SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 21, 1996
- -------------------------------------------------------------------------------
World Omni Dealer Funding, Inc.
(Exact name of registrant as specified in its charter)
Florida 333-3816 65-0296366
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.
120 N.W. 12th Avenue Deerfield Beach, FL 33442
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (954)429-2200
- --------------------------------------------------------------------------------
<PAGE>
Item 5: Other Events
On May 16, 1996, the Underwriting Agreement, dated May 16, 1996, between
World Omni Dealer Funding Inc. and CS First Boston Corporation, was executed and
delivered by the respective parties thereto. On May 21, 1996, the Series 1996-2
Supplement, dated as of May 1, 1996, to the Master Pooling and Servicing
Agreement dated as of October 1, 1994, and between World Omni Dealer Funding
Inc., as transferor, World Omni Financial Corp., as servicer, and Fleet National
Bank (successor trustee to NationsBank of Virginia, N.A.), as trustee, was
executed and delivered by the respective parties thereto.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated May 16, 1996,
between World Omni Dealer Funding Inc. and
CS First Boston, as underwriter.
4.1 Series 1996-2 Supplement, dated as of May 1,
1996, to the Master Pooling and Servicing
Agreement, dated as October 1, 1994, between
World Omni Dealer Funding Inc., as
transferor, World Omni Financial Corp., as
servicer, and Fleet National Bank (successor
trustee to NationsBank of Virginia, N.A.),
as trustee.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORLD OMNI DEALER FUNDING, INC.
(Registrant)
Date: May 28, 1996 BY: /s/Patrick C. Ossenbeck
-----------------------------
Title: Patrick C. Ossenbeck
Title: Assistant Treasurer
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
1.1 Underwriting Agreement, dated
May 16, 1996, between World
Omni Dealer Funding Inc. and
CS First Boston Corporation as
underwriter.
4.1 Series 1996-2 Supplement,
dated as of May 1, 1996, to
the Master Pooling and
Servicing Agreement among
World Omni Dealer Funding
Inc., as transferor, World
Omni Financial Corp., as
servicer, and Fleet National
Bank(as successor trustee to
NationsBank of Virginia, N.A.),
as trustee.
$167,500,000
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2, FLOATING RATE DEALER LOAN BACKED
CERTIFICATES, CLASS A
$7,500,000
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2, FLOATING RATE DEALER LOAN BACKED
CERTIFICATES, CLASS B
UNDERWRITING AGREEMENT
May 16, 1996
CS FIRST BOSTON CORPORATION
Park Avenue Plaza
New York, New York 10055
Ladies and Gentlemen:
SECTION 1. Introductory. World Omni Dealer Funding Inc., a Florida
corporation (the "Transferor") and a wholly-owned subsidiary of World Omni
Financial Corp., a Florida corporation ("WOFCO"), proposes to sell to CS First
Boston Corporation (the "Underwriter") (a) $167,500,000 aggregate principal
amount of Series 1996-2, Floating Rate Dealer Loan Backed Certificates, Class A
(the "Class A Certificates") issued by the World Omni Wholesale Master Trust
(the "Trust") and (b) $7,500,000 aggregate principal amount of Series 1996-2,
Floating Rate Dealer Loan Backed Certificates, Class B (the "Class B
Certificates" and, together with the Class A Certificates, the "Investor
Certificates") of the Trust. The Investor Certificates will evidence an
undivided ownership interest in the Trust. Simultaneously with the issuance and
sale of the Investor Certificates as contemplated herein, the Trust will also
issue a Transferor Certificate (the "Transferor Certificate" and, together with
the Investor Certificates, the "Certificates"), evidencing the residual
undivided ownership interest in the Trust not represented by the Investor
Certificates. The Certificates will be issued pursuant to a master pooling and
servicing agreement, dated as of October 1, 1994 (as amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement") among the Transferor,
WOFCO and NationsBank, N.A., f/k/a NationsBank of Virginia, N.A., as predecessor
trustee to Fleet National Bank, in its capacity as trustee (the "Trustee") and a
Series 1996-2 Supplement dated as of May 1, 1996 (the "Supplement") among the
same parties. Payments in respect of the Transferor Certificate will be
subordinated to the rights of the holders of the Investor Certificates to the
extent described in the Pooling and Servicing Agreement and the Supplement.
The assets of the Trust include, among other things, wholesale receivables
generated by WOFCO from time to time in certain revolving financing arrangements
with automobile dealers to finance their automobile, light duty truck and other
motor vehicle inventory and collections on the Receivables. Certain Receivables
existing at the opening of business on October 24, 1994 (the "Initial Closing
Date") have been, and substantially all Receivables arising thereafter have been
and will continue to be, sold by WOFCO to the Transferor pursuant to a
receivables purchase agreement, dated as of October 1, 1994 (the "Receivables
Purchase Agreement" and, together with the Pooling and Servicing Agreement (as
amended to the Closing Date) and the Supplement, the "Basic Documents"), between
WOFCO and the Transferor.
This Underwriting Agreement shall hereinafter be referred to as "this
Agreement". Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement.
SECTION 2. Representations and Warranties of the Transferor. (a) The
Transferor represents and warrants to, and agrees with, the Underwriter that:
(i). A registration statement on Form S-1 (No. 333-3816), including a form
of prospectus, relating to the Investor Certificates has been filed with the
Securities and Exchange Commission (the "Commission") and either (A) has been
declared effective under the Securities Act of 1933, as amended (the "Act"), and
is not proposed to be amended or (B) is proposed to be amended by amendment or
post-effective amendment. If the Transferor does not propose to amend such
registration statement and if any post-effective amendment to such registration
<PAGE>
statement has been filed with the Commission prior to the execution and delivery
of this Agreement, the most recent such post-effective amendment has been
declared effective by the Commission. For purposes of this Agreement, "Effective
Time" means (1) if the Transferor has advised the Underwriter that it does not
propose to amend such registration statement, the date and time as of which such
registration statement, or the most recent post-effective amendment thereto (if
any) filed prior to the execution and delivery of this Agreement, was declared
effective by the Commission or (2) if the Transferor has advised the Underwriter
that it proposes to file an amendment or post-effective amendment to such
registration statement, the date and time as of which such registration
statement, as amended by such amendment or post-effective amendment, as the case
may be, is declared effective by the Commission. "Effective Date" means the date
of the Effective Time. Such registration statement, as amended at the Effective
Time, including all information (if any) deemed to be a part of such
registration statement as of the Effective Time pursuant to Rule 430A(b) under
the Act, and including the exhibits thereto, is hereinafter referred to as the
"Registration Statement", and the form of prospectus relating to the Investor
Certificates, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) under the Act ("Rule 424(b)"), or (if no such filing is
required) as included in the Registration Statement, is hereinafter referred to
as the "Prospectus".
(ii) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise set forth
therein, (A) there has been no material adverse change in the condition,
financial or otherwise, of the Transferor and (B) there have been no
transactions entered into by the Transferor, other than those in the ordinary
course of business, that are material with respect to the Transferor.
(iii) The Transferor has been duly incorporated, is current in the payment
of fees to the Florida Department of State and its status is active; the
Transferor has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and to perform its obligations under this Agreement, the Basic
Documents, the Certificates and each Transfer Agreement (as defined in Section
6(h) below) to which the Transferor is a party; the Transferor is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify would not have a material adverse effect on the condition,
financial or otherwise, of the Transferor; and the Transferor has no
subsidiaries other than World Omni Wholesale Inc., a wholly-owned bankruptcy
remote Delaware subsidiary which has been formed for the purposes of the Annual
Servicing Transfers referred to in the Registration Statement.
(iv) The Transferor is not in violation of its certificate of incorporation
or bylaws or 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
the Transferor is a party or by which it is bound, or to which any of the
property or assets of the Transferor is subject; and the execution, delivery and
performance of this Agreement, the Basic Documents and the Certificates and the
consummation of the transactions contemplated herein and therein and compliance
by the Transferor with its obligations hereunder and thereunder have been duly
and validly authorized by all necessary corporate action and will not conflict
with or constitute a breach of, or default under, or, except as otherwise
provided in the Pooling and Servicing Agreement, result in the creation or
imposition of any lien, mortgage, pledge, charge, encumbrance, adverse claim or
other security interest (collectively, "Liens") upon any property or assets of
the Transferor pursuant to, any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Transferor is a party or
by which it is bound, or to which any of the property or assets of the
Transferor is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or bylaws of the Transferor or
any applicable law, administrative regulation or administrative or court decree.
