class A Certificates
is 99.80% of the principal amount of the Class A Certificates plus accrued
interest, if any, at the Class A Certificate Rate from October 4, 1999. Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") shall purchase
$454,125,000 principal amount of the Class A Certificates, J.P. Morgan
Securities Inc. ("J.P. Morgan") shall purchase $75,687,500 principal amount of
the Class A Certificates and Deutsche Bank Securities Inc. ("Deutsche Bank")
shall purchase $75,687,500 principal amount of the Class A Certificates.
The purchase price payable by the Underwriters for the Class B Certificates
is 99.70% of the principal amount of the Class B Certificates plus accrued
interest, if any, at the Class B Certificate Rate from October 4, 1999. Merrill
Lynch shall purchase $31,500,000 principal amount of the Class B Certificates.
Underwriting Commission:
- - - ------------------------
Notwithstanding anything to the contrary in the Underwriting Agreement, no
additional underwriting commission shall be payable by GTFFC to the Underwriters
in connection with the purchase of the Offered Certificates.
Public Offering price (exclusive of any accrued interest) at which the
Underwriters will initially sell the Offered Certificates:
Class A 100.00%
Class B 100.00%
Closing Date and Location:
- - - --------------------------
On or about October 4, 1999, offices of Dorsey & Whitney LLP, 220 South
Sixth Street, Minneapolis, Minnesota 55402.
2
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement between you, GTFFC
and Green Tree in accordance with its terms.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By /s/ Robert M. DiOrio
-----------------------------------
Name: Robert M. DiOrio
Title: Director
J.P. MORGAN SECURITIES INC.
By /s/ James Pomposelli
-----------------------------------
Name: James Pomposelli
Title: Vice President
DEUTSCHE BANK SECURITIES INC.
By /s/ Vijay S. Radhakishun
-----------------------------------
Name: Vijay S. Radhakishun
Title: Director
By /s/ David S. Bondy
-----------------------------------
Name: David S. Bondy
Title: Director
ACCEPTED:
GREEN TREE FINANCIAL CORPORATION
By: /s/ Phyllis A. Knight
--------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President
and Treasurer
GREEN TREE FLOORPLAN FUNDING CORP.
By: /s/ Phyllis A. Knight
--------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President
and Treasurer
3
<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 1999-1 Certificateholders
----------
SERIES 1999-1 SUPPLEMENT
Dated as of September 1, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1995
----------
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
$605,500,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class A
$31,500,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class B
$40,250,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class C
$28,000,000 Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class D
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation......................................................1
SECTION 2. Definitions......................................................1
SECTION 3. Optional Repurchase..............................................19
SECTION 4. Delivery and Payment for the Series 1999-1 Certificates..........19
SECTION 5. Form of Delivery of Series 1999-1 Certificates...................19
SECTION 6. Article IV of Agreement..........................................19
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS................19
Section 4.4 Rights of Certificateholders................................19
Section 4.5 Collections and Allocation; Payments on Exchangeable
Transferor Certificate......................................20
Section 4.6 Determination of Monthly Interest for the Series
1999-1 Certificates.........................................21
Section 4.7 Determination of Principal Amounts..........................23
Section 4.8 Shared Principal Collections................................26
Section 4.9 Application of Funds on Deposit in the Collection Account
for the Certificates........................................26
Section 4.10 Coverage of Required Amount for the Series 1999-1
Certificates................................................34
Section 4.11 Payment of Certificate Interest.............................34
Section 4.12 Payment of Certificate Principal............................34
Section 4.13 Investor Charge-Off.........................................35
Section 4.14 Reallocated Principal Collections for the Series 1999-1
Certificates................................................36
Section 4.15 Determination of LIBOR......................................37
Section 4.16 Determination of Accumulation Period Length.................38
Section 4.17 Pre-Funding Account.........................................38
Section 4.18 Withdrawals from the Pre-Funding Account....................39
-i-
<PAGE>
SECTION 7. Article V of the Agreement.......................................40
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS............................40
Section 5.1 Distributions................................................40
Section 5.2 Certificateholders' Statement................................41
SECTION 8. Series 1999-1 Pay Out Events.....................................43
SECTION 9. Series 1999-1 Termination........................................44
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer of
Series 1999-1 Certificates; Tax Treatment........................44
SECTION 11. Additional Restrictions on Transfers of Class C Certificates;
Withholding Requirements; Tax Treatment..........................48
SECTION 12. Ratification of Agreement........................................51
SECTION 13. Counterparts.....................................................51
SECTION 14. GOVERNING LAW....................................................51
SECTION 15. Instructions in Writing..........................................51
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 Representation Letter and Certification
-ii-
<PAGE>
SERIES 1999-1 SUPPLEMENT, dated as of September 1, 1999 (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 and amended by Amendment No. 1 thereto
dated as of March 11, 1998 (as amended and 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 1999-1 Certificates." The Series 1999-1
Certificates shall be issued in four Classes, which shall be designated
generally as the Floating Rate Floorplan Receivable Trust Certificates, Series
1999-1, Class A (the "Class A Certificates"), the Floating Rate Floorplan
Receivable Trust Certificates, Series 1999-1, Class B (the "Class B
Certificates"), the Floating Rate Floorplan Receivable Trust Certificates,
Series 1999-1, Class C (the "Class C Certificates") and the Floating Rate
Floorplan Receivable Trust Certificates, Series 1999-1, Class D (the "Class D
Certificates"). The Series 1999-1 Certificates shall be paired with the Series
1996-2 Certificates, in the manner and to the extent provided herein.
SECTION 2. Definitions. In the event that any term or provision contained
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern
with respect to the Series 1999-1 Certificates. All Article, Section or
subsection references herein shall mean Article, Section or subsections of the
Agreement, as amended or supplemented by this Series Supplement, except as
otherwise provided herein. All capitalized terms not otherwise defined herein
are defined in the Agreement. Each capitalized term defined herein shall relate
only to the Series 1999-1 Certificates and no other Series of Certificates
issued by the Trust.
"ABC Fixed/Floating Allocation Percentage" means, for any Business Day, the
percentage equivalent of a fraction, the numerator of which is the sum of the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the sum of the aggregate amount of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
<PAGE>
"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 July
2002 Monthly Period if the Accumulation Period Length is four months, the first
day of the August 2002 Monthly Period if the Accumulation Period Length is three
months, the first day of the September 2002 Monthly Period if the Accumulation
Period Length is two months, and the first day of the October 2002 Monthly
Period if the Accumulation Period Length is one month; provided, however, if the
Accumulation Period Length has been determined to be less than four months and,
after such determination, any outstanding Series enters into an early
amortization period, the Accumulation Period Commencement Date shall be the
earlier of (x) the date on which such other outstanding Series entered its early
amortization period and (y) the Accumulation Period Commencement Date as
previously determined.
"Accumulation Period Length" means the one, two, three or four month(s)
period determined on June 13, 2002, 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 June 13, 2002 (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 June 13, 2002 (after
giving effect to all changes therein on such date) of all other outstanding
Series whose respective revolving periods are not scheduled to end before the
last day of the October 2002 Monthly Period.
"Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
"Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
"Additional Interest" means, at any time of determination, the sum of Class
A Additional Interest, Class B Additional Interest, Class C Additional Interest
and Class D Additional Interest.
"Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate, the Class B Certificate Rate, the Class C Certificate Rate and
the Class D Certificate Rate, plus (ii) 2% per annum.
"Carryover Class A Interest" means (a) any Class A Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class A Additional
Interest.
"Carryover Class B Interest" means (a) any Class B Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class B Additional
Interest.
-2-
<PAGE>
"Carryover Class C Interest" means (a) any Class C Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class C Additional
Interest.
"Carryover Class D Interest" means (a) any Class D Monthly Interest due but
not paid on any previous Distribution Date plus (b) any Class D Additional
Interest.
"Cash Equivalents" mean, unless otherwise provided in this Series
Supplement, (a) negotiable instruments or securities represented by instruments
in bearer or registered form which evidence (i) obligations of or fully
guaranteed by the United States of America; (ii) time deposits, promissory
notes, or certificates of deposit of any depositary institution or trust
company; provided, however, that at the time of the Trust's investment or
contractual commitment to invest therein, the certificates of deposit or
short-term deposits of such depositary institution or trust company shall have a
credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch
of F-1+ if rated by Fitch; (iii) commercial paper having, at the time of the
Trust's investment or contractual commitment to invest therein, a rating from
Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated
by Fitch; (iv) banker's acceptances issued by any depositary institution or
trust company described in clause (a)(ii) above; and (v) investments in money
market funds rated AAA-m or AAA-mg by Standard & Poor's, Aaa by Moody's and AAA
by Fitch if rated by Fitch or otherwise approved in writing by Moody's, Standard
& Poor's and Fitch; (b) time deposits and demand deposits in the name of the
Trust or the Trustee in any depositary institution or trust company referred to
in clause (a)(ii) above; (c) securities not represented by an instrument that
are registered in the name of the Trustee or its nominee (which may not be Green
Tree or an Affiliate) upon books maintained for that purpose by or on behalf of
the issuer thereof and identified on books maintained for that purpose by the
Trustee as held for the benefit of the Trust or the Certificateholders, and
consisting of (x) shares of an open end diversified investment company which is
registered under the Investment Company Act which (i) invests its assets
exclusively in obligations of or guaranteed by the United States of America or
any instrumentality or agency thereof having in each instance a final maturity
date of less than one year from their date of purchase or other Cash
Equivalents, (ii) guarantees to maintain a constant net asset value per share,
(iii) has aggregate net assets of not less than $100,000,000 on the date of
purchase of such shares and (iv) which each Rating Agency designates in writing
will not result in a withdrawal or downgrading of its then current rating of any
Series rated by it or (y) Eurodollar time deposits of a depository institution
or trust company that are rated A-1+ by Standard & Poor's, P-1 by Moody's and
F-1+ by Fitch if rated by Fitch; provided, however, that at the time of the
Trust's investment or contractual commitment to invest therein, the Eurodollar
deposits of such depositary institution or trust company shall have a credit
rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch of
F-1+ if rated by Fitch; and (d) any other investment if each Rating Agency
confirms in writing that such investment will not adversely affect its then
current rating of the Investor Certificates. Cash Equivalents may be purchased
by or through the Trustee or any of its Affiliates.
"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 0.35% per annum or (ii) the
applicable Net Receivables Rate.
-3-
<PAGE>
"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
1999-1 Certificateholders' 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, for 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 $605,500,000.
"Class A Interest Shortfall" shall have the meaning specified in subsection
4.6(a).
"Class A Invested Amount" means an amount equal to
(a) the initial principal balance of the Class A Certificates, minus
(i) the Class A Percentage of the Pre-Allocated Invested Amount, plus (ii)
the Class A Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class A Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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
-4-
<PAGE>
(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).
"Class A Scheduled Payment Date" means the Distribution Date in November
2002.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus 0.65% per annum or (ii) the
applicable Net Receivables Rate.
-5-
<PAGE>
"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
1999-1 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, for 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 $31,500,000.
"Class B Interest Shortfall" shall have the meaning specified in subsection
4.6(b).
"Class B Invested Amount" for any date means an amount equal to
(a) the initial principal balance of the Class B Certificates, minus
(i) the Class B Percentage of the Pre-Allocated Invested Amount, plus (ii)
the Class B Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class B Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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
-6-
<PAGE>
(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 1999-1 Investor Certificates
remaining after payments have been made to the Class A Certificates on such
Distribution Date, the Distribution Date following the Distribution Date on
which the Class A Invested Amount is paid in full and (c) the Distribution Date
following a sale or repurchase of the Receivables as set forth in Sections
2.4(d), 9.2, 10.2, 12.1 or 12.2 of the Agreement and Section 3 of this Series
Supplement.