(v) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Transferor, threatened, against or affecting the Transferor,
that is required to be disclosed in the Registration Statement, other than those
disclosed therein, (A) asserting the invalidity of this Agreement, any Basic
Document or the Certificates, (B) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions contemplated by this
Agreement or the Basic Documents, (C) that might materially and adversely affect
the performance by the Transferor of its obligations under, or the validity or
enforceability of, this Agreement, any Basic Document or the Certificates or (D)
seeking adversely to affect the federal or state income tax attributes of the
Certificates as described in the Prospectus under the heading "Certain Tax
Matters"; and there are no contracts or documents of the Transferor that are
<PAGE>
required to be filed as exhibits to the Registration Statement by the Act or by
the rules and regulations of the Commission promulgated under the Act (the
"Rules and Regulations") that have not been so filed.
(vi) Except such as may be required under the Act, the Rules and
Regulations or state securities laws, no authorization, approval or consent of,
or notice to, any court, governmental authority or agency or any other person is
necessary in connection with (A) the issuance of the Certificates or the
offering and sale of the Investor Certificates hereunder or (B) the execution,
delivery and performance by the Transferor of this Agreement, the Basic
Documents and the Certificates or the consummation by the Transferor of the
transactions contemplated hereby or thereby except those that have previously
been obtained, or given, as of the Closing Date (as such term is defined in
Section 3 hereof).
(vii) The Transferor possesses such certificates, authorities, licenses and
permits issued by the appropriate state, federal or foreign regulatory agencies
or bodies necessary to conduct the business now operated by it, and the
Transferor has not received any notice of proceedings relating to the revocation
or modification of any such certificate, authority, license or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the condition, financial or
otherwise, of the Transferor.
(viii) This Agreement has been duly executed and delivered by the
Transferor.
(ix) The Certificates have been duly and validly authorized and, when
issued, authenticated and delivered in accordance with the Pooling and Servicing
Agreement and the Supplement and, in the case of the Investor Certificates, when
delivered to the Underwriter against payment of the consideration specified
herein, will be duly and validly issued and outstanding and entitled to the
benefits of the Pooling and Servicing Agreement.
(x) Each of the Certificates and each Basic Document conforms in all
material respects to the description thereof and the statements in relation
thereto contained in the Prospectus and, as of the Closing Date, will be duly
executed and delivered by the Transferor and, assuming the due authorization,
execution and delivery thereof by the other parties thereto, will constitute a
legal, valid and binding agreement of the Transferor enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting enforcement of creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(xi) On the Initial Closing Date, the Transferor had good and marketable
title to the Receivables and other property transferred by it to the Trust on
such date pursuant to the Pooling and Servicing Agreement, free and clear of
Liens (other than the Lien of the Pooling and Servicing Agreement), and had not
assigned to any person (other than the Trustee) any of its right, title or
interest in any of such Receivables or such other property or in the Pooling and
Servicing Agreement, and, upon execution and delivery to the Trustee of the
Supplement and delivery of the Investor Certificates to the Underwriter on the
Closing Date, the Underwriter will have good and marketable title to the
Investor Certificates, free and clear of Liens.
(xii) At the time of each transfer of Receivables by the Transferor to the
Trust after the Initial Closing Date, the Transferor had and will continue to
have good and marketable title to all Receivables and the other property being
transferred by it to the Trust on such day, free and clear of Liens (other than
the Lien of the Pooling and Servicing Agreement), and will not have sold to any
person (other than the Trustee) any of its right, title or interest in any of
such Receivables or such other property.
(xiii) The Transferor will use the proceeds of the sale of the Investor
Certificates as described in the Prospectus under the heading "Use of Proceeds".
(xiv) Neither the Transferor nor the Trust is an "investment company" or
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act").
(xv) As of the Closing Date and the date of each transfer of Receivables
under the Pooling and Servicing Agreement, the representations and warranties of
the Transferor in the Pooling and Servicing Agreement, the Transfer Agreements
to which the Transferor is a party, and in Officer's Certificates of the
Transferor delivered on each such date pursuant to the Pooling and Servicing
Agreement, will be true and correct and the Underwriter may rely on such
representations and warranties as if they were set forth herein in full.
(xvi) The Transferor does not conduct business or have affiliates who
conduct business in Cuba or with the government of Cuba or with any person or
affiliate
<PAGE>
located in Cuba, in each case within the meaning of Section 517.075 of the
Florida Securities and Investors Protection Act or Regulation 3E-900.001
promulgated thereunder.
(xvii) If the Effective Time is prior to the execution and delivery of this
Agreement: (A) on the Effective Date, the Registration Statement conformed, and
on the date of this Agreement the Registration Statement conforms, in all
material respects with the requirements of the Act and the Rules and
Regulations, and at such times did not include 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, and (B) on the date
of this Agreement, at the time of the filing of the Prospectus pursuant to Rule
424(b) and at the Closing Date, the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations, and does
not include, or will not include, any untrue statement of a material fact, nor
does the Prospectus omit, nor will it omit, any material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. If the Effective Time is subsequent to the
execution and delivery of this Agreement: (A) on the Effective Date, the
Registration Statement and the Prospectus will conform in all material respects
to the requirements of the Act and the Rules and Regulations and the
Registration Statement will not include 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, and (B) on the Effective Date, at
the time of the filing of the Prospectus pursuant to Rule 424(b), if required,
and at the Closing Date, the Prospectus will not include any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. The two immediately preceding sentences do not apply to
statements in or omissions from the Registration Statement or Prospectus based
upon written information furnished to the Transferor by the Underwriter
specifically for use therein.
(xviii) Each of the Receivables constituting a part of the Trust
transferred to the Trustee pursuant to the Pooling and Servicing Agreement have
met the eligibility criteria for selection described in the Basic Documents.
(xix) Each Receivable arises under a Floorplan Financing Agreement that is
in substantially the forms attached as exhibits to the Receivables Purchase
Agreement and constitutes the valid, binding and enforceable agreement of the
parties thereto; and each such Receivable complies in all material respects as
to content and form with all applicable state and federal laws.
(b) Any Officer's Certificate signed by any officer of the Transferor and
delivered to the Underwriter or its counsel shall be deemed a representation and
warranty of the Transferor to the Underwriter as to the matters covered thereby.
SECTION 3. Purchase, Sale and Delivery of the Investor Certificates. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Transferor agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the
Transferor, Class A Certificates at a purchase price of 99.75% of the aggregate
principal amount thereof, and Class B Certificates at a purchase price of 99.65%
of the aggregate principal amount thereof.
The Investor Certificates will initially be represented by one or more
certificates representing $167,500,000 aggregate principal amount of Class A
Certificates and one certificate representing $7,5000,000 aggregate principal
amount of Class B Certificates, each of which will be registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC") (such
certificates, the "DTC Certificates"). The interests of beneficial owners of the
DTC Certificates will be represented by book entries on the records of DTC and
participating members thereof. Definitive certificates evidencing the Investor
Certificates will be available only under the limited circumstances specified in
the Pooling and Servicing Agreement.
The Transferor will deliver the DTC Certificates to the Underwriter for the
securities account of the Underwriter at the office of DTC, 55 Water Street,
49th Floor, New York, New York 10004, against payment of the purchase price for
the Investor Certificates in immediately available funds payable to the order of
the Transferor at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third
Avenue, New York, New York 10022, at 9:00 A.M., New York time, on May 21, 1996,
or at such other time not later than seven full business days thereafter as the
Transferor and the Underwriter determine, such time being herein referred to as
the "Closing Date". The certificates evidencing the DTC Certificates will be
made available for checking at the above office of Skadden, Arps, Slate, Meagher
& Flom at least 24 hours prior to the Closing Date.
SECTION 4. Offering by the Underwriter. It is understood that the
Underwriter proposes to offer the Investor Certificates for sale to the public
as set forth in the Prospectus.
<PAGE>
SECTION 5. Certain Agreements of the Transferor. The Transferor covenants
and agrees with the Underwriter that:
(a) If the Effective Time is prior to the execution and delivery of this
Agreement, the Transferor will file the Prospectus with the commission pursuant
to and in accordance with subparagraph (1) (or, if applicable and if consented
to by the Underwriter, subparagraph (4)) of Rule 424(b) not later than the
earlier of (i) the second business day following the execution and delivery of
this Agreement or (ii) the fifth business day after the Effective Date. The
Transferor will advise the Underwriter promptly of any such filing pursuant to
Rule 424(b).
(b) The Transferor will advise the Underwriter promptly of any proposal to
amend or supplement the registration statement as filed or the related
prospectus or the Registration Statement or the Prospectus and will not effect
any such amendment or supplement without the consent of the Underwriter; and the
Transferor will also advise the Underwriter promptly of the effectiveness of the
Registration Statement (if the Effective Time is subsequent to the execution and
delivery of this Agreement) and of any amendment or supplement of the
Registration Statement or the Prospectus and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement and will use its best efforts to prevent the issuance of any such stop
order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Investor Certificates
is required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act, the Transferor promptly will prepare and
file, or cause to be prepared and filed, with the Commission an amendment or
supplement which will correct such statement or omission, or an amendment or
supplement which will effect such compliance. Neither the consent of the
Underwriter to, nor the delivery by the Underwriter of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 6 hereof.
(d) As soon as practicable, but not later than the Availability Date (as
defined below), the Transferor will cause the Trustee to make generally
available to the Investor Certificateholders an earnings statement with respect
to the Trust covering a period of at least 12 months beginning after the
Effective Date that will satisfy the provisions of Section 11(a) of the Act. For
the purpose of the preceding sentence, "Availability Date" means the 45th day
after the end of the fourth fiscal quarter following the fiscal quarter that
includes the Effective Date, except that, if such fourth fiscal quarter is the
last quarter of the Transferor's fiscal year, "Availability Date" means the 90th
day after the end of such fourth fiscal quarter.
(e) The Transferor will furnish to the Underwriter copies of the
Registration Statement as originally filed and each amendment thereto (in each
case at least two of which will be signed and will include all exhibits), each
related preliminary prospectus, the Prospectus and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as the Underwriter may reasonably request.
(f) The Transferor will arrange for the qualification of the Investor
Certificates for sale under the laws of such jurisdictions in the United States
as the Underwriter may reasonably designate and will continue such
qualifications in effect so long as required for the distribution of the
Investor Certificates, provided that the Transferor shall not be obligated to
qualify to do business nor become subject to service of process generally, but
only to the extent required for such qualification, in any jurisdiction in which
it is not currently so qualified.
(g) So long as any of the Investor Certificates are outstanding, the
Transferor will deliver or cause to be delivered to the Underwriter (i) copies
of each report regarding the Certificates mailed to Certificateholders pursuant
to Section 5.2 of the Supplement, as soon as such reports are mailed to the
Certificateholders, (ii) the annual statement as to compliance and the annual
statement of a firm of independent public accountants furnished to the Trustee
pursuant to Sections 3.5 and 3.6 of the Pooling and Servicing Agreement, as soon
as such statements are furnished to the Trustee, (iii) copies of all documents
required to be filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any order of the Commission
thereunder, and (iv) such other information concerning the Transferor, WOFCO,
the Certificates or the Trust as the Underwriter may reasonably request from
time to time.
(h) The Transferor will pay all expenses incident to the performance of
their respective obligations under this Agreement, including without limitation,
<PAGE>
(i) expenses incident to the printing, reproduction and distribution of the
Registration Statement as originally filed and each amendment thereto,
preliminary prospectuses and the Prospectus (including any amendments and
supplements thereto), (ii) the fees and disbursements of the Trustee and its
counsel, (iii) the fees and disbursements of the independent public accountants
of the Transferor and, as previously agreed, certain fees and disbursements of
counsel to the Transferor, WOFCO and the Underwriter, (iv) the fees charged by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Services ("Standard & Poor's", and together with Moody's, the "Rating Agencies")
in connection with the rating of the Investor Certificates, (v) the fees of DTC
in connection with the book-entry registration of the DTC Certificate and (vi)
expenses incurred in distributing preliminary prospectuses and the Prospectus
(including any amendments and supplements thereto) to the Underwriter, and will
reimburse the Underwriter for any expenses (including reasonable fees and
disbursements of counsel) incurred by the Underwriter pursuant to Section 5(f)
hereof in connection with the qualification of the Investor Certificates for
sale and determination of their eligibility for investment under the laws of
such jurisdictions in the United States as the Underwriter may designate.
(i) On or before the Initial Closing Date, the Transferor caused its books
and records (including any computer records) to be marked relating to the
Receivables to be transferred to the Trust, to show the Trust's absolute
ownership of such Receivables, and from and after the Initial Closing Date the
Transferor has not taken, and will not take, any action inconsistent with the
Trust's ownership of such Receivables, other than as permitted by the Pooling
and Servicing Agreement.
(j) For a period of 30 days from the date hereof, none of the Transferor or
any of its affiliates will, without the prior written consent of the
Underwriter, directly or indirectly, offer, sell or contract to sell or announce
the offering of, in a public or private transaction, any other collateralized
securities similar to the Certificates representing interests in wholesale
automobile dealer receivables.
(k) So long as any Certificates are outstanding, the Transferor will cause
to be delivered to the Underwriter a reliance letter relating to each Opinion of
Counsel delivered to the Trustee or either Rating Agency by counsel to the
Transferor or counsel to WOFCO pursuant to any Basic Document at the time such
opinion is delivered.
(l) To the extent, if any, that the rating provided with respect to the
Investor Certificates by either Rating Agency is conditional upon the furnishing
of documents or the taking of any other actions by the Transferor or WOFCO, the
Transferor shall furnish, or shall cause WOFCO to furnish, as the case may be,
such documents and take any such other actions as may be required.
(m) In order for WOFCO, as Servicer, to obtain a servicer letter of credit
(the "Servicer Letter of Credit") pursuant to the Pooling and Servicing
Agreement with respect to Collections allocable in whole or in part to the
Investor Certificates, the issuer of the Servicer Letter of Credit (the "Letter
of Credit Bank") shall be reasonably satisfactory to the Underwriter and the
Transferor, and on or prior to the date of issuance of the Servicer Letter of
Credit (the "Issuance Date"), the Transferor shall cause the Underwriter to
receive:
(i) A copy of the Servicer Letter of Credit.
(ii) An original of the reimbursement agreement between WOFCO and the
Letter of Credit Bank pursuant to which the Servicer Letter of Credit was
issued.
(iii) An original of each amendment to any Basic Document relating to the
Servicer Letter of Credit.
SECTION 6. Conditions of the Obligations of the Underwriter. The obligation
of the Underwriter to purchase and pay for the Investor Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Transferor herein, to the accuracy of the statements of the respective officers
of the Transferor and WOFCO made pursuant to the provisions hereof, to the
performance by the Transferor of its obligations hereunder and to the following
additional conditions precedent:
(a) (i) On the date of this Agreement, the Underwriter and the Transferor
shall have received a letter, dated the date of delivery thereof (which, if the
Effective Time is prior to the execution and delivery of this Agreement, shall
be on or prior to the date of this Agreement or, if the Effective Time is
subsequent to the execution and delivery of this Agreement, shall be prior to
the filing of the amendment or post-effective amendment to the registration
statement to be filed shortly prior to the Effective Time), of Arthur Andersen &
Co. ("Arthur Andersen") confirming that they are independent public accountants
within the meaning of the Act and the Rules and Regulations, substantially in
the form of the draft to which the Underwriter has previously agreed and
otherwise in form and in substance satisfactory to the Underwriter and counsel
<PAGE>
for the Underwriter, and (ii) on the Closing Date, the Underwriter and the
Transferor shall have received a letter, dated as of the Closing Date, from
Arthur Andersen, updating the letter referred to in clause (i) above, in form
and substance satisfactory to the Underwriter and counsel for the Underwriter.
(b) If the Effective Time is not prior to the execution and delivery of
this Agreement, the Effective Time shall have occurred not later than 10:00
P.M., New York time, on the date of this Agreement (or the next day, if this
Agreement is executed after the close of business on the date hereof) or such
later date as shall have been consented to by the Underwriter. If the Effective
Time is prior to the execution and delivery of this Agreement, the Prospectus
shall have been filed with the Commission in accordance with the Rules and
Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to the
knowledge of the Transferor or the Underwriter, shall be contemplated by the
Commission.