"Class B Required Amount" means the amount determined by the Servicer on
each Business Day in a Monthly Period equal to the excess, if any, of
(x) the sum of (i) Class B Monthly Interest for the prior Monthly
Period, (ii) any Class B Monthly Interest due but not paid on any previous
Distribution Date plus any Class B Additional Interest previously due but
not paid
-7-
<PAGE>
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 December
2002.
"Class C Additional Interest" shall have the meaning specified in
subsection 4.6(c).
"Class C Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus 0.95% per annum or (ii) the
applicable Net Receivables Rate.
"Class C Certificateholder" means the Person in whose name a Class C
Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" means the portion of the Series
1999-1 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, for 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.
"Class C Initial Invested Amount" means the aggregate initial principal
amount of the Class C Certificates, which is $40,250,000.
-8-
<PAGE>
"Class C Interest Shortfall" shall have the meaning specified in subsection
4.6(c).
"Class C Invested Amount" for any date means an amount equal to
(a) the initial principal balance of the Class C Certificates, minus
(i) the Class C Percentage of the Pre-Allocated Invested Amount, plus (ii)
the Class C Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class C Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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 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 Monthly Interest" means the interest distributable in respect of
the Class C Certificates as calculated in accordance with subsection 4.6(c).
"Class C Percentage" means the percentage derived from the fraction the
numerator of which is the Class C Invested Initial Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.
"Class C Pre-Funded Amount" means the product of the Pre-Funded Amount and
the Class C Percentage.
-9-
<PAGE>
"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 1999-1 Investor
Certificates remaining after payments have been made to the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class B Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in the
Pooling and Servicing Agreement and the 1999-1 Series Supplement.
"Class C Required Amount" means the amount determined by the Servicer on
each Business Day in a Monthly Period equal to the excess, if any, of (x) the
sum of (i) if the Class A Certificates and Class B Certificates have been
reduced to zero, interest accrued on the Class C Certificates for the prior
Monthly Period, (ii) if the Class A Certificates and Class B Certificates have
been reduced to zero, any interest due on the Class C Certificates but not paid
on any previous Distribution Date plus any Class C Additional Interest
previously due but not paid to the Class C Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class C Floating Allocation Percentage of the Servicing
Fee for the prior Monthly Period and (iv) the Class C Floating Allocation
Percentage of the Investor Default Amount, to the extent not previously paid,
for any Business Day in the prior Monthly Period over (y) the Series Available
Interest Collections plus any Excess Interest Collections from other Series
allocated with respect to the amounts described in clauses (x)(i) through (iv).
"Class D Additional Interest" shall have the meaning specified in
subsection 4.6(d).
"Class D Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus 0.95% per annum or (ii) the
applicable Net Receivables Rate.
"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
1999-1 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, for 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.
-10-
<PAGE>
"Class D Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.
"Class D Incremental Invested Amount" means, for any Monthly Period, the
product of (a) a fraction, the numerator of which the Invested Amount (exclusive
of the Class D Incremental Invested Amount) on the last day of the immediately
preceding Monthly Period and the denominator of which is the Pool Balance on
such last day, times (b) the Overconcentration Amount for the Distribution Date
related to such Monthly Period.
"Class D Initial Invested Amount" means the aggregate initial principal
amount of the Class D Certificates (exclusive of the Class D Incremental
Invested Amount), which is $28,000,000.
"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, minus
(c) in the Monthly Period in which occurs the Distribution Date on
which the Invested Amount of the Series 1996-2 Certificates is reduced to
zero, $5,250,000, and for any Monthly Period thereafter, zero, plus
(d) any Additional Class D Invested Amount, minus
(e) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus
(f) 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
(g) the aggregate amount of Reallocated Class D Principal Collections
for all prior Distribution Dates, plus
(h) 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
(f) and (g).
-11-
<PAGE>
"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 1999-1 Investor
Certificates remaining after payments have been made to the Class C Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class C Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in Pooling
and Servicing Agreement and the 1999-1 Series Supplement.
"Class D Subaccount" means a subaccount of the Excess Funding Account, into
which Principal Collections allocable to Class D Certificates will be deposited
during any Early Amortization Period.
"Controlled Accumulation Amount" means the quotient derived from dividing
the Class A Invested Amount as of the Distribution Date in June 2002(after
giving effect to any changes therein on such date) by the Accumulation Period
Length.
"Controlled Accumulation Period" means, with respect to the Series 1999-1
Certificates, unless a Pay Out Event shall have occurred with respect to such
Series prior thereto, the period commencing on the Accumulation Period
Commencement Date and ending upon the earliest to occur of (i) the commencement
of the Early Amortization Period, (ii) payment in full to the Investor
Certificateholders of the Invested Amount, and (iii) the Series 1999-1
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.
"Distribution Date" means the 13th day of each month, or if such day is not
a Business Day, the next succeeding Business Day, beginning November 15, 1999.
"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 1999-1 Termination Date.
"Enhancement" means, with respect to the Class A Certificates, the
subordination of the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount, with
-12-
<PAGE>
respect to the Class B Certificates, the subordination of the Class C Invested
Amount and the Class D Invested Amount, and with respect to the Class C
Certificates, the subordination of the Class D Invested Amount.
"Excess Interest Collections" means, with respect to any Business Day, as
the context requires, either (x) the amount described in subsection 4.9(a)(xiv)
allocated to the Series 1999-1 Certificates but available to cover shortfalls in
amounts paid from Interest Collections for other Series, if any, or (y) the
aggregate amount of Interest Collections allocable to other Series in excess of
the amounts necessary to make required payments with respect to such Series, if
any, and available to cover shortfalls with respect to the Series 1999-1
Certificates.
"Fixed/Floating Allocation Percentage" means, for any Business Day, the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount or the
Class D Invested Amount, respectively, at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the Pool
Balance (plus amounts, if any, on deposit in the Excess Funding Account) at the
end of the preceding Business Day and (b) the sum of the numerators used to
calculate allocation percentages with respect to Principal Collections for all
Series.
"Floating Allocation Percentage" means for any Business Day, the sum of the
Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage, the Class C Floating Allocation Percentage and the Class D Floating
Allocation Percentage.
"Full Invested Amount" shall mean $700,000,000.
"Funding Period" shall mean the period from and including the Series 1999-1
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 January 2000
Monthly Period.
"Initial Invested Amount" means the aggregate initial principal amount of
the Investor Certificates of Series 1999-1 less the Pre-Allocated Invested
Amount, or $407,818,320.31.
"Initial Pre-Funded Amount" shall mean $243,023,317.23.
"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 1999-1 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 1999-1.
-13-
<PAGE>
"Investor Certificates" means the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates.
"Investor Charge-Off" means the sum of the Class A Investor Charge-Off, the
Class B Investor Charge-Off, the Class C Investor Charge-Off and the Class D
Investor Charge-Off.
"Investor Default Amount" means, with respect to each Business Day, an
amount equal to the product of the Floating Allocation Percentage applicable for
such Business Day and the principal amount (exclusive of the portion thereof
allocable to the Discount Factor, if any) of Defaulted Receivables identified
since the prior Business Day.
"Investor Percentage" means for any Business Day, (a) with respect to
Interest Receivables and Defaulted Receivables at any time or Principal
Receivables during the Revolving Period, the Floating Allocation Percentage and
(b) with respect to Principal Receivables during the Controlled Accumulation
Period or Early Amortization Period, the Fixed/Floating Allocation Percentage.
"LIBOR" means, for any Interest Accrual Period, the London interbank
offered quotations for one-month Dollar deposits on the related LIBOR
Determination Date determined by the Trustee in accordance with the provisions
of Section 4.15.
"LIBOR Determination Date" means, for any Interest Accrual Period following
the initial Interest Accrual Period, the second Business Day prior to the
commencement of the second and each subsequent Interest Accrual Period. With
respect to the initial Interest Accrual Period, the Trustee will determine LIBOR
on September 30, 1999 for the period from October 4, 1999 up to but excluding
November 15, 1999. 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.
"Manufacturer Overconcentration" on any Distribution Date shall mean, the
excess of (a) the aggregate of all amounts of Principal Receivables in Accounts
created pursuant to Floorplan Agreements with a single Manufacturer on the last
day of the Monthly Period immediately preceding such Distribution Date that are
covered by a Floorplan Agreement with such Manufacturer over (b) 10% of the
total Principal Receivables on the last day of such immediately preceding
Monthly Period. Certain Manufacturers may be subject to a higher percentage
limit acceptable to each Rating Agency without any reduction or withdrawal of
its rating of Certificates rated by such Rating Agency, but in no case higher
than 20%. Notwithstanding the above, 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 Certificates rated by such Rating
Agency (but which may involve an adjustment, upward or downward, of certain
Invested Amounts).
"Minimum Aggregate Principal Receivables" means the sum of all numerators
used to calculate the allocation percentages with respect to Principal
Collections for all Series.
-14-
<PAGE>
"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 1999-1
Certificates.
"Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if any)
collected during such Monthly Period and the denominator of which is the average
daily aggregate Receivables balance (without deducting therefrom the discount
portion, if any) for such Monthly Period.
"Monthly Period" shall have the meaning specified in the Agreement, except
that the first Monthly Period with respect to the Series 1999-1 Certificates
shall begin on and include October 4, 1999.
"Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Series 1999-1 Certificateholders' Interest during each Monthly Period, which
will be equal to one-twelfth of the product of (x) the Servicing Fee Rate per
annum and (y) the Invested Amount on the first day of such Monthly Period or, in
the case of the first Distribution Date, the initial principal amount of the
Series 1999-1 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 the Pre-Allocated Invested Amount 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 1% per annum if Green Tree
or an affiliate is the Servicer, or 2% per annum if Green Tree or an affiliate
is not the Servicer, unless the Servicing Fee has been waived for such Monthly
Period.
"Paying Agent" means, for the Series 1999-1 Certificates, Norwest Bank
Minnesota, National Association and Banque Generale du Luxembourg.
"Period Length Determination Date" means the Determination Date immediately
preceding the June 2002 Distribution Date and each Determination Date thereafter
until the Controlled Accumulation Period commences.
-15-
<PAGE>
"Pre-Allocated Invested Amount" means, on any date, the Initial Pre-Funded
Amount plus the amount in the Series 1996-2 Principal Account on the Series
1999-1 Issuance Date, or $297,431,679.69.
"Pre-Funded Amount" shall mean (a) the Initial Pre-Funded Amount, minus (b)
the amount withdrawn from the Pre-Funding Account 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).
"Pre-Funding Account" means the account established and maintained pursuant
to subsection 4.17(a).
"Principal Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments in the Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.
"Principal Investment Proceeds" means investment earnings (net of
investment losses and expenses) on funds on deposit in the Principal Account
during the Controlled Accumulation Period.
"Principal Shortfalls" means the amounts representing scheduled or
permitted principal distributions to certificateholders and deposits to
principal funding accounts, if any, for any Series that have not been covered
out of the Principal Collections allocable to such Series and certain other
amounts.
"Product Line Overconcentration" on any Distribution Date means the excess
of (a) the aggregate of all amounts of Principal Receivables in the Accounts
that represent financing for a single product line (other than Asset-Based
Receivables and Receivables that represent financing for manufactured housing)
on the last day of the Monthly Period immediately preceding such Distribution
Date over (b) 5% for marine products, 25% for recreational vehicles, 10% for
lawn and garden equipment, and 10% for any other products in total, of the total
Principal Receivables on the last day of such immediately preceding Monthly
Period. Notwithstanding the above, in the case of each such Overconcentration,
the percentage in clause (b) for such Overconcentration may be increased or
decreased by the Transferor, without the consent of any Certificateholder, to a
level acceptable to each Rating Agency without any reduction or withdrawal of
its rating of any Certificates rated by it (but which may involve an adjustment,
upward or downward, of certain Invested Amounts).
"Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Green Tree Financial Corporation.