(c) Subsequent to the execution and delivery of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Transferor or WOFCO which, in the judgment of the Underwriter materially impairs
the investment quality of the Investor Certificates; (ii) any downgrading in the
rating of any debt securities of the Transferor or WOFCO or any of their direct
or indirect subsidiaries by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or any
public announcement that any such organization has under surveillance or review
its rating of any such debt securities (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Transferor or WOFCO on any exchange or in the over-the-counter
market; (iv) any banking moratorium declared by Federal, Florida or New York
authorities; or (v) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the judgment
of the Underwriter, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Investor Certificates.
(d) The Underwriter shall have received:
(1) The favorable opinion of Skadden, Arps, Slate, Meagher & Flom, special
counsel to the Transferor and WOFCO, dated the Closing Date and satisfactory in
form and substance to the Underwriter and counsel for the Underwriter, and
substantially to the effect that:
(i) Assuming the due authorization, execution and delivery thereof by the
other parties thereto, each Basic Document will constitute a legal, valid and
binding agreement of the Transferor and WOFCO, as the case may be, enforceable
in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting enforcement of creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(ii) The Certificates are in due and proper form and (assuming the
Certificates have been duly and validly authorized) when executed, authenticated
and delivered as specified in the Pooling and Servicing Agreement and the
Supplement and, in the case of the Investor Certificates, when delivered to the
Underwriter against payment of the consideration specified herein, will be duly
and validly issued and outstanding and entitled to the benefits of the Pooling
and Servicing Agreement and the Supplement.
(iii) The Certificates and the Basic Documents each conform in all material
respects with the description thereof contained in the Registration Statement
and the Prospectus.
(iv) The statements in the Registration Statement and Prospectus under the
headings "-- ERISA Considerations", "Certain Legal Aspects of the Receivables,"
"Certain Tax Matters" (other than "-- State and Local Taxation" therein) and
"ERISA Considerations", to the extent that they constitute matters of law or
legal conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects.
(v) The Pooling and Servicing Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as amended, and neither the Transferor
nor the Trust is required to be registered under the Investment Company Act.
<PAGE>
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by either the
Transferor or WOFCO of the transactions contemplated in this Agreement or the
Basic Documents except such as may be required under the Act, the Rules and
Regulations or state securities laws, and those authorizations, approvals,
consents and orders which have previously been obtained and are in full force
and effect as of the Closing Date; provided, that such counsel need express no
opinion as to state securities laws.
(vii) The Registration Statement has become effective under the Act, and,
to the best of their knowledge and information, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or contemplated under the
Act, and the Registration Statement and the Prospectus, and each amendment or
supplement thereto, as of their respective effective or issue dates, complied as
to form in all material respects with the requirements of the Act and the Rules
and Regulations; such counsel has no reason to believe that either the
Registration Statement, at the Effective Time, or any such amendment or
supplement, as of its effective date, contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, or that the
Prospectus, at the date of this Agreement (or any such amendment or supplement,
as of its respective date) or at the Closing Date, included or includes an
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; it being understood
that such counsel need express no opinion as to the financial statements or
other financial or statistical data contained in the Registration Statement or
the Prospectus.
(2) The favorable opinion of Jeffrey L. Hayman, counsel to the Transferor
and WOFCO, dated the Closing Date and satisfactory in form and substance to the
Underwriter and counsel for the Underwriter, and substantially to the effect
that:
(i) The Transferor has been duly incorporated under the Florida Business
Corporation Act, is current in the payment of fees due to the Florida Department
of State, and its status is active; the Transferor has the corporate power and
authority to own its properties and conduct its business as described in the
Prospectus and is qualified as a foreign corporation to transact business and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify would not have a material
adverse effect on the condition, financial or otherwise, of Transferor.
(ii) The Transferor has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement, the Certificates and
the Basic Documents to authorize and cause the Certificates to be issued and to
sell the Investor Certificates to the Underwriter and had at all relevant times,
and on the Closing Date has, the corporate power and authority to acquire, own
and transfer the Receivables and the other property to be transferred by it to
the Trust pursuant to the Pooling and Servicing Agreement.
(iii) The Transferor has obtained all licenses and approvals required to be
obtained by Transferor, whether by reason of the ownership or leasing of
property or the conduct of business, to the extent that the failure to obtain
such licenses and approvals would render any Receivable or any other material
part of the corpus of the Trust unenforceable or would materially and adversely
affect the ability of the Transferor to perform its obligations under, or the
enforceability of, the Certificates or any Basic Document.
(iv) WOFCO has been duly incorporated under the Florida Business
Corporation Act, is current in the payment of fees due to the Florida Department
of State, and its status is active; WOFCO has the corporate power and authority
to own, lease and operate its properties and to conduct its business as
presently conducted; and is qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify
would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or business prospects of WOFCO and
its subsidiaries considered as one enterprise.
(v) WOFCO has the corporate power and authority to execute, deliver and
perform its obligations under the Indemnification Agreement of even date with
this Agreement (the "Indemnification Agreement") and the Basic Documents; and
had at all relevant times, and on the Closing Date has, the corporate power and
authority to acquire, own and transfer the Receivables and the other property
transferred by it to the Transferor pursuant to the Receivables Purchase
Agreement.
<PAGE>
(vi) WOFCO has obtained all licenses and approvals required for the conduct
of its business or the ownership or leasing of its property, to the extent that
failure to obtain such licenses and approvals would render any Receivable or any
other material part of the corpus of the Trust unenforceable or would materially
and adversely affect the ability of WOFCO to perform any of its obligations
under, or the enforceability of, any Basic Document.
(vii) This Agreement, the Indemnification Agreement, the Certificates and
each Basic Document has been duly authorized, executed and delivered by the
Transferor and WOFCO, as applicable.
(viii) None of (1) the transfer of the Receivables to the Trustee acting on
behalf of the Trust, (2) the assignment of the security interest of the
Transferor in the Collateral Security, (3) the issuance of the Certificates, (4)
the sale of the Investor Certificates, (5) the execution and delivery of the
Certificates, the Basic Documents or this Agreement, (6) the consummation of any
other of the transactions contemplated herein or therein or (7) the fulfillment
of the terms of the Certificates, the Basic Documents or this Agreement by the
Transferor will conflict with, result in a breach of, or constitute a default
under, or with the giving of notice or the passage of time or both, would
constitute a default under or result in the creation or imposition of any Lien
upon any property or assets of the Transferor pursuant to the terms of (i) its
certificate of incorporation or bylaws, (ii) to the best of his knowledge and
information and except as otherwise provided in the Basic Documents, any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
(other than any document relating to any other supplement for the Trust) to
which the Transferor is a party or by which it may be bound, or to which any of
the property or assets of the Transferor is subject, or (iii) to the best of his
knowledge and information, any applicable law, statute or regulation, judgment,
order or decree applicable to the Transferor of any court, regulatory body or
other governmental instrumentality having jurisdiction over the Transferor
except, in the case of clause (ii) and (iii) above, for defaults, breaches or
violations that do not, in the aggregate, have a material adverse effect on the
Transferor.
(ix) None of (1) the transfer of the Receivables and the other property of
the Trust transferred by WOFCO to the Transferor pursuant to the Receivables
Purchase Agreement, (2) the compliance by WOFCO with all of the provisions of
the Basic Documents or the Indemnification Agreement or (3) the consummation of
the transactions herein and therein contemplated, will conflict with, result in
a breach of, or constitute a default under, or with the giving of notice or the
passage of time or both, would constitute a default under or result in the
creation or imposition of any Lien upon any property or assets of WOFCO pursuant
to the terms of (i) its articles of incorporation or bylaws, (ii) to the best of
his knowledge and information and except as otherwise provided in the Basic
Documents, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument (other than any document relating to any other supplement for
the Trust) to which WOFCO is a party or by which it may be bound, or to which
any of the property or assets of WOFCO is subject, or (iii) any applicable law,
statute or regulation or, to the best of their knowledge and information, any
judgment, order or decree applicable to WOFCO of any court, regulatory body or
other governmental instrumentality having jurisdiction over WOFCO except, in the
case of clause (ii) and the second part of clause (iii) above, for defaults,
breaches or violations that do not, in the aggregate, have a material adverse
effect on WOFCO.