"Qualified Institution" means a depository institution or trust company,
which may include the Trustee, organized under the laws of the United States or
any one of the states thereof, which at all items has a certificate of deposit
rating of P-1 by Moody's, of A-1+ by
-16-
<PAGE>
Standard & Poor's, of F-1+ by Fitch if rated by Fitch or long-term unsecured
debt obligation (other than such obligation the rating of which is based on
collateral or on the credit of a person other than such institution or trust
company) rating of Aaa by Moody's, of AAA by Standard & Poor's, and of AAA by
Fitch if rated by Fitch and deposit insurance provided by the FDIC, or a
depository institution, which may include the Trustee, which is acceptable to
the Rating Agencies; provided, however, that no such rating shall be required of
an institution which shall have corporate trust powers and which maintains the
Collection Account, any principal account, any interest funding account or any
other account maintained for the benefit of Certificateholders as a fully
segregated trust account with the trust department of such institution which is
rated at least Baa3 by Moody's.
"Rating Agency" means each of Standard & Poor's Rating Services, a Division
of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), Moody's Investors
Service, Inc. ("Moody's") and Fitch IBCA, Inc. ("Fitch").
"Reallocated Class B Principal Collections" shall have the meaning
specified in subsection 4.14(c).
"Reallocated Class C Principal Collections" shall have the meaning
specified in subsection 4.14(b).
"Reallocated Class D Principal Collections" shall have the meaning
specified in subsection 4.14(a).
"Reallocated Principal Collections" means the sum of Reallocated Class B
Principal Collections, Reallocated Class C Principal Collections and Reallocated
Class D Principal Collections.
"Reference Banks" shall mean three major banks in the London interbank
market selected by the Servicer to determine and provide LIBOR on the basis of
quotations of the offered rates for one-month United States dollar deposits
following the LIBOR Determination Date.
"Required Amount" shall have the meaning specified in Section 4.10.
"Revolving Period" with respect to Series 1999-1 means the period from and
including the Series 1999-1 Issuance Date to, but not including, the earlier of
(a) the commencement of the Controlled Accumulation Period and (b) the
occurrence of a Pay Out Event.
"Series 1999-1" means the Series of the Green Tree Floorplan Receivables
Master Trust represented by the Series 1999-1 Certificates.
"Series 1999-1 Certificateholder" means the holder of record of any Series
1999-1 Certificate.
"Series 1999-1 Certificateholders' Interest" shall have the meaning
specified in Section 4.4.
-17-
<PAGE>
"Series 1999-1 Issuance Date" means October 4, 1999.
"Series 1999-1 Pay Out Event" shall have the meaning specified in Section 8
of this Series Supplement.
"Series 1999-1 Termination Date" means the earlier of (i) the date in which
the final distribution of principal and interest on the Series 1999-1
Certificates is made and (ii) the November 2004 Distribution Date.
"Series Available Interest Collections" shall have the meaning specified in
Section 4.9(a).
"Servicing Fee Rate" means 2.00% per annum.
"Shared Principal Collections" means, as the context requires, either (a)
the amount allocated to the Series 1999-1 Investor Certificates which, in
accordance with subsections 4.9(b) and 4.9(c)(v) of the Agreement, may be
applied in accordance with Section 4.3(e) of the Agreement or (b) the amounts
allocated to the investor certificates (other than Transferor Retained
Certificates) of other Series which the applicable Supplements for such Series
specify are to be treated as "Shared Principal Collections" and which may be
applied as principal with respect to the Series 1999-1 Certificates.
"Targeted Holder" shall mean each holder of a right to receive interest or
principal with respect to the Class C Certificates (or other interests in the
Trust), other than Certificates (or other such interests) with respect to which
an opinion is rendered that such Certificates (or other such interests) will be
treated as debt for federal income tax purposes, and any holder of a right to
receive any amount in respect of the Exchangeable Transferor Certificate;
provided, that any Person holding more than one interest each of which would
cause such Person to be a Targeted Holder shall be treated as a single Targeted
Holder.
"Termination Payment Date" means the earlier of the first Distribution Date
following the liquidation or sale of the Receivables as a result of an
Insolvency Event and the occurrence of the Series 1999-1 Termination Date.
"Transfer" shall have the meaning specified in subsection 11(a) of this
Series Supplement.
"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 1999-1,
the Class D Certificates, which the Transferor retains, but only to the extent
that and for so long as the Transferor is the Holder of such Certificates.
-18-
<PAGE>
"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 1999-1 Certificates shall be
subject to termination by the Transferor at its option, in accordance with the
terms specified in subsection 12.2(a) of the Agreement, on any Distribution Date
on or after the Distribution Date on which the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount is reduced
to an amount less than or equal to 20% of the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount. The deposit required in connection with any such termination
and final distribution shall be equal to the sum of the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount plus accrued and
unpaid interest on the Class A Certificates, Class B Certificates and Class C
Certificates through the day prior to the Distribution Date on which the final
distribution occurs.
SECTION 4. Delivery and Payment for the Series 1999-1 Certificates. The
Transferor shall execute and deliver the Series 1999-1 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 1999-1 Certificates to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of the Agreement.
It is a condition to the issuance of the Class A Certificates that they be rated
"AAA" by Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch. It is a
condition to the issuance of the Class B Certificates that they be rated at
least "A" by Standard & Poor's, "A3" by Moody's and "AA-" by Fitch. It is a
condition to the issuance of the Class C Certificates that they be rated at
least "BBB" by Fitch.
SECTION 5. Form of Delivery of Series 1999-1 Certificates. The Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates shall be delivered as Registered Certificates as provided in
Section 6.1 of the Agreement. The Class C Certificates and the Class D
Certificates shall not be represented by Book-Entry Certificates pursuant to
Section 6.10.
SECTION 6. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 of the
Agreement shall read in their entirety as provided in the Agreement. Article IV
of 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 1999-1
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.4 Rights of Certificateholders. The Series 1999-1 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 1999-1 Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Allocation Percentage and the
-19-
<PAGE>
Fixed/Floating Allocation Percentage (as applicable from time to time) of
Collections available in the Collection Account, (b) funds allocable to the
Series 1999-1 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 1999-1 Certificateholders'
Interest"). The Class B Invested Amount, the Class C Invested Amount and the
Class D Invested Amount shall be subordinated to the Class A Certificates, the
Class C Invested Amount and the Class D Invested Amount shall be subordinated to
the Class B Certificates, and the Class D Invested Amount shall be subordinated
to the Class C Certificates, in each case to the extent provided in this Article
IV. The Class B Certificates will not have the right to receive payments of
principal until the Class A Invested Amount has been paid in full. The Class C
Certificates will not have the right to receive payments of principal until the
Class A Invested Amount and the Class B Invested Amount have been paid in full.
The Class D Certificates will not have the right to receive payments of
principal until the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount have been paid in full.
Section 4.5 Collections and Allocation; Payments on Exchangeable Transferor
Certificate.
(a) Collections. The Servicer will apply or will instruct the Trustee to
apply all funds on deposit in the Collection Account and the Excess Funding
Account (including the Class D Subaccount) allocable to the Series 1999-1
Certificates, and all funds on deposit in the Interest Funding Account, the
Principal Account, the Distribution Account 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 1999-1 Certificates, and the
Servicer shall allocate and pay Collections in accordance with the Daily Report
with respect to such Business Day to the Holder of the Exchangeable Transferor
Certificate as follows:
(i) For each Business Day with respect to the Revolving Period, in
addition to amounts allocated and paid to the Holder of the Exchangeable
Transferor Certificate or pursuant to subsection 4.3(b) of the Agreement,
an amount equal (x) to the product of the Class D Floating Allocation
Percentage and the amount of Principal Collections on such Business Day,
minus (y) the Reallocated Class D Principal Collections;
(ii) For each Business Day with respect to the Controlled Accumulation
Period or Early Amortization Period, prior to the Business Day on which an
amount equal to the Class C Invested Amount has been deposited in the
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
-20-
<PAGE>
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 1999-1
Certificates.
(a) The amount of monthly interest (the "Class A Monthly Interest")
allocable to the Class A Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class A Certificate
Rate, (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,
(ii) such Class A Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
Class A Certificateholders only to the extent permitted by applicable law.
-21-
<PAGE>
(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 Class B Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders, equal to the product of (i) the Class B Certificate Rate,
(ii) such Class B Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or distributed to
Class B Certificateholders only to the extent permitted by applicable law.
(c) The amount of monthly interest (the "Class C Monthly Interest")
allocable to the Class C Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class C Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class C Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class C Certificates) and,
after the Funding Period, the Class C 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 C Interest Shortfall") equal to the
excess, if any, of (x) the Class C Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class C Additional Interest") shall be
payable as provided herein with respect to the Class C Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class C Interest Shortfall is paid to Class C
Certificateholders, equal to the product of (i) the Class C Certificate Rate,
(ii) such Class C Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class C Additional Interest shall be payable or distributed to
Class C Certificateholders only to the extent permitted by applicable law.
-22-
<PAGE>
(d) The amount of monthly interest (the "Class D Monthly Interest")
allocable to the Class D Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class D Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class D Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class D Certificates) and,
after the Funding Period, the Class D Invested Amount at the close of business
on the first day of such Interest Accrual Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "Class D Interest Shortfall") equal to the
excess, if any, of (x) the Class D Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class D Certificateholders in respect of interest on such
Distribution Date. If there is a Class D Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class D Additional Interest") shall be
payable as provided herein with respect to the Class D Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class D Interest Shortfall is paid to Class D
Certificateholders, equal to the product of (i) the Class D Certificate Rate,
(ii) such Class D Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class D Additional Interest shall be payable or distributed to
Class D Certificateholders only to the extent permitted by applicable law.
Section 4.7 Determination of Principal Amounts.
(a) The amount of principal (the "Class A Principal") with respect to the
Class A Certificates for each Distribution Date during the Controlled
Accumulation Period or Early Amortization Period shall be equal to an amount
calculated as follows: the sum of
(i) an amount equal to the product of the ABC Fixed/Floating
Allocation Percentage and the aggregate amount of Principal Collections
(less the amount of Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections) with respect to the preceding
Monthly Period,
(ii) any amount on deposit in the Excess Funding Account (exclusive of
amounts, if any, in the Class D Subaccount) allocated to the Class A
Certificates pursuant to subsection 4.9(d) of the Agreement, and any amount
on deposit in the Pre-Funding Account (exclusive of any investment
earnings) allocated to the Class A Certificates pursuant to Section 4.18,
with respect to the preceding Monthly Period,
(iii) the amount, if any, allocated to the Class A Certificates
pursuant to subsections 4.9(a)(iv), (vi), (viii) and (ix) of the Agreement
and, with respect to such subsections, pursuant to subsections 4.10(a) and
(b) and 4.14(a), (b) and (c) of the Agreement, and
-23-
<PAGE>
(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 1999-1 Termination Date, the
Class A Principal shall be an amount equal to the Class A Invested Amount.
(b) The amount of principal (the "Class B Principal") 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 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, Class B
Principal may not exceed the Class B Invested Amount; provided, further, that
with respect to the Series 1999-1 Termination Date, the Class B Principal shall
be an amount equal to the Class B Invested Amount.
-24-
<PAGE>
(c) The amount of principal (the "Class C Principal") with respect to the
Class C Certificates for each Distribution Date beginning on or after the Class
C Principal Commencement Date shall equal an amount calculated as follows: the
sum of
(i) an amount equal to the product of the ABC Fixed/Floating
Allocation Percentage and the aggregate amount of Principal Collections
(less the amount of Reallocated Class C Principal Collections) with respect
to the preceding Monthly Period (or, in the case of the first Distribution
Date following the date on which an amount equal to the Class B Invested
Amount is deposited in the Principal Account to be applied to the payment
of Class B Principal, the ABC Fixed/Floating Allocation Percentage of
Principal Collections from the date on which such deposit is made),
(ii) any amounts on deposit in the Excess Funding Account (other than
the Class D Subaccount) allocated to the Class C Certificates pursuant to
subsection 4.9(d) of the Agreement, and any amount on deposit in the
Pre-Funding Account (exclusive of any investment earnings) allocated to the
Class C Certificates pursuant to Section 4.18, with respect to the
preceding Monthly Period,
(iii) the amount, if any, allocated to the Class C Certificates
pursuant to subsections 4.9(a)(iv) and (ix) of the Agreement with respect
to such Distribution Date and
(iv) the amount of Shared Principal Collections allocated to the Class
C Certificates with respect to the preceding Monthly Period pursuant to
Section 4.8 of the Agreement on and after the Class C Principal
Commencement Date;
provided, however, that with respect to any Distribution Date, Class C Principal
may not exceed the Class C Invested Amount; provided, further, that with respect
to the Series 1999-1 Termination Date, the Class C Principal shall be an amount
equal to the Class C Invested Amount.