(x) To the best of his knowledge and information, (A) there are no actions,
proceedings or investigations pending or threatened required to be disclosed in
the Registration Statement, other than those disclosed therein, (w) asserting
the invalidity of this Agreement, the Indemnification Agreement, any Basic
Document or the Certificates, (x) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions contemplated by this
Agreement or the Basic Documents, (y) that might materially and adversely affect
the performance by the Transferor or WOFCO of its respective obligations under,
or the validity or enforceability of, this Agreement, any Basic Document or the
Certificates or (z) seeking adversely to affect the federal or state income tax
attributes of the Certificates as described in the Prospectus under the heading
"Certain Tax Matters", and (B) all pending legal or governmental proceedings to
which the Transferor or WOFCO is a party or to which any of their property or
assets is subject that are not described in the Registration Statement,
including ordinary routine litigation incidental to the business, are,
considered in the aggregate with respect to the Transferor or WOFCO, as the case
may be, not material.
(3)(i) The favorable opinion of Skadden, Arps, Slate, Meagher & Flom,
special counsel to the Transferor, dated the Closing Date and to the effect that
(A) the Investor Certificates will properly be treated as indebtedness for
Federal income tax purposes and (B) the Trust will not be classified as an
<PAGE>
association or a publicly traded partnership taxable as a corporation for
federal income tax purposes; (ii) the favorable opinion of Macfarlane Ausley
Ferguson & McMullen, special Florida tax counsel to the Transferor, dated the
Closing Date and satisfactory in form and substance to the Underwriter and
counsel to the Underwriter, to the effect that (A) the Trust will not be
classified as an association taxable as a corporation for Florida income tax
purposes but instead will be characterized as it is characterized for federal
income tax purposes, (B) the intangibles held by the Trust will not be subject
to Florida's annual recurring intangible tax imposed under Chapter 199, Florida
Statutes except to the extent that the Transferor retains a 1% interest in the
Trust and/or the receivables held by the Trust on the relevant date each year
and (C) the loan rule promulgated under the Florida Corporate Income Tax Code
and included in the Florida Administrative Code relating to interest on loans by
"financial organizations" (as such term is defined therein), would not apply to
an investment in the Investor Certificates by such a financial organization and
(iii) the favorable opinion of Day Berry & Howard, special Connecticut tax
counsel to the Transferor, dated the Closing Date and satisfactory in form and
substance to the Underwriter and counsel to the Underwriter, to the effect that
(A) the Investor Certificates will be characterized as debt for Connecticut
income tax purposes and (B) the Trust will not be taxable as a separate entity
for such purposes.
(4) Reliance letters relating to each opinion rendered to the Trustee or
either Rating Agency by Skadden, Arps, Slate, Meagher & Flom or any other
counsel to the Transferor or WOFCO in connection with the rating of the Investor
Certificates.
(5) The favorable opinion of counsel to the Trustee, dated the Closing Date
and satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:
(i) The Trustee has been duly incorporated and is validly existing as a
national banking association in good standing under the laws of the United
States with full power and authority (corporate and other) to own its properties
and conduct its business, as presently conducted by it, and to enter into and
perform its obligations under the Basic Documents.
(ii) Each Basic Document has been duly authorized, executed and delivered
by the Trustee, and constitutes a legal, valid and binding obligation of the
Trustee, enforceable in accordance with its terms, except that (y) the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights and (z) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
(iii) The Certificates have been duly executed, authenticated and delivered
by the Trustee.
(iv) Neither the execution nor delivery by the Trustee of the Basic
Documents nor the consummation of any of the transactions by the Trustee
contemplated thereby required the consent or approval of, the giving of notice
to, the registration with or the taking of any other action with respect to, any
governmental authority or agency under any existing federal or state law
governing the banking or trust powers of the Trustee.
(v) The execution and delivery of each Basic Document by the Trustee and
the performance by the Trustee of their respective terms do not conflict with or
result in a violation of (A) any law or regulation of the United States of
America governing the banking or trust powers of the Trustee, (B) the Articles
of Association or ByLaws of the Trustee, or (C) to the best of their knowledge,
any indenture, lease, or material agreement to which the Trustee is a party or
to which its assets are subject.
(6) The favorable opinion of Skadden, Arps, Slate, Meagher & Flom, counsel
for the Underwriter, dated the Closing Date, with respect to the existence of
the Transferor and WOFCO, the validity of the Investor Certificates and such
other related matters as the Underwriter shall request, and the Transferor and
WOFCO shall have furnished or caused to be furnished to such counsel such
documents as they may reasonably request for the purpose of enabling them to
pass upon such matters. In rendering such opinion, Skadden, Arps, Slate, Meagher
& Flom may rely on the opinions of Jeffrey L. Hayman, Day Berry & Howard, and
Macfarlane Ausley Ferguson & McMullen, each counsel to the Transferor and WOFCO,
as to the matters dealt with in such opinions.
(e) The Underwriter shall have received a certificate dated the Closing
Date of the President, any Vice President, the Treasurer or any Assistant
Treasurer, of (i) the Transferor in which such officer shall state that the
representations and warranties of the Transferor in this Agreement are true and
correct, and that, to the best of his knowledge after reasonable investigation,
the Transferor has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the Closing Date,
no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission, and subsequent to the date of this Agreement,
there has been no material adverse change in the condition, financial or
otherwise, of the Transferor except as set forth in or contemplated by the
Prospectus, and (ii) WOFCO in which such officer shall state that the
representations and warranties of WOFCO in the Indemnification Agreement are
true and correct, and that, to the best of his knowledge after reasonable
investigation, WOFCO has complied with all agreements and satisfied all
<PAGE>
conditions on its part to be performed or satisfied under the Indemnification
Agreement and, subsequent to the date of this Agreement, there has been no
material adverse change in the condition, financial or otherwise or in the
earnings, business affairs or business prospects of WOFCO except as set forth in
or contemplated by the Prospectus.
(f) The Class A Certificates shall be rated "Aaa" by Moody's and "AAA" by
Standard & Poor's, and the Class B Certificates shall be rated "A2" by Moody's
and "A" by Standard & Poor's.
The Transferor will provide or cause to be provided to the Underwriter such
conformed copies of such opinions, certificates, letters and documents as the
Underwriter may reasonably request.
SECTION 7. Indemnification and Contribution. (a) The Transferor will
indemnify and hold harmless the Underwriter against any losses, claims, damages
or liabilities, joint or several, to which the Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Underwriter for any actual legal or other expenses
reasonably incurred by the underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Transferor will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Transferor by the
Underwriter specifically for use therein.
(b) The Underwriter will indemnify and hold harmless the Transferor against
any losses, claims, damages or liabilities to which the Transferor may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Transferor by
the Underwriter specifically for use therein, and will reimburse any actual
legal or other expenses reasonably incurred by the Transferor in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action or the assertion by a third party of a
claim, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party except and to the extent of any prejudice to such
indemnifying party arising from such failure to provide such notice. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
<PAGE>
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.
(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Transferor on
the one hand and the Underwriter on the other from the offering of the Investor
Certificates 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 relative benefits referred to in clause (i) above but also the relative
fault of the Transferor on the one hand and the Underwriter on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Transferor on the one hand
and the Underwriter on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Transferor bear to the total underwriting discounts and commissions received
by the Underwriter. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Transferor or the Underwriter and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), the
Underwriter shall not be required to contribute any amount in excess of the
amount by which the total price at which the Investor Certificates underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which the Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(e) The obligations of the Transferor under this Section shall be in
addition to any liability that the Transferor may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
the Underwriter within the meaning of the Act; and the obligations of the
Underwriter under this Section shall be in addition to any liability that the
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Transferor, to each officer of the
Transferor who signed the Registration Statement and to each person, if any, who
controls the Transferor within the meaning of the Act.
(f) Nothing in this Agreement will be construed to create, affect or in any
manner modify, the liability associated with any action arising under this
Agreement of an outside director (as defined in Section 21D(g) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) of the Transferor in respect
of any loss, claim, damage, or expense, with the result that such liability
varies or differs in any material respect from the liability of an outside
director as determined under Section 21D(g) of the 1934 Act.