(d) The amount of principal (the "Class D Principal") 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 which such deposit is made),
-25-
<PAGE>
(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 1999-1 Termination Date, the
Class D Principal shall be an amount equal to the Class D Invested Amount.
Section 4.8 Shared Principal Collections. Shared Principal Collections
allocated to the Series 1999-1 Certificates and to be applied pursuant to
subsections 4.9(c)(i)(y), 4.9(c)(ii)(y), 4.9(c)(iii)(y) and 4.9(c)(iv)(z) for
any Business Day with respect to the Controlled Accumulation Period shall mean
an amount equal to the product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the numerator of which is the
Principal Shortfall for the Series 1999-1 Certificates for such Business Day and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect to the Revolving
Period, Shared Principal Collections allocated to the Series 1999-1 Certificates
shall be zero.
Section 4.9 Application of Funds on Deposit in the Collection Account for
the Certificates.
(a) On each Business Day, the Servicer shall deliver to the Trustee a Daily
Report in which it shall instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions, shall withdraw, to the extent of
the amount of the Floating Allocation Percentage of Interest Collections
available in the Collection Account and net investment earnings on amounts in
the Pre-Funding Account (the "Series Available Interest Collections"), the
amounts required to be withdrawn from the Collection Account pursuant to
subsections 4.9(a)(i) through 4.9(a)(xiv).
(i) Class A Interest. On each Business Day during a Monthly Period,
the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and deposit into the Interest
Funding Account for distribution on the next Distribution Date to the Class
A Certificateholders, to the extent of the Series Available Interest
Collections for such Business Day, an amount equal to the lesser of (x) the
Series Available Interest Collections and (y) the excess of (1) the sum of
Class A Monthly Interest and Carryover Class A Interest over (2) any
amounts with respect 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.
-26-
<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 Certificateholders only to the extent
permitted by applicable law.
(iii) Monthly Servicing Fee. On each Business Day on which Green Tree
or an Affiliate of Green Tree is not the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of any
Series Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) and (ii), an amount equal to
the lesser of (x) any such remaining Series Available Interest Collections
and (y) the excess of (i) the Monthly Servicing Fee for such Monthly Period
plus any unpaid Monthly Servicing Fees from prior Monthly Periods over (ii)
any amounts with respect thereto previously distributed to the Servicer
during such Monthly Period.
(iv) ABC Investor Default Amount. On each Business Day, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Collection Account, to the extent of any Series Available 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 Series Available
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
-27-
<PAGE>
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 during the Controlled Accumulation Period
prior to the date on which an amount equal to the Class C Invested Amount
has been deposited in the Principal Account, (B) to the extent allocated to
Class D Principal pursuant to Section 4.7 during the Controlled
Accumulation Period or the Early Amortization Period following the date on
which an amount equal to the Class C Invested Amount has been deposited in
the Principal Account, deposited in the Principal Account for distribution
to the Class D Certificateholders on the next Distribution Date and (C)
during the Early Amortization Period prior to the date on which an amount
equal to the Class C Invested Amount has been deposited in the Principal
Account, 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-Offs,
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 date on which an amount equal to
the Class A Invested Amount is deposited in the Principal Account, to be
deposited in the Principal Account for distribution to the Class A
Certificateholders on the next Distribution Date.
(vii) Unpaid Class B Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class B Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (vi), an amount equal to the lesser of (x)
any such remaining Series Available Interest Collections and (y) the sum of
(1) the amount of interest which has accrued with respect to the
outstanding aggregate principal amount of the Class B Certificates at the
Class B Certificate Rate but which has not been deposited into the Interest
Funding Account with respect to the Class B Certificateholders and (2) any
additional interest (to the extent permitted by applicable law) at the
Class B Certificate Rate accrued on interest that was due during a prior
Monthly Period pursuant to this
-28-
<PAGE>
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 date on which an amount equal to the Class A Invested
Amount has been deposited in the Principal Account, to be deposited in the
Principal Account for distribution to the Class A Certificateholders on the
next Distribution Date, and (iii) during the Controlled Accumulation Period
or Early Amortization Period, on and after the date on which an amount
equal to the Class A Invested Amount has been deposited in the Principal
Account, but prior to the date on which an amount equal to the Class B
Invested Amount has been deposited in the Principal Account, to be
deposited in the Principal Account for payment to the Class B
Certificateholders on the next Distribution Date.
(ix) Reimbursement of Class C Investor Charge-Off. On each Business
Day, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of any Series
Available Interest Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.9(a)(i) through (viii), an amount
equal to the lesser of (x) any such remaining Series Available Interest
Collections and (y) the unreimbursed amount by which the Class C Invested
Amount has been reduced on prior Business Days pursuant to clauses (c) and
(d) of the definition of Class C Invested Amount, if any, such amount, (i)
during the Revolving Period, to be treated as Shared Principal Collections,
(ii) during the Controlled Accumulation Period or Early Amortization Period
but prior to the date on which an amount equal to the Class A Invested
Amount has been deposited in the Principal Account, to be deposited in the
Principal Account for distribution to the Class A Certificateholders on the
next Distribution Date, (iii) during the Controlled Accumulation Period or
Early Amortization Period, on and after the date on which an amount equal
to the Class A Invested Amount has been deposited in the Principal Account,
but prior to the date on which an amount equal to the Class B Invested
Amount has been deposited in the Principal Account, to be deposited in the
Principal Account for distribution to the Class B Certificateholders on the
next Distribution Date and (iv) on and after the date on which an amount
equal to the Class B Invested Amount has been deposited in the Principal
Account, to be deposited in the Principal Account for payment to the Class
C Certificateholders on the next Distribution Date.
-29-
<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 date on which an amount equal to the Class C Invested
Amount has been 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 date on
which an amount equal to the Class C Invested Amount has been deposited in
the Principal Account, and to be available to be applied as Reallocated
Class D Principal Collections and (iii) during the Controlled Accumulation
Period on and after the date on which an amount equal to the Class C
Invested Amount has been deposited in the Principal Account, deposited in
the Principal Account for payment to the Class D Certificateholders.
(xi) Unpaid Class C Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class C Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (x), an amount equal to the lesser of (x) any
such remaining Series Available Interest Collections and (y) the excess of
(1) the sum of the Class C Monthly Interest and Carryover Class C Interest
over (2) any amounts with respect thereto previously deposited into the
Interest Funding Account on any prior Business Day during such Monthly
Period. Notwithstanding anything to the contrary herein, the portion of
Carryover Class C Interest that constitutes Class C Additional Interest
shall be payable or distributable to Class C Certificateholders only to the
extent permitted by applicable law.
(xii) Unpaid Class D Interest. On each Business Day, the Trustee,
acting in accordance with the instructions from the Servicer, shall
withdraw from the Collection Account and deposit in the Interest Funding
Account for distribution to the Class D Certificateholders on the next
Distribution Date, to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (xi), an amount equal to the lesser of (x)
any such remaining Series Available Interest Collections and (y) the excess
of (1) the sum of the Class D Monthly Interest and Carryover Class D
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 D
-30-
<PAGE>
Interest that constitutes Class D Additional Interest shall be payable or
distributable to Class D Certificateholders only to the extent permitted by
applicable law.
(xiii) Monthly Servicing Fee. On each Business Day, if Green Tree or
an Affiliate of Green Tree is the Servicer, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the extent of Series
Available Interest Collections for such Business Day remaining after giving
effect to the withdrawals pursuant to subsections 4.9(a)(i) through (xii),
the Monthly Servicing Fee accrued since the preceding Business Day plus any
Monthly Servicing Fee due with respect to any prior Business Day but not
distributed to the Servicer.
(xiv) Excess Interest Collections. Any amounts remaining in the
Collection Account to the extent of any Series Available Interest
Collections remaining after giving effect to the withdrawals pursuant to
subsections 4.9(a)(i) through (xiii), shall be treated as Excess Interest
Collections, and the Servicer shall direct the Trustee in writing on each
Business Day to withdraw such amounts from the Collection Account and to
first make such amounts available to pay to Certificateholders of other
Series to the extent of shortfalls, if any, in amounts payable to such
certificateholders from Interest Collections allocated to such other
Series, then to pay any unpaid commercially reasonable costs and expenses
of a Successor Servicer, if any, and then pay any remaining Excess Interest
Collections to the Transferor.
(b) For each Business Day with respect to the Revolving Period, the funds
on deposit in the Collection Account to the extent of the product of (i) the sum
of the Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage and the Class C Floating Allocation Percentage and (ii) Principal
Collections with respect to such Business Day (less the amount of Reallocated
Class C Principal Collections and Reallocated Class B Principal Collections on
such Business Day) will be treated as Shared Principal Collections and applied,
pursuant to the written direction of the Servicer in the Daily Report for such
Business Day, as provided in Section 4.3(e) of the Agreement.
(c) For each Business Day on and after the Accumulation Period Commencement
Date or the commencement of the Early Amortization Period, the amount of funds
on deposit in the Collection Account, the Excess Funding Account 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
-31-
<PAGE>
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 Series Available Interest Collections and from amounts available
pursuant to subsections 4.10(a) and (b) and subsections 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 1999-1 Certificates in
accordance with Section 4.8 on such Business Day, will be deposited into
the Principal Account;
(ii) on and after the day on which an amount equal to the Class A
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class A Principal, an amount (not in excess of the Class
B Invested Amount) equal to the sum of (v) an amount equal to the product
of the ABC Fixed/Floating Allocation Percentage and Principal Collections
in the Collection Account at the end of the preceding Business Day (less
the amount thereof to be applied as Reallocated Class B Principal
Collections or Reallocated Class C Principal Collections on such Business
Day), (w) any amount on deposit in the Excess Funding Account allocated to
the Class B Certificates on such Business Day pursuant to subsection 4.9(d)
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 Series Available Interest Collections and from amounts
available pursuant to subsections 4.10(a) and (b) and subsections 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 1999-1
Certificates in accordance with Section 4.8 on such Business Day (such sum,
the "Class B Daily Principal Amount") will be deposited into the Principal
Account;
(iii) on and after the day on which an amount equal to the Class B
Invested Amount has been deposited in the Principal Account to be applied
to the payment of Class B Principal, an amount (not in excess of the Class
C Invested Amount) equal to the sum of (v) an amount equal to the product
of the ABC Fixed/Floating Allocation Percentage and Principal Collections
in the Collection Account at the end of the preceding Business Day (less
the amount thereof to be applied as Reallocated Class C Principal
Collections on such Business Day), (w) any amount on deposit in the Excess
Funding Account allocated to the Class C Certificates on such Business Day
pursuant to subsection 4.9(d) 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 Series Available 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 1999-1
-32-
<PAGE>
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 Series Available
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 1999-1
Certificates in accordance with Section 4.8 on such Business Day (such sum,
the "Class D Daily Principal Amount") will be distributed to the Class D
Certificateholders; and
(v) notwithstanding subsections 4.9(c)(i), (ii), (iii) and (iv), an
amount equal to the excess, if any, of (A) the sum of the amounts described
in clauses (i)(v) and (x), (ii)(v) and (x) and (iii)(v) and (x) above over
(B) the Class A Principal, Class B Principal and Class C Principal,
respectively, for the related Distribution Date will be treated as Shared
Principal Collections and applied as provided in subsection 4.3(e) of the
Agreement.
(d) On the first Business Day of the Controlled Accumulation Period or
Early Amortization Period, funds on deposit in the Excess Funding Account
(exclusive of amounts, if any, in the Class D Subaccount) will be deposited in
the Principal Account. Such amounts will be allocated in the following order of
priority: (i) to the Class A Certificates in an amount not to exceed the Class A
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
1999-1 Certificates will be deposited in the Principal Account in an amount not
to exceed the Class D Invested Amount after subtracting therefrom any amounts to
be deposited in the Principal Account with respect thereto pursuant to
subsections 4.9(c)(iv)(w), (x), (y) and (z).
-33-
<PAGE>
Section 4.10 Coverage of Required Amount for the Series 1999-1
Certificates.
(a) To the extent that any amounts are on deposit in the Excess Funding
Account on any Business Day, and because no Interest Collections or Principal
Collections will be allocated to the Pre-Allocated Invested Amount until Series
1996-2 has been paid in full, the Servicer shall apply Transferor Interest
Collections in an amount equal to the sum of the Negative Carry Amount and the
Principal Funding Investment Shortfall, if any, for such Business Day and any
prior Business Day in respect of which such amounts have not been covered
pursuant to this sentence in the manner specified for application of Series
Available Interest Collections in subsections 4.9(a)(i) through (xiii).
(b) To the extent that on any Business Day payments are being made pursuant
to any of subsections 4.9(a)(i) through (xiii), respectively, and the full
amount to be paid pursuant to any such subsection receiving payments on such
Business Day is not paid in full on such Business Day, the Servicer shall apply
all or a portion of the Excess Interest Collections from other Series with
respect to such Business Day allocable to the Series 1999-1 Certificates in an
amount equal to the excess of the full amount to be allocated or paid pursuant
to the applicable subsection over the amount applied with respect thereto from
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 1999-1 Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess Interest
Collections available from all other Series for such Business Day 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 1999-1 Certificates and deposit such amount in the Distribution
Account. On each Distribution Date, the Paying Agent shall pay in accordance
with Section 5.1 to (w) the Class A Certificateholders from the Distribution
Account such amount deposited into the Distribution Account on the related
Transfer Date allocable thereto pursuant to subsection 4.9(a)(i), (x) the Class
B Certificateholders from the Distribution Account the amount deposited into the
Distribution Account allocable thereto pursuant to subsections 4.9(a)(ii) and
(vii), (y) the Class C Certificateholders from the Distribution Account the
amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xi), and (z) the Class D Certificateholders from the Distribution Account
the amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xii).
Section 4.12 Payment of Certificate Principal.
(a) On the Transfer Date preceding the Class A Scheduled Payment Date with
respect to the Controlled Accumulation Period or each Distribution Date with
respect to the Early Amortization Period, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in
-34-
<PAGE>
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
lesser of the Class B Principal for such Distribution Date and the amount on
deposit in the Principal Account (after giving effect to the transfer pursuant
to subsection 4.12(a)). On the Class B Principal Commencement Date, after the
payment of any principal amounts to the Class A Certificates on such day, and on
each Distribution Date thereafter until the Class B Invested Amount is paid in
full, the Paying Agent shall pay in accordance with Section 5.1 to the Class B
Certificateholders from the Distribution Account such amount deposited into the
Distribution Account on the related Transfer Date.
(c) On the Transfer Date preceding the Class C Principal Commencement Date
and each Distribution Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account an
amount equal to the lesser of the Class C Principal for such Distribution Date
and the amount on deposit in the Principal Account (after giving effect to
transfers pursuant to subsections 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
1999-1 Certificates, after the Class D Invested Amount has been paid in full,
will be treated as Shared Principal Collections and applied in accordance with
Section 4.3(e) of the Agreement.
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
-35-
<PAGE>
Principal Collections applied with respect thereto pursuant to Section 4.14 of
the Agreement, the Class D Invested Amount will be reduced by the amount by
which the remaining aggregate Investor Default Amount exceeds the amount applied
with respect thereto during such preceding Monthly Period (a "Class D Investor
Charge-Off").
(b) In the event that any such reduction of the Class D Invested Amount
would cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C Invested Amount will be
reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the aggregate Investor Default Amount for
such Monthly Period (a "Class C Investor Charge-Off").
(c) In the event that any such reduction of the Class C Invested Amount
would cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and the Class B Invested Amount will be
reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class B Investor Charge-Off").
(d) In the event that any such reduction of the Class B Invested Amount
would cause the Class B Invested Amount to be a negative number, the Class B
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 1999-1
Certificates.
(a) On each Business Day, the Servicer will determine the amount equal to
the least of (i) the Class D Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class D Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
with respect to such Business Day and (iii) an amount equal to the sum of (a)
the remaining Class A Required Amount, if any, with respect to the prior Monthly
Period, (b) the remaining Class B Required Amount, if any, with respect to the
prior Monthly Period and (c) the remaining Class C Required Amount, if any, with
respect to the prior Monthly Period (such amount called "Reallocated Class D
Principal Collections") and shall apply Principal Collections in an amount equal
to such amount first to the components of the Class A Required Amount, then to
the components of the Class B Required Amount and then to the components of the
Class C Required Amount in the same priority as amounts are applied to such
components from Series Available Interest Collections pursuant to subsection
4.9(a).
(b) On each Business Day, the Servicer will determine the amount equal to
the least 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
-36-
<PAGE>
Monthly Period (such amount called "Reallocated Class C Principal Collections")
and shall apply Principal Collections in an amount equal to such amount first to
the remaining components of the Class A Required Amount and then to the
remaining components of the Class B Required Amount in the same priority as
amounts are applied to such components from Series Available Interest
Collections pursuant to subsection 4.9(a).
(c) On each Business Day, the Servicer will determine the amount equal to
the least 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") and shall apply Principal Collections equal to such amount to the
remaining components of the Class A Required Amount in the same priority as
amounts are applied to such components from Series Available Interest
Collections pursuant to subsection 4.9(a).
Section 4.15 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine LIBOR on
the basis of the rate for deposits in United States dollars for a period equal
to the relevant Interest Accrual Period which appears on Telerate Page 3750 as
of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for the LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to the
relevant Interest Accrual Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that LIBOR Determination
Date shall be the arithmetic mean of the quotations (rounded upward to the
nearest 0.015625%). If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean (rounded
upward to the nearest 0.015625%) of the rates quoted by major banks in New York
City, selected by the Servicer, at approximately 11:00 a.m., New York City time,
on that day for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Accrual Period; provided, however, that if
the Trustee is unable to determine a rate in accordance with one of the
procedures described above, LIBOR shall be LIBOR as determined on the most
recent LIBOR Determination Date.
(b) The Class A Certificate Rate, the Class B Certificate Rate, the Class C
Certificate Rate and the Class D Certificate Rate applicable to the then current
and the immediately preceding Interest Accrual Periods may be obtained by any
Series 1999-1 Certificateholder by telephoning the Trustee at its Corporate
Trust Office at (612) 667-2484.
-37-
<PAGE>
(c) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Accrual
Period. Following the listing of the Class A Certificates and the Class B
Certificates on the Luxembourg Stock Exchange and for so long as such
Certificates are so listed, the Trustee shall cause the Class A Certificate Rate
and the Class B Certificate Rate as well as the amount of Class A Monthly
Interest and Class B Monthly Interest applicable to an Interest Accrual Period
and the length of such Interest Accrual Period (i) to be published in the
Luxemburger Wort, and (ii) to be provided to the Luxembourg Stock Exchange, in
each case as soon as possible after its determination but in no event later than
the first day of such Interest Accrual Period.
Section 4.16 Determination of Accumulation Period Length. On the
Distribution Date in June 2002, 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 1999-1 Certificateholders,
to establish and maintain or cause to be established and maintained in the name
of the Trustee, on behalf of the Series 1999-1 Certificateholders, with the
trust department of a Qualified Institution (which initially shall be Norwest
Bank Minnesota, 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 1999-1
Certificateholders. The Transferor does hereby transfer, assign, set over and
otherwise convey to the Trust for the benefit of the Series 1999-1
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 1999-1 Certificateholders. If, at any time, the
institution holding the Pre-Funding Account ceases to be a Qualified
Institution, the Transferor shall direct the Servicer to establish within 10
Business Days a new Pre-Funding Account meeting the conditions specified above
with a Qualified Institution, transfer any cash and/or any investments to such
new Pre-Funding Account and from the date such new Pre-Funding Account is
established, it shall be the "Pre-Funding Account." In addition, after five
days' notice to the Trustee, the Transferor may direct the Servicer to establish
a new Pre-Funding Account meeting the conditions specified above with a
different Qualified Institution, transfer any cash and/or investments to such
new Pre-Funding Account and from the date such new Pre-Funding Account is
established, it shall be, for the Series 1999-1 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 1999-1 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
-38-
<PAGE>
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 provided in 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 January 2000 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. Absent any such written direction of the Servicer,
the Trustee shall invest such funds in the Cash Equivalents described in clause
(c)(y) of the definition thereof. 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 Withdrawals from the Pre-Funding Account.
(a) The Transferor may at any time during the Funding Period, on a periodic
basis, request the Trustee to release funds in the Pre-Funding Account in the
amount specified in the next sentence, by delivering to the Servicer, the
Trustee and each Rating Agency an Officers' Certificate specifying the amount
then on deposit in the Principal Account for Series 1996-2 (net of all amounts
previously released from the Pre-Funding Account pursuant to this Section
4.18(a)), and certifying that no Pay Out Event with respect to any outstanding
Series will occur as a result of or in connection with such release of funds.
Upon receipt of such Officer's Certificate by the Trustee, the Trustee shall
withdraw from the Pre-Funding Account and pay to the Transferor an amount equal
to the amount on deposit in the Principal Account for Series 1996-2 less all
amounts previously released from the Pre-Funding Account pursuant to this
Section 4.18(a).
(b) The Transferor may at any time during the Funding Period determine to
increase the Invested Amount up to the Full Invested Amount to the extent there
are sufficient Principal Receivables in the Trust to permit such increase in the
Invested Amount without causing a Pay Out Event to occur with respect to any
outstanding Series. Upon determining to increase the Invested Amount pursuant to
this Section 4.18(b), 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
-39-
<PAGE>
be increased pro rata by the amount specified in such Officers' Certificate,
whereupon the Trustee shall withdraw from the Pre-Funding Account and pay to the
Transferor an amount equal to (i) the amount of such increase in the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount,
minus (ii) all amounts previously withdrawn from the Pre-Funding Account
pursuant to Section 4.18(a) (but not less than zero).
(c) 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 January 2000
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
1999-1 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class A Certificateholder at such Certificate-holder's address as
it appears on the Certificate Register or, in the case of Class A
Certificateholders holding Class A Certificates evidencing Undivided Interests
aggregating not less than 80% of the Class A Invested Amount, by wire transfer,
at the expense of such Class A Certificateholder, to an account or accounts
designated by such Class A Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.3.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class B Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class B Certificateholder at such Certificateholder's
-40-
<PAGE>
address as it appears on the Certificate Register or, in the case of Class B
Certificateholders holding Class B Certificates evidencing Undivided Interest
aggregating not less than 80% of the Class B Invested Amount, by wire transfer,
at the expense of such Class B Certificateholder, to an account or accounts
designated by such Class B Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class B
Certificates will be made only upon presentation and surrender of the Class B
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.3.
(c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class C
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class C Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class C
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class C Certificateholder to an account or accounts designated
by such Class C Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class C Certificates will
be made only upon presentation and surrender of the Class C Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
(d) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class D
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class D Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class D
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class D Certificateholder to an account or accounts designated
by such Class D Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class D Certificates will
be made only upon presentation and surrender of the Class D Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.
Section 5.2 Certificateholders' Statement.