SECTION 8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Transferor or its officers and of the Underwriter set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation or statement as to the results thereof, made by
or on behalf of the Underwriter, the Transferor, WOFCO or any of their
respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Investor Certificates. If for any
reason the purchase of the Investor Certificates by the Underwriter is not
consummated, the Transferor shall remain responsible for the expenses to be paid
or reimbursed by the Transferor pursuant to Section 5(h) hereof and the
respective obligations of the Transferor and the Underwriter pursuant to Section
7 hereof shall remain in effect. If the purchase of the Investor Certificates by
the Underwriter is not consummated for any reason other than solely because of
the occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(c) hereof, the Transferor will reimburse the Underwriter for all actual
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by it in connection with the offering of the Investor Certificates.
SECTION 9. Notices. All communications hereunder will be in writing and, if
sent to the Underwriter, will be mailed, delivered or telegraphed and confirmed
to it
<PAGE>
at CS First Boston Corporation, Park Avenue Plaza, New York, New York 10055,
Attention: Investment Banking Department - Transactions Advisory Group; or if
sent to the Transferor, will be mailed, delivered or telegraphed and confirmed
to it at World Omni Dealer Funding Inc., 120 N.W. 12th Avenue, Deerfield Beach,
Florida 33442, Attention: A. Tucker Allen, Treasurer.
SECTION 10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
SECTION 11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
SECTION 12. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
<PAGE>
If you are in agreement with the terms of this Underwriting Agreement,
kindly sign and return to us one of the counterparts duplicate hereof, whereupon
it will become a binding agreement between the Transferor and WOFCO and the
Underwriter in accordance with its terms.
Very truly yours,
WORLD OMNI DEALER FUNDING INC.
By: /s/ Patrick C. Ossenbeck
Patrick C. Ossenbeck
Assistant Treasurer
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written:
CS FIRST BOSTON CORPORATION
By: /s/ Jorge Calderon
Name: Jorge Calderon
Title: Director
SERIES 1996-2 SUPPLEMENT
Dated as of May 1, 1996
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1994
WORLD OMNI DEALER FUNDING INC.,
as Transferor
WORLD OMNI FINANCIAL CORP.,
as Servicer
and
FLEET NATIONAL BANK,
as Trustee, on behalf of
the Beneficiaries of the
World Omni Wholesale Master Trust
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2
<PAGE>
TABLE OF CONTENTS
ARTICLE I
CREATION OF THE SERIES 1996-2 CERTIFICATES
SECTION 1.1. Designation 1
ARTICLE II
DEFINITIONS
SECTION 2.1. Definitions 2
ARTICLE III
SERVICING FEE
SECTION 3.1. Servicing Compensation 19
ARTICLE IV
RIGHTS OF SERIES 1996-2 CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.1. Allocations; Payments to Transferor 20
SECTION 4.2. Monthly Interest 22
SECTION 4.3. Determination of Monthly Principal 24
SECTION 4.4. Establishment of Reserve Fund and
Principal Funding Account. 24
SECTION 4.5. Deficiency Amount 27
SECTION 4.6. Application of Investor
Interest Collections, Investment
Proceeds and Available Investor
Principal Collections 28
SECTION 4.7. Carry-Over Amount 31
SECTION 4.8. Application of Reserve Fund and
Available Subordinated Amount 32
SECTION 4.9. Investor Charge-Offs 35
SECTION 4.10. Excess Interest 36
SECTION 4.11. Shared Principal Collections 37
SECTION 4.12. Excess Funding Account 37
<PAGE>
SECTION 4.13. Determination of Accumulation
Period Length 38
SECTION 4.14. Dilution Reserve Fund 39
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 1996-2 CERTIFICATEHOLDERS
SECTION 5.1. Distributions 40
SECTION 5.2. Reports to Series 1996-2
Certificateholders 40
ARTICLE VI
EARLY AMORTIZATION EVENTS
SECTION 6.1. Additional Early
Amortization Events 41
ARTICLE VII
OPTIONAL REPURCHASE
SECTION 7.1. Optional Repurchase 42
ARTICLE VIII
FINAL DISTRIBUTIONS
SECTION 8.1. Acquisition of Certificate-holders' Interest pursuant to
Section 2.3 of the Agreement; Distributions Pursuant to Section
7.1 of this Series Supplement or Section 2.3 or 12.2(c) of the
Agreement 43
SECTION 8.2. Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables Pursuant to Section 9.2 of the Agreement 44
<PAGE>
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1. Ratification of Agreement 46
SECTION 9.2. Counterparts 46
SECTION 9.3. Governing Law 46
SECTION 9.4. Additional Covenants 46
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C Form of Monthly Servicer Report
EXHIBIT D List of Series 1996-2 Accounts
<PAGE>
This SERIES 1996-2 SUPPLEMENT, dated as of May 1, 1996 (as amended,
supplemented or otherwise modified and in effect from time to time, this "Series
Supplement"), among WORLD OMNI DEALER FUNDING INC., a Florida corporation, as
transferor (the "Transferor"), WORLD OMNI FINANCIAL CORP., a Florida
corporation, as servicer (in such capacity, the "Servicer"), and FLEET NATIONAL
BANK, a national banking association, as successor to NationsBank, N.A.
(formerly known as NationsBank of Virginia, N.A.) as trustee (in such capacity,
the "Trustee").
Pursuant to Section 6.3 of the Master Pooling and Servicing Agreement,
dated as of October 1, 1994 (as amended and supplemented or otherwise modified
and in effect from time to time, the "Agreement"), among the Transferor, the
Servicer and the Trustee, the Transferor may from time to time direct the
Trustee to issue, on behalf of the Trust, one or more new Series of Investor
Certificates or Purchased Interests representing fractional undivided interests
in the Trust. The Principal Terms of any new Series or Purchased Interest are to
be set forth in a Supplement to the Agreement or a Purchase Agreement.
Pursuant to this Series Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I.
CREATION OF THE SERIES 1996-2 CERTIFICATES
SECTION 1. Designation. (a) There is hereby created a Series of Investor
Certificates with two (2) Classes to be issued pursuant to the Agreement and
this Series Supplement to be known as the "Series 1996-2, Floating Rate Dealer
Loan Backed Certificates, Class A" and the "Series 1996-2, Floating Rate Dealer
Loan Backed Certificates, Class B".
(b) In the event that any term or provision contained herein shall conflict
with or be inconsistent with any term or provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern.
ARTICLE II.
DEFINITIONS
SECTION 2.1 Definitions. (a) Whenever used in this Series Supplement the
following words and phrases shall have the following meanings.
"Accumulation Period" shall mean, unless an Early Amortization Event shall
have occurred prior thereto (other than an Early Amortization Event which has
resulted in an Early Amortization Period which has ended as described in clause
(c) of the definition thereof), the period commencing on the day immediately
following the last day of the Revolving Period, and ending upon the first to
occur of (a) the commencement of an Early Amortization Period, (b) the payment
in full to Series 1996-2 Certificateholders of the outstanding Class A and Class
B Principal Amount of the Series 1996-2 Certificates and any Carry-Over Amounts
and (c) the Termination Date.
"Additional Early Amortization Event" shall have the meaning specified in
Section 6.1.
"Additional Interest" shall have the meaning specified in Section 4.2(d).
"Adjusted Invested Amount" shall mean, with respect to Series 1996-2 on any
date of determination, the amount necessary so that the Series 1996-2 Allocation
Percentage (calculated in accordance with the definition thereof) will equal the
Target 1996-2 Allocation Percentage (calculated as of the last day of the
Collection Period immediately preceding such date of determination). "Adjustment
Date" shall mean the day falling two (2) London Business Days prior to the first
day of each Interest Period.
"Asset Receivables Rate" for any Interest Period shall equal the product of
(a) the quotient obtained by dividing (i) 360 by (ii) the actual number of days
in such Interest Period and (b) a percentage, expressed as a fraction, (i) the
numerator of which is the sum of (A) the Floating Allocation Percentage of
Interest Collections allocable to the Regular Pool for the latest Collection
Period ending prior to the last day of such Interest Period (which for this
purpose only is based on interest amounts billed to the Dealers which are due
during such Collection Period) less, unless waived by the Servicer, the Monthly
Servicing Fee with respect to such immediately preceding Collection Period and
(B) the Investment Proceeds to be applied on the Distribution Date related to
such Interest Period and (ii) the denominator of which is the sum of (A) the
product of the Floating Allocation Percentage and the sum of the average Regular
Pool Balance (after giving effect to any Investor Charge-Offs), and the average
principal amount of Ineligible Receivables held in the Trust for such
immediately preceding Collection Period, (B) the average principal amount of
Excess Receivables for such immediately preceding Collection Period and (C) the
<PAGE>
Series 1996-2 portion of the average principal balance of funds on deposit in
the Excess Funding Account for such Collection Period.