(a) On the 15th day of each calendar month (or if such day is not a
Business Day the next succeeding Business Day), the Paying Agent shall forward
to each Certificateholder and the Rating Agencies a statement substantially in
the form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate and, in the
case of (ix) and (x),
-41-
<PAGE>
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 remaining Invested Amount of the Series 1996-2 Certificates
and the Pre-Allocated Invested Amount, if any, the amount on deposit in the
Principal Account for Series 1996-2, if any, the Pre-Funded Amount, if any,
and the aggregate amount of funds in the Excess Funding Account as of the
last day of the Monthly Period immediately preceding the Distribution Date;
(xii) the Monthly Payment Rate and the average daily aggregate
Receivables balance (without deducting therefrom the discount portion, if
any) for the related Monthly Period; and
-42-
<PAGE>
(xiii) each Overconcentration Amount and the Class D Incremental
Invested Amount.
If the Class A Certificates or the Class B Certificates are listed on the
Luxembourg Stock Exchange, the Trustee will publish or cause to be published
following each Determination Date in the Luxemburger Wort a notice to the effect
that the reports described above will be available for review at the main office
of the Listing Agent of the Trust in Luxembourg.
(b) Annual Certificateholders' Tax Statement. On or before March 31 of each
calendar year, beginning with calendar year 2000, the Paying Agent shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1999-1 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular report to
Series 1999-1 Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 1999-1 Certificateholder, together with,
on or before January 31 of each year, beginning in 2000, 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 1999-1
Certificateholders to prepare their tax returns. Such obligations of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
SECTION 8. Series 1999-1 Pay Out Events. The occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Trustee or the Series 1999-1
Certificateholders, be deemed to be a Pay Out Event solely with respect to
Series 1999-1:
(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 15%;
(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 and insurance proceeds)) during any three consecutive
calendar months to (ii) the average of the month-end aggregate balances of
such Receivables (without
-43-
<PAGE>
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 1999-1 Termination. The right of the Series 1999-1
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1999-1 Termination Date unless such
Series is an Affected Series as specified in subsection 12.1(c) of the Agreement
and the sale contemplated therein has not occurred by such date, in which event
the Series 1999-1 Certificateholders shall remain entitled to receive proceeds
of such sale when such sale occurs.
SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer of
Series 1999-1 Certificates; Tax Treatment.
(a) Each Class B Certificate and Class D Certificate will bear a legend
substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A SERIES 1999-1 CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS
OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH
PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED,
-44-
<PAGE>
OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF
A PLAN'S INVESTMENT IN THE ENTITY.
(b) Each Class C Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN
INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7740(b)(1) OF
THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR
ANY INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR
SELL QUOTATIONS.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
A CLASS C CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE
-45-
<PAGE>
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER EITHER
(A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
(III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT LIMITATION, AN
INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE COMPANY ACTING ON
BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THE
CERTIFICATES, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
REASONABLY DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS FOR
PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, AND (II) IF,
AFTER THE INITIAL ACQUISITION OF THE CERTIFICATES, AT ANY TIME DURING ANY
CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO LESS FREQUENTLY THAN
EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR PURPOSES OF TITLE I OF
ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE
CERTIFICATES UNDER SECTION 401(c) OF ERISA AND THE FINAL REGULATIONS
THEREUNDER OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE UNITED STATES
DEPARTMENT OF LABOR UNDER ERISA, THEN SUCH INSURANCE COMPANY AGREES TO
DISPOSE OF ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE
END OF THE NEXT FOLLOWING CALENDAR QUARTER.
(c) Each Class D Certificate will bear a legend substantially in the
following form:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAW. GREEN TREE FLOORPLAN FUNDING CORP. SHALL BE PROHIBITED FROM
TRANSFERRING ANY INTEREST IN OR PORTION OF THIS CERTIFICATE UNLESS, PRIOR
TO SUCH TRANSFER, IT SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT
THE FEDERAL OR MINNESOTA INCOME TAX CHARACTERIZATION OF ANY OUTSTANDING
SERIES OF INVESTOR CERTIFICATES OR THE
-46-
<PAGE>
TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL OR
MINNESOTA INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED TO
TRANSFER ANY INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING
EFFECT TO SUCH PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES
WHOSE TRANSFER IS PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE)
OF THE OUTSTANDING CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH
NO OPINION OF COUNSEL WAS ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED
AS DEBT FOR FEDERAL INCOME TAX PURPOSES (INCLUDING THE EXCHANGEABLE
TRANSFEROR CERTIFICATE AND EACH TRANSFEROR RETAINED CLASS) WOULD NOT BE
BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING CORP.
(d) Green Tree Floorplan Funding Corp. shall be prohibited from
transferring any interest in or portion of the Class D Certificates unless,
prior to such transfer, it shall have delivered to the Trustee an Opinion of
Counsel to the effect that such proposed transfer will not adversely affect the
Federal or Minnesota income tax characterization of any outstanding Series of
Investor Certificates or the taxability (or tax characterization) of the Trust
under Federal or Minnesota income tax laws. In no event shall the Transferor be
permitted to transfer any interest in or portion of the Class D Certificates if,
after giving effect to such proposed transfer, taking into account the
certificates whose transfer is proposed, more than 20% (by Invested Amount and
by value) of the outstanding certificates issued by the Trust with respect to
which no Opinion of Counsel was issued that the applicable class would be
treated as debt for federal income tax purposes (including the Exchangeable
Transferor Certificate and each Transferor Retained Class) would not be
beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any
interest in or portion of the Class D Certificates be transferred to Green Tree.
As a condition to transfer of an interest in or portion of the Class D
Certificates, the transferee shall be required to agree not to institute
against, or join any other Person in instituting against, the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law, for
one year and one day after all Investor Certificates are paid in full. The
Transferor shall provide prompt written notice to the Rating Agencies of any
such transfer.
(e) No transfer of a Class B 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 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 or Class D Certificate or the
beneficial ownership of a Class B Certificate or Class D Certificate will be
deemed to represent to the Trustee, the Transferor and the Servicer that it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of
-47-
<PAGE>
ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity.
(f) The Transferor, the Trustee, the Servicer and each Certificateholder
each agrees that it will not make the election provided in Treasury Regulation
ss. 301.7701-3(c) to have the Trust classified as an association taxable as a
corporation.
SECTION 11. Additional Restrictions on Transfers of Class C Certificates;
Withholding Requirements; Tax Treatment.
(a) No Class C Certificate or any interest therein may be sold (including
in the initial offering), conveyed, assigned, hypothecated, pledged,
participated, or otherwise transferred (each, a "Transfer") except in accordance
with this Section 11. Any Transfer of a Class C Certificate otherwise permitted
by this Section 11 will be permitted only if it consists of a pro rata
percentage interest in all payments made with respect to such Holder's Class C
Certificate and no Transfers of partial interests in a Class C Certificate shall
be permitted. No Class C Certificate or any interest therein may be Transferred
to any Person (each, an "Assignee"), unless the Assignee shall have executed and
delivered the certification referred to in subsection 11(e) below and each of
the Transferor and the Servicer shall have granted its prior consent thereto.
Such consent shall be granted (assuming that all other conditions specified in
this Section 11 to such Transfer are satisfied) unless the Transferor determines
in its sole and absolute discretion that such Transfer would create a risk that
the Trust would be classified for federal or any applicable state tax purposes
as an association or publicly traded partnership taxable as a corporation;
provided, that any attempted Transfer that would cause the number of Targeted
Holders to exceed ninety-nine shall be void; and provided, further, that there
shall not at any time be more than 5 Class C Certificateholders or such other
number as may be consented to by the Transferor, which consent may be withheld
in its sole and absolute discretion.
(b) Each initial purchaser of a Class C Certificate or any interest therein
and any Assignee thereof shall certify to the Transferor, the Servicer, and the
Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a
corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the Class C Certificates may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of the Class C Certificates is effectively connected
with the conduct of a trade or business within the United States within the
meaning of the Code) and whose ownership of any interest in a Class C
Certificate will not result in any withholding obligation with respect to any
payments with respect to the Class C Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each initial purchaser of a Class C Certificate also shall
agree that (A) if it is a person described in clause (A)(i) or (A)(ii) above, it
will furnish to the person from whom it is acquiring a Class C Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
W-9 (and will agree to furnish a new Form W-9, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form) or (b) if
it is a person described in clause (A)(iii) above, it will furnish to the person
from whom it is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 (and will agree to
furnish
-48-
<PAGE>
a new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a Class C Certificate or any interest therein
and any Assignee thereof shall further certify to the Transferor, the Servicer
and the Trustee that it has neither acquired nor will it sell, trade or transfer
any interest in a Class C Certificate or cause an interest in a Class C
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, each initial purchaser of a Class C Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a Class C Certificate that it is not and will not become
(unless otherwise consented to by the Transferor in its sole discretion), for so
long as it holds an interest in a Class C Certificate, a partnership, Subchapter
S corporation or grantor trust for U.S. federal income tax purposes. If an
initial purchaser of an interest in a Class C Certificate or an Assignee cannot
make the certification described in the preceding sentence, the Transferor may,
in its sole discretion, prohibit a Transfer to such entity; provided, however,
that if the Transferor agrees to permit such a Transfer, the Transferor, the
Servicer or the Trustee may require additional certifications in order to
prevent the Trust from being treated as a publicly traded partnership. Each
initial purchaser of an interest in a Class C Certificate and Assignee
acknowledges that the Opinion of Counsel to the effect that the Trust will not
be treated as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described in this
subsection 11(c).
(d) Upon surrender for registration of transfer of a Class C Certificate at
the office of the Transfer Agent and Registrar, accompanied by a letter of
representations and certification from the prospective Class C Certificateholder
substantially in the form attached as Exhibit F and by a written instrument of
transfer in the form approved by the Transferor and the Trustee (it being
understood that, until notice to the contrary is given to Class C
Certificateholders, the Transferor and the Trustee shall each be deemed to have
approved the form of instrument of transfer, if any, printed on any definitive
Class C Certificate), executed by the registered owner, in person or by such
Class C Certificateholder's attorney thereunto duly authorized in writing, such
Class C Certificate shall be transferred upon the register, and the Transferor
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee one or more new registered Class C Certificates of any
authorized denominations and of a like aggregate principal amount and tenor.
Transfers and exchanges of Class C Certificates shall be subject to such
restrictions as shall be set forth in this Series 1999-1 Supplement and the text
of the Class C Certificates and such reasonable regulations as may be prescribed
by the Transferor. Successive registrations and registrations of transfers as
aforesaid may be made from time to time as desired, and each such registration
shall be noted on the register.
(e) No Class C Certificate or any interest therein may be Transferred
(including in the initial offering) to (a) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (b) any "plan" (as defined in Section 4975(e)(1)
-49-
<PAGE>
of the Code) including individual retirement accounts and Keogh plans, or (c)
any other entity whose underlying assets include "plan assets" (within the
meaning of Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R.
ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general account;
provided, however, that a Class C Certificate or an interest therein may be
Transferred to an insurance company acting on behalf of its general account if
(i) on the date such insurance company acquires the Class C Certificates, less
than 25% of the assets of such general account (as reasonably determined by such
insurance company) constitute "plan assets" for purposes of Title I of ERISA and
Section 4975 of the Code, and (ii) such insurance company agrees that if, after
the initial acquisition of the Class C Certificates, at any time during any
calendar quarter 25% or more of the assets of such general account (as
reasonably determined by such insurance company no less frequently than each
calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or
Section 4975 of the Code and no exemption or exception from the prohibited
transaction rules applies to the continued holding of the Class C Certificates
under Section 401(c) of ERISA and the final regulations thereunder or under an
exemption or regulation issued by the DOL under ERISA, then such insurance
company will dispose of all of the Class C Certificates then held in its general
account by the end of the next following calendar quarter; and provided,
further, that the Assignee shall have executed and delivered the certification
referred to in subsection 11(d) above and each of the Transferor and the
Servicer shall have granted its prior written consent thereto.