"Available Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) an amount equal to Investor Principal
Collections for such Distribution Date, (b) Miscellaneous Payments allocable to
Series 1996-2 on deposit in the Collection Account with respect to such
Distribution Date, (c) Shared Principal Collections allocable to Series 1996-2
on deposit in the Collection Account for such Distribution Date and (d) on the
Termination Date, any funds in the Reserve Fund after giving effect to Section
4.8.
"Available Subordinated Amount" for any day shall mean an amount equal to
the lesser of
(x) the Required Subordinated Amount for the current day (calculated with
respect to the preceding Determination Date) and (y) the Available
Subordinated Amount for the preceding Determination Date, minus (A) the
Required Draw Amount with respect to the preceding Distribution Date to the
extent provided in Section 4.8, minus (B) withdrawals from the Reserve Fund
pursuant to Section 4.8 on the preceding Distribution Date to make
distributions pursuant to Section 4.6(a) (v) (but excluding any other
withdrawals from the Reserve Fund), plus (C) the portion of Excess Interest
for such preceding Distribution Date distributed to the Transferor pursuant
to Section 4.10(c), minus (D) the Incremental Subordinated Amount for such
preceding Determination Date, plus (E) the Incremental Subordinated Amount
for the current day (calculated with respect to the preceding Determination
Date), plus (F) the Subordinated Percentage of funds withdrawn from the
Series 1996-2 portion of the Excess Funding Account since the prior
Distribution Date and to be withdrawn from the Series 1996-2 portion of the
Excess Funding Account up to and including the Distribution Date relating
to the current Determination Date and paid to the Transferor or allocated
to one or more Series and Purchased Interests, and minus (G) the
Subordinated Percentage of funds deposited in the Series 1996-2 portion of
the Excess Funding Account since the prior Distribution Date and to be
deposited into the Series 1996-2 portion of the Excess Funding Account up
to and including the succeeding Distribution Date;
provided, that the Transferor may, in its sole discretion, increase the
Available Subordinated Amount for so long as the cumulative amount of such
increases does not exceed the lesser of $1,925,000 or 1.1% of the Invested
Amount on such date; provided further, however, that in the event an Interest
Shortfall exists at the time when the Invested Amount has been reduced to zero,
then, in such event, the Available Subordinated Amount shall remain fixed and
shall be reduced as provided in Section 4.8(d) hereof.
"Available Transferor Collections" shall mean, with respect to any date,
the sum of (a) the Available Transferor Interest Collections for such date and
(b) the Available Transferor Principal Collections for such date; provided,
however, that the Available Transferor Collections shall be zero for any
Collection Period with respect to which the Available Subordinated Amount is
zero on the Determination Date immediately following the end of such Collection
Period.
"Available Transferor Interest Collections" shall mean, with respect to any
date, an amount equal to the result obtained by multiplying (a) the excess of
(i) the Transferor Percentage for the related Collection Period over (ii) the
Excess Transferor Percentage for such Collection Period by (b) Interest
Collections allocable to the Regular Pool for such date. "Available Transferor
Principal Collections" shall mean (with respect to any date), an amount equal to
the result obtained by multiplying (a) the excess of (i) the Transferor
Percentage for the related Collection Period over (ii) the Excess Transferor
Percentage for such Collection Period by (b) Principal Collections allocable to
the Regular Pool for such date.
"Calculation Agent" shall mean the Trustee or any other Calculation Agent
selected by the Transferor which is reasonably acceptable to the Trustee.
"Carry-Over Amount" shall have the meaning specified in Section 4.2(c).
"Certificateholders Monthly Servicing Fee" shall have the meaning specified
in Section 3.1(a).
"Class A Certificate" shall mean any of the Series 1996-2, Floating Rate
Dealer Loan Backed Certificates, Class A, issued by the Trust.
"Class A Certificate Rate" shall mean, with respect to the Class A
Certificates, the Class A LIBOR Rate; provided that if, on any Distribution
Date, the weighted average of the Class A LIBOR Rate and the Class B LIBOR Rate
is greater than the Asset Receivables Rate for the related Interest Period, then
the Class A Certificate Rate shall equal the Asset Receivables Rate.
"Class A Initial Principal Amount" shall mean, on the Closing Date, the
principal amount of $167,500,000.
"Class A Investor Charge-Off" shall have the meaning specified in Section
4.9.
"Class A LIBOR Rate" shall mean, with respect to the Class A Certificates
for any Interest Period, the per annum rate equal to LIBOR plus 14 basis points
(0.14%).
"Class A Monthly Interest" shall have the meaning specified in Section
4.2(a).
"Class A Monthly Principal" shall have the meaning specified in Section
4.3(a).
"Class A Principal Amount" shall mean on any day, an amount determined as
of the last day of the previous Collection Period, equal to the Class A Initial
Principal Amount, minus the sum of (i) the aggregate amount of principal
payments made to Class A Certificateholders and (ii) the aggregate amount, if
any, of unreimbursed Class A Investor Charge-Offs (which will not occur unless
and until the Class B Principal Amount is reduced to zero as a result of Class B
Investor Charge-Offs); provided that the Class A Principal Amount will in no
event be less than zero.
"Class B Certificate" shall mean any of the Series 1996-2, Floating Rate
Dealer Loan Backed Certificates, Class B, issued by the Trust.
"Class B Certificate Rate" shall mean, with respect to the Class B
Certificates, the Class B LIBOR Rate; provided that if, on any Distribution
Date, the weighted average of the Class A LIBOR Rate and the Class B LIBOR Rate
is greater than the Asset Receivables Rate for the related Interest Period, then
the Class B Certificate Rate shall equal the Asset Receivables Rate.
"Class B Initial Principal Amount" shall mean, on the Closing Date,
$7,500,000.
"Class B LIBOR Rate" shall mean, with respect to the Class B Certificates,
the per annum rate equal to LIBOR plus 27 basis points (0.27%).
"Class B Monthly Interest" shall have the meaning specified in Section
4.2(b).
"Class B Monthly Principal" shall have the meaning specified in Section
4.3(b).
"Class B Principal Amount" shall mean on any day, an amount determined as
of the last day of the previous Collection Period, equal to the Class B Initial
Principal Amount, minus the sum of (i) the aggregate amount of principal
payments made to Class B Certificateholders following payment in full of the
Class A Principal Amount and (ii) the aggregate amount, if any, of unreimbursed
Class B Investor Charge-Offs provided that the Class B Principal Amount will in
no event be less than zero.
"Closing Date" shall mean May 21, 1996.
"Controlled Amortization Amount" shall mean the quotient obtained by
dividing the sum of the Class A Principal Amount and the Class B Principal
Amount on the June 1999 Distribution Date (after giving affect to any changes
therein on such date) by the number of months comprising the length of the
Accumulation Period as determined pursuant to Section 4.13.
"Controlled Distribution Amount" shall mean, for any Distribution Date with
respect to the Accumulation Period, the excess, if any, of (i) the product of
the Controlled Amortization Amount and the number of Distribution Dates with
respect to the Accumulation Period through and including such Distribution Date
over (ii) the sum of amounts on deposit in the Series 1996-2 portion of the
Excess Funding Account and the Principal Funding Account, in each case before
giving effect to any withdrawals from or deposits to such accounts on such
Distribution Date.
"Deficiency Amount" shall have the meaning specified in Section 4.5.
"Dilution Reserve Deposit Date" shall mean any Business Day on which the
Regular Transferor Amount is less than the Regular Trust Available Subordinated
Amount (after giving effect to any deposits to the Excess Funding Account on
such day).
"Dilution Reserve Fund" shall have the meaning specified in Section
4.14(a).
"Dilution Reserve Period" shall mean any period commencing on a Dilution
Reserve Trigger Date and ending on the first Business Day thereafter on which
the Regular Transferor Amount is equal to or greater than the sum of the Regular
Trust Available Subordinated Amount plus the Regular Minimum Transferor Amount.