(f) Notwithstanding any other provision of the Agreement, the Trustee and
any Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Class C Certificateholders of interest, original
issue discount, or other amounts that the Trustee, any Paying Agent, the
Servicer or the Transferor reasonably believes are applicable under the Code.
The consent of the Class C Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any amount
from payments made to any Class C Certificateholder pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to such
Class C Certificateholder the amount withheld and all such amounts shall be
deemed to have been paid to such Class C Certificateholders and the Class C
Certificateholders shall have no claim therefor.
(g) As described in Section 3.7 of the Agreement, it is the intention of
the parties hereto that the Class C Certificates be treated for tax purposes as
indebtedness. In the event that the Class C Certificates are not so treated, it
is the intention of the parties that the Class C Certificates to treated as an
interest in a partnership that owns the Receivables. In the event that the Class
C Certificates are treated as an interest in a partnership, it is the intention
of the parties that interest payable on the Class C Certificates be treated as
guaranteed payment and, if for any reason it is not so treated, that the holders
of the Class C Certificates be specially allocated gross interest income equal
to the interest accrued during each Interest Accrual Period on the Class C
Certificates.
-50-
<PAGE>
SECTION 12. Ratification of Agreement.
(a) As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
(b) For so long as any of the Class C Certificates are outstanding, each of
the Transferor, the Servicer and the Trustee agree to cooperate with each other
to provide to any Class C Certificateholders and to any prospective purchaser of
Class C Certificates designated by such a Class C Certificateholder upon the
request of such Class C Certificateholder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.
SECTION 13. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
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.
-51-
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1999-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
GREEN TREE FLOORPLAN FUNDING CORP.,
Transferor
By: /s/ Phyllis A. Knight
------------------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President and Treasurer
GREEN TREE FINANCIAL CORPORATION,
Servicer
By: /s/ Phyllis A. Knight
------------------------------------------
Name: Phyllis A. Knight
Title: Senior Vice President and Treasurer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Trustee
By: /s/ Joseph L. Nardi
------------------------------------------
Name: Joseph L. Nardi
Title: Corporate Trust Officer
-52-
<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 $605,500,000
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1999-1, CLASS A
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that CEDE & Co. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Green Tree Floorplan Receivables
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1995 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) among Green Tree Floorplan Funding
Corp., as Transferor (the "Transferor"), Green Tree, as Servicer, and Norwest
Bank Minnesota, National Association, as Trustee (the "Trustee"), and the Series
1999-1 Supplement, dated as of September 1, 1999 (the "Series 1999-1
Supplement"), among the Transferor, Green Tree as Servicer and the Trustee. The
Pooling and Servicing Agreement, as supplemented by the Series 1999-1
Supplement, is herein referred to as the "Agreement"). The corpus of the Trust
consists of all of the Transferor's right, title and interest in, to and under
the Trust Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To
<PAGE>
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 1999-1, Class A" (the
"Class A Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound.
The Transferor has structured the Agreement, the Class A Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class B (the "Class B Certificates" and
collectively with the Class A Certificates the "Offered Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class C (the "Class C Certificates") with the
intention that the Offered Certificates will qualify under applicable tax law as
indebtedness, and both the Transferor and each holder of a Class 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 0.35% per annum above LIBOR determined on September 30,
1999 for the period from October 4, 1999 up to but excluding November 15, 1999,
and at a rate equal to 0.35% 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 1999-1 Issuance Date and will be distributed on November 15,
1999, and on the 13th day of each month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class A Certificate Rate
and (c) the outstanding principal balance of the Class A Certificates at the
close of Business on the first day of such Interest Accrual Period (or in the
case of the first Distribution Date, the Class A Initial Invested Amount).
On the earlier of (i) the November 2002 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 1999-1 Termination Date. Interest for any
Distribution Date will include accrued interest at the Class A Certificate Rate
from and including the preceding Distribution Date or, in the case of the first
Distribution Date, from and including the Series 1999-1 Issuance Date, to but
excluding such Distribution Date. Interest for any Distribution Date due but not
paid on any Distribution Date
<PAGE>
will be due on the next succeeding Distribution Date together with, to the
extent permitted by applicable law, additional interest on such amount at the
Class A Certificate Rate.
"Class A Invested Amount" means an amount equal to
(a) the initial principal balance of the Class A Certificates, minus
(i) the Class A Percentage of the Pre-Allocated Invested amount, plus (ii)
the Class A Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class A Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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 November 2004 (the "Series 1999-1
Termination Date"). After the Series 1999-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates. In the event that the Class A Invested
Amount is greater than zero on the Series 1999-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
<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.
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN FUNDING CORP.,
Transferor
By:
----------------------------------
Name:
Title:
Dated: October 4, 1999
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:
<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.
No. R-1 $31,500,000
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST
CERTIFICATE, SERIES 1999-1, CLASS B
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
B-1
<PAGE>
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
1999-1 Supplement, dated as of September 1, 1999 (the "Series 1999-1
Supplement"), among the Transferor, Green Tree, as Servicer, and the Trustee.
The Pooling and Servicing Agreement, as supplemented by the Series 1999-1
Supplement, is herein referred to as the "Agreement." The corpus of the Trust
consists of all of the Transferor's right, title and interest in, to and under
the Trust Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class B" (the "Class B Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class B Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class A (the "Class A Certificates" and
collectively with the Class B Certificates the "Offered Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class C (the "Class C Certificates") with the
intention that the Offered Certificates will qualify under applicable tax law as
indebtedness, and both the Transferor and each holder of a Class B Certificate
(a "Class B Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of federal, state and local income or franchise taxes and any other
tax imposed on or measured by income, as indebtedness.
Subject to the terms of the Agreement, no principal will be payable to the
Class B Certificateholders until the date on which an amount equal to the Class
A Invested Amount has been deposited in the Principal Account. No principal will
be payable to the Class B Certificateholders until all principal payments have
been made to the Class A Certificateholders.
Each Class B Certificate represents the right to receive the lesser of (i)
interest at the rate of 0.65% per annum above LIBOR determined on September 30,
1999 for the period from October 4, 1999 up to be excluding November 15, 1999,
and at a rate equal to 0.65% per annum above LIBOR determined on the related
LIBOR Determination Date for each Interest Accrual
B-2
<PAGE>
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 1999-1 Issuance Date and will be
distributed on November 15, 1999, and on the 13th day of each month thereafter,
or if such day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Accrual Period divided by 360, (b) the
Class B Certificate Rate and (c) the outstanding principal balance of the Class
B Certificates at the close of business on the first day of such Interest
Accrual Period.
On the earlier of (a) the December 2002 Distribution Date or (b) the first
Distribution Date following the occurrence of a Pay Out Event, interest and
principal will be distributed to the Class B Certificateholders monthly on each
Distribution Date prior to the Series 1999-1 Termination Date. 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 1999-1 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, minus
(i) the Class B Percentage of the Pre-Allocated Invested Amount, plus (ii)
the Class B Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class B Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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
B-3
<PAGE>
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 November 2004 (the "Series 1999-1
Termination Date"). After the Series 1999-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class B Certificates. In the event that the Class B Invested
Amount is greater than zero on the Series 1999-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
B-4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN FUNDING CORP.,
Transferor
By:
----------------------------------
Name:
Title:
Dated: October 4, 1999
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.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY
AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7740(b)(1) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN OVER-THE-COUNTER-MARKET OR ANY INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS C CERTIFICATE BY
SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
"ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER EITHER (A) IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE 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
C-1
<PAGE>
AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT LIMITATION, AN
INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE COMPANY ACTING ON
BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THE CERTIFICATES,
LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY
SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS FOR PURPOSES OF TITLE I OF ERISA
AND SECTION 4975 OF THE CODE, AND (II) IF, AFTER THE INITIAL ACQUISITION OF THE
CERTIFICATES, AT ANY TIME DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS
OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO
LESS FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR PURPOSES
OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION
FROM THE PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE
CERTIFICATES UNDER SECTION 401(c) OF ERISA AND THE FINAL REGULATIONS THEREUNDER
OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF
LABOR UNDER ERISA, THEN SUCH INSURANCE COMPANY AGREES TO DISPOSE OF ALL OF THE
CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING
CALENDAR QUARTER.
No._______________ $40,250,000
GREEN TREE FLOATING RATE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1999-1, CLASS C
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them, except to the extent set forth in the Agreement.
This certifies that 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 1999-1 Supplement, dated
as of September 1, 1999 (the "Series 1999-1 Supplement"), among the Transferor,
Green Tree, as Servicer, and the Trustee.
C-2
<PAGE>
The Pooling and Servicing Agreement, as supplemented by the Series 1999-1
Supplement, is herein referred to as the "Agreement." The corpus of the Trust
consists of all of the Transferor's right, title and interest in, to and under
the Trust Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Green
Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable Trust
Certificates, Series 1999-1, Class C" (the "Class C Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement, the Class C Certificates, the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class A (the "Class A Certificates") and the
Green Tree Floorplan Receivables Master Trust Floating Rate Floorplan Receivable
Trust Certificates, Series 1999-1, Class B (the "Class B Certificates") with the
intention that the Class A, Class B and Class C Certificates will qualify under
applicable tax law as indebtedness, and both the Transferor and each holder of a
Class C Certificate (a "Class C Certificateholder") or any interest therein by
acceptance of its Certificate or any interest therein, agrees to treat the Class
A, Class B and Class C Certificates for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Subject to the terms of the Agreement, no principal will be payable to the
Class C Certificateholders until the date on which an amount equal to the Class
B Invested Amount has been deposited in the Principal Account. No principal will
be payable to the Class C Certificateholders until all principal payments have
been made to the Class A Certificateholders and the Class B Certificateholders.
Each Class C Certificate represents the right to receive the lesser of (i)
interest at the rate of 0.95% per annum above LIBOR determined on September 30,
1999 for the period from October 4, 1999 up to but excluding November 15, 1999,
and at a rate equal to 0.95% per annum above LIBOR determined on the related
LIBOR Determination Date for each Interest Accrual Period thereafter or (ii) the
applicable Net Receivables Rate (such rate, as in effect from time to time, the
"Class C Certificate Rate"). Interest on the Class C Certificates will accrue
from the Series 1999-1 Issuance Date and will be distributed on November 15,
1999, and on the 13th day of each month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class C Certificate Rate
and (c) the outstanding principal balance of the Class C Certificates at the
close of business on the first day of such Interest Accrual Period.
C-3
<PAGE>
"Class C Invested Amount" for any date means an amount equal to
(a) the initial principal balance of the Class C Certificates, minus
(i) the Class C Percentage of the Pre-Allocated Invested Amount, plus (ii)
the Class C Percentage of (x) any withdrawals from the Pre-Funding Account
pursuant to Section 4.18(b) in connection with the addition of Receivables
to the Trust and (y) after Series 1996-2 is paid in full, the Pre-Allocated
Invested Amount less the amount in clause (x) above and the amount, if any,
in clause (iii), plus (iii) the Class C Percentage of any withdrawals from
the Pre-Funding Account pursuant to Section 4.18(c), 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 C Principal Collections
for which the Class D Invested Amount has not been reduced for all prior
Distribution Dates (provided that the Class C Invested Amount may not be
reduced below zero), and plus
(e) the aggregate amount allocated and available on all prior Business
Days pursuant to subsection 4.9(a)(ix) (including amounts applied pursuant
to such subsection but funded pursuant to Section 4.10(a) and (b) and
Section 4.14(a)) for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to the unpaid
Class C Invested Amount of the Class C Certificates, which may be less than the
unpaid balance of the Class C Certificates pursuant to the terms of the
Agreement. All principal on the Class C Certificates is due and payable no later
than the Distribution Date in November 2004 (or if such day is not a Business
Day, the next succeeding Business Day) (the "Series 1999-1 Termination Date").
After the Series 1999-1 Termination Date neither the Trust nor the Transferor
will have any further obligation to distribute principal on the Class C
Certificates. In the event that the Class C Invested Amount is greater than zero
on the Series 1999-1 Termination Date, the Trustee will sell or cause to be
sold, to the extent necessary, an amount of interests in the Receivables or
certain of the Receivables up to 110% of the Class A Invested Amount, the Class
B Invested Amount, the Class C Invested Amount and the Class D Invested Amount
at the close of business on such date (but not more than the total amount of
Receivables allocable to the Investor Certificates), and shall pay the proceeds
to the Class A Certificateholders pro rata in final payment of the Class A
Certificates, then to the Class B Certificateholders pro rata in final
C-4
<PAGE>
payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
C-5
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
GREEN TREE FLOORPLAN FUNDING CORP.,
Transferor
By:
----------------------------------
Name:
Title:
Dated: October 4, 1999
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Trustee
By:
----------------------------------
Name:
Title:
C-6
<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 OR MINNESOTA INCOME
TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR CERTIFICATES OR THE
TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL OR MINNESOTA
INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED TO TRANSFER ANY
INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING EFFECT TO SUCH
PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES WHOSE TRANSFER IS
PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE) OF THE OUTSTANDING
CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH NO OPINION OF COUNSEL WAS
ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED AS DEBT FOR FEDERAL INCOME TAX
PURPOSES (INCLUDING THE EXCHANGEABLE TRANSFEROR CERTIFICATE AND EACH TRANSFEROR
RETAINED CLASS) WOULD NOT BE BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING
CORP.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN 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
D-1
<PAGE>
AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No._____________ $28,000,000
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
SERIES 1999-1, CLASS D
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of Green
Tree Financial Corporation ("Green Tree" or the "Servicer") and other assets and
interests constituting the Trust under the Agreement described below.
This certificate (a "Certificate") does not represent an interest in, or an
obligation of, Green Tree Floorplan Funding Corp., Green Tree or any affiliate
of either of them.
This certifies that Green Tree Floorplan Funding Corp. (the
"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 1999-1 Supplement, dated
as of September 1, 1999 (the "Series 1999-1 Supplement"), among the Transferor,
Green Tree, as Servicer, and the Trustee. The Pooling and Servicing Agreement,
as supplemented by the Series 1999-1 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 1999-1, Class D" (the "Class D Certificates"), each of which represents a
fractional undivided interest in the Trust, and is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound.
Green Tree Floorplan Funding Corp. shall be prohibited from Transferring
any interest in or portion of the Class D Certificate unless, prior to such
Transfer, it shall have delivered to the Trustee an Opinion of Counsel to the
effect that such proposed Transfer will not adversely affect the Federal or
Minnesota income tax characterization of any outstanding Series of Investor
Certificate or the taxability (or tax characterization) of the Trust under
Federal or Minnesota income tax laws. In no event shall Green Tree Floorplan
Funding Corp. be permitted to Transfer
D-2
<PAGE>
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 date on which an amount equal to the Class
C Invested Amount has been deposited in the Principal Account. No principal will
be payable to the Class D Certificateholders until all principal payments have
first been made to the Class A Certificateholders, the Class B
Certificateholders and the Class C Certificateholders.
Each Class D Certificate represents the right to receive the lesser of (i)
interest at the rate of 0.95% per annum above LIBOR determined on September 30,
1999 for the period from October 4, 1999 up to be excluding November 15, 1999,
and at a rate equal to 0.95% per annum above LIBOR determined on the related
LIBOR Determination Date for each Interest Accrual Period thereafter or (ii) the
applicable Net Receivables Rate (such rate, as in effect from time to time, the
"Class D Certificate Rate"). Interest on the Class D Certificates will accrue
from the Series 1999-1 Issuance Date and will be distributed on November 15,
1999, and on the 13th day of each month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class D Certificate Rate
and (c) with respect to the Funding Period, the outstanding principal balance of
the Class D Certificates at the close of business on the first day of such
Interest Accrual Period.
"Class D Invested Amount" means an amount equal to
(a) the Class D Initial Invested Amount, plus
(b) the Class D Incremental Invested Amount for the related Monthly
Period, minus
(c) in the Monthly Period in which occurs the Distribution Date on
which the Invested Amount of the Series 1996-2 Certificates is reduced to
zero, $5,250,000, and for any Monthly Period thereafter, zero, plus
(d) any Additional Class D Invested Amount, minus
(e) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus
(f) 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
D-3
<PAGE>
(g) the aggregate amount of Reallocated Class D Principal Collections
for all prior Distribution Dates, plus
(h) 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
(f) and (g).
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 November 2004 (the "Series 1999-1
Termination Date"). After the Series 1999-1 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 1999-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
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: October 4, 1999
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 Representation Letter and Certification
________________, ________
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
MAC N9311-161
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services -- Asset-Backed Administration
Ladies and Gentlemen:
This is to notify you as to the transfer of $______________ of Floorplan
Receivable Trust Certificates, Series 1999-1, Class C (the "Class C
Certificates") of Green Tree Floorplan Receivables Master Trust (the "Company").
The undersigned is the holder of the Class C Certificates and with this
notice hereby deposits with the Trustee $_____________ principal amount of Class
C Certificates and requests that Class C Certificates in the same principal
amount be issued and executed by the Company and authenticated by the Trustee
and registered to the purchaser on _________, ____, as specified in the Pooling
and Servicing Agreement, as supplemented by the Series 1999-1 Supplement
thereto, as follows:
Name: Denominations:
Address:
Taxpayer I.D. No.:
In connection with the proposed purchase, the undersigned hereby confirms
that:
1. The undersigned (i) reasonably believes the purchaser is a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act of 1933
(the "Act"), (ii) such purchaser has acquired the Class C Certificates in a
transaction effected in accordance with the exemption from the registration
requirements of the Act provided by Rule 144A and, (iii) if the purchaser has
purchased the Certificates for one or more accounts for which it is acting as
fiduciary or agent, (A) each such account is a qualified institutional buyer and
(B) each such account is acquiring the Class C Certificates for its own account
or for one or more institutional accounts
F-1
<PAGE>
for which it is acting as fiduciary or agent in a minimum amount equivalent to
not less than U.S. $250,000 for each such account.
2. The undersigned has neither acquired nor will the undersigned reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") any Class C
Certificate the undersigned acquires (or any interest therein) or cause any
Class C Certificate (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of the
Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an over-the-counter-market
or an interdealer quotation system that regularly disseminates firm buy or sell
quotations.
3. The undersigned is not and will not become, for so long as the
undersigned owns any interest in the Class C Certificates, a partnership,
Subchapter S corporation or grantor trust for United States federal income tax
purposes. [If this representation cannot be made, the Transferor, the Servicer
or the Trustee may require additional representations.]
4. The undersigned is a person who is either (A)(i) a citizen or resident
of the United States, (ii) a corporation or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Class C Certificates
is effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) and our ownership of
any interest in the Class C Certificate will not result in any withholding
obligation with respect to any payments with respect to the Class C Certificates
by any person or (B) an estate or trust the income of which is includible in
gross income for United States federal income tax purposes. The undersigned
agrees that (a) if the undersigned is a person described in clause (A)(i) or
(A)(ii) above, the undersigned will furnish to the person from whom the
undersigned is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or
any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if the undersigned a person described in clause
(A)(iii) above, the undersigned will furnish to the person from whom the
undersigned is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Transferor,
the Servicer or the Trustee). The undersigned recognizes that if the undersigned
is a tax-exempt entity, payments with respect to the Class C Certificates may
constitute unrelated business income.
5. The undersigned understands that no subsequent Transfer of a Class C
Certificate is permitted unless (i) such Transfer is of a Class C Certificate
with a denomination of at least $1,000,000 and (ii) the Transferor and the
Servicer each consents in writing to the proposed Transfer, which consent shall
be granted (assuming that all other conditions to such Transfer are satisfied)
unless either the Transferor or the Servicer determines in its sole and absolute
discretion that such Transfer would created a risk that the Trust would be
classified for federal or any applicable state tax purposes as an association or
publicly traded partnership taxable as a corporation; provided, that any
attempted Transfer that would cause the number of Targeted
F-2
<PAGE>
Holders (as defined in the Series 1999-1 Supplement) to exceed ninety nine shall
be void; and provided, further, that there shall not at any time be more than 5
holders of Class C Certificates of Series 1999-1 or such other number as may be
consented to by the Transferor, which consent may be withheld in its sole and
absolute discretion.
6. The undersigned understands that the opinion of tax counsel that the
Trust is not a publicly traded partnership taxable as a corporation is dependent
in part on the accuracy of the representations in paragraphs 2, 3, 4 and 5 above
and that, if such representations are not accurate, in addition to being subject
to having the purchase rescinded, the undersigned will be liable for damages.
7. The undersigned is either (a) not (i) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (ii) a plan described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, or (iii) any other entity whose
underlying assets include "plan assets" (as defined in the United States
Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss.
2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general account, or
(b) an insurance company acting on behalf of a general account and (i) on the
date hereof less than 25% of the assets of such general account (as reasonably
determined by us) constitute "plan assets" for purposes of Title I of ERISA and
Section 4975 of the Code, and (ii) the undersigned agrees that if, after the
undersigned's initial acquisition of the Class C Certificates, at any time
during any calendar quarter 25% or more of the assets of such general account
(as reasonably determined by us no less frequently than each calendar quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued holding of the Class C Certificates under Section 401(c) of
ERISA and the final regulations thereunder or under an exemption or regulation
issued by the DOL under ERISA, we will dispose of all of the Class C
Certificates then held in our general account by the end of the next following
calendar quarter.
8. The undersigned understands that any purported Transfer of any Class C
Certificate in contravention of the restrictions and conditions set forth in
paragraphs 1 through 7 above (including any violation of the representation in
paragraph 3 by an investor who continues to hold a Class C Certificate occurring
any time after the Transfer in which it acquired such Class C Certificate) shall
be null and void, and the purported transferee shall not be recognized by the
Trust or any other person as a Class C Certificateholder for any purpose.
9. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Class C Certificates has been duly authorized by such
beneficial purchaser of the Class C Certificates to do so.
10. The Class C Certificates purchased by the undersigned should be
registered in the name and issued in the denominations set forth on Schedule 1
hereto. All payments on the Class C Certificates held by the undersigned should
be wired in accordance with the instructions set forth on Schedule 1 hereto
unless the undersigned otherwise notifies the Transferor, the Servicer and the
Trustee in writing.
F-3
<PAGE>
You are entitled to rely upon this letter, and the undersigned understands
that, in granting their respective consents to the purchase of Class C
Certificates, the Transferor and the Servicer will rely on the undersigned's
representations and warranties in this letter and on the undersigned's
certifications in the documents (including, without limitation, the Form W-9 or
Form 4224, as applicable) delivered by the undersigned to the Transferor, the
Servicer or the Trustee in conjunction with the purchase of Class C Certificates
by the undersigned. You are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.
Very truly yours,
NAME OF HOLDER OF CERTIFICATE
By:
----------------------------------
Name:
Title: Chief Financial or other
Executive Officer
F-4
<PAGE>
Schedule 1
----------
Registration and Payment Instructions
-------------------------------------
Registration Instructions:
- - - --------------------------
Full Legal Name of Purchaser:__________________________________________________
Name in Which Certificates Should be Registered:_______________________________
Number and Denomination of Certificates:_______________________________________
Payment Instructions:
- - - ---------------------
Name of Bank:__________________________________________________________________
Address of Bank:_______________________________________________________________
Account Name:__________________________________________________________________
Account Number:________________________________________________________________
ABA Number:____________________________________________________________________
Reference:_____________________________________________________________________
Notice Information:
- - - -------------------
Address:_______________________________________________________________________
_______________________________________________________________________________
Attention:_____________________________________________________________________
Telephone:_____________________________________________________________________
Telefax:_______________________________________________________________________
[Please attach an original executed U.S. Internal Revenue Service Form W-9
and/or Form 4224, if applicable]
F-5