"Dilution Reserve Trigger Date" shall mean any Business Day on which the
Regular Transferor Amount is less than the sum of the Regular Trust Available
Subordinated Amount plus 1% of the Regular Pool Balance (after giving effect to
any deposits to the Excess Funding Account on such date).
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.1 of the Agreement, together with any Additional Early
Amortization Event specified in Section 6.1 of this Series Supplement.
"Early Amortization Period" shall mean an Early Amortization Period with
respect to Series 1996-2.
"Excess Interest" shall mean, with respect to any Distribution Date, the
amount, if any, specified pursuant to Section 4.6(a)(vii) with respect to such
Distribution Date.
"Excess Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the greater of (a) 5% of the sum of the
Class A Initial Principal Amount and the Class B Initial Principal Amount and
(b) the excess of (i) the Minimum Receivables Amount (after giving effect to any
changes thereto on such Determination Date) over (ii) the Pool Balance (after
giving effect to any changes thereto on such Determination Date); provided that
the Excess Reserve Fund Required Amount shall in no event exceed the Available
Subordinated Amount for such Determination Date.
"Excess Transferor Percentage" shall mean, with respect to any Collection
Period, a percentage (which percentage shall never be less than 0% nor more than
100%) equal to 100% minus, (a) when used with respect to Interest Collections
allocable to the Regular Pool Balance, the sum of (i) the aggregate of the
floating allocation percentages for each outstanding Series of Investor
Certificates and Purchased Interests (other than any floating allocation
percentage relating to the Concentration Pool) for such Collection Period and
(ii) the percentage equivalent of a fraction, the numerator of which is the sum
of the available subordinated amounts for all outstanding Series of Investor
Certificates and Purchased Interests (other than any available subordinated
amount relating to the Concentration Pool) as of the Determination Date
occurring in the immediately preceding Collection Period (in each case, after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such Determination Date),
and the denominator of which is the Regular Pool Balance as of the last day of
such immediately preceding Collection Period or (b) when used with respect to
Principal Collections allocable to the Regular Pool Balance, the sum of (i) the
aggregate of the principal allocation percentages of each outstanding Series and
Purchased Interest (other than any principal allocation percentage relating to
the Concentration Pool) that is in its accumulation, amortization or early
amortization period and the aggregate of the floating allocation percentages for
each outstanding Series and Purchased Interest (other than any floating
allocation percentage relating to the Concentration Pool) in its revolving
period with respect to such Collection Period and (ii) the percentage described
in (a)(ii) above for such Collection Period.
"Expected Final Payment Date" shall mean the October 1999 Distribution
Date.
"Floating Allocation Percentage" shall mean, with respect to any Collection
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the immediately preceding Collection Period and the denominator of which is the
Regular Pool Balance as of such last day; provided, however, that, with respect
to the first Collection Period, the Floating Allocation Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the Regular Pool Balance on the
Closing Date; provided further, however, that the Floating Allocation Percentage
on the Closing Date and until the second Determination Date thereafter shall not
exceed the Transferor Percentage at such time minus 2%.
"Incremental Subordinated Amount" shall mean, with respect to any
Determination Date, the sum of (1) the result obtained by multiplying (a) the
Series 1996-2 Allocation Percentage by (b) the excess, if any, of the aggregate
amount of Ineligible Receivables on such Determination Date over the aggregate
amount of Ineligible Receivables that became Defaulted Receivables during the
preceding Collection Period and are subject to reassignment from the Trust
(unless an Insolvency Event with respect to the Transferor or WOFCO has
occurred, in which case such Receivables subject to reassignment shall not be
deducted from the aggregate amount of Ineligible Receivables) plus (2) the
aggregate amount of Excess Receivables as of the last day of the Collection
Period preceding such Determination Date.
"Initial Invested Amount" shall mean, on the Closing Date, the sum of the
Class A Initial Principal Amount and the Class B Initial Principal Amount minus
amounts deposited in the Excess Funding Account on the Closing Date.
"Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
"Interest Shortfall" shall have the meaning specified in Section 4.2(d).
"Invested Amount" shall mean, on any date of determination following the
Closing Date, the Initial Invested Amount minus the sum of (i) the amounts
deposited in the Excess Funding Account and available for Series 1996-2 in
connection with a reduction in Principal Receivables, (ii) the amount of
principal payments (except principal payments made from the Series 1996-2
portion of the Excess Funding Account and transfers made from the Series 1996-2
portion of the Excess Funding Account to the Principal Funding Account) made to
Certificateholders or deposited in the Principal Funding Account prior to such
date of determination and (iii) the aggregate amount of unreimbursed Class A
Investor Charge-Offs and Class B Investor Charge-Offs for all previous
Distribution Dates, and plus the amount of any withdrawals from the Excess
Funding Account allocable to Series 1996-2 in connection with an increase in
Principal Receivables.
"Investment Proceeds" shall mean, for any Distribution Date, an amount
equal to the sum of (a) the investment earnings credited to the Collection
Account on the related Determination Date with respect to funds held in the
Reserve Fund and the Principal Funding Account, (b) the amount of investment
earnings allocable to Series 1996-2 credited to the Collection Account on the
related Determination Date with respect to funds held in the Collection Account
and (c) all investment income earned on amounts in the Excess Funding Account
allocable to Series 1996-2 since the preceding Distribution Date, in each case
net of losses and investment expenses.
"Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Collection Period to the extent allocable to the Regular Pool Balance (as
specified in Section 4.5 of the Agreement) and (b) the Floating Allocation
Percentage for the related Collection Period.
"Investor Interest Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating Allocation
Percentage for the related Collection Period and (ii) Interest Collections
allocable to the Regular Pool for the related Collection Period.
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or an Early Amortization
Period, for the related Collection Period (or any partial Collection Period
which occurs as the first Collection Period during an Early Amortization
Period), and (ii) Principal Collections allocable to the Regular Pool (as
specified in Section 4.5 of the Pooling and Servicing Agreement) for the related
Collection Period (or any partial Collection Period which occurs as the first
Collection Period during an Early Amortization Period) and (b) the amount, if
any, of Interest Collections, Excess Interest, Investment Proceeds and funds
from the Reserve Fund and Available Transferor Collections to be distributed
pursuant to Section 4.6(a)(v), 4.8(a) and (b) (to the extent Section 4.8(a) and
(b) relate to a shortfall in distributions pursuant to Section 4.6(a)(v)) or
4.10(a) and (b) on such Distribution Date.
"LIBOR" shall mean, with respect to any Interest Period, the offered rates
for deposits in United States dollars having a maturity of one month (the "Index
Maturity") on the related Adjustment Date which appears on the Telerate Page
3750 as of approximately 11:00 A.M. (London time) on such date of calculation,
as determined by the Servicer and confirmed by the Calculation Agent. If such
rate does not appear on the Telerate Page 3750, LIBOR with respect to such
Interest Period will be determined at approximately 11:00 A.M. (London time) on
such Adjustment Date on the basis of the rate at which deposits in United States
dollars having the Index Maturity are offered by four major banks in the London
interbank market selected by the Calculation Agent and in a principal amount
equal to an amount of not less than U.S. $1,000,000 and that is representative
for a single transaction in such market at such time. The Calculation Agent will
request the principal London office of each of such banks to provide a quotation
of its rate which rate will be reconfirmed by the Calculation Agent. If such
quotations are provided, LIBOR will be the arithmetic mean (rounded upwards, if
necessary, to the nearest five decimal points) of such quotations. If fewer than
two quotations are provided, LIBOR with respect to such Interest Period will be
the arithmetic mean (rounded upwards as aforesaid) of the rates quoted at
approximately 11:00 A.M. (New York City time), on such Adjustment Date by three
major banks in The City of New York selected by the Calculation Agent for loans
in United States dollars to leading European banks having the Index Maturity and
in a principal amount equal to an amount of not less than U.S. $1,000,000 and
that is representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, LIBOR in effect for the applicable period will be
LIBOR in effect for the previous period.
"London Business Day" shall mean any business day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Monthly Dilution Amount" shall have the meaning specified in Section
4.5(a)(vi).
"Monthly Interest" shall have the meaning specified in Section 4.2.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Principal Collections for such Collection
Period by the daily average aggregate amount of Principal Receivables included
in the Trust for such Collection Period.
"Monthly Principal" shall mean, with respect to the Series 1996-2
Certificates, the sum of Class A Monthly Principal and Class B Monthly
Principal.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.1.
"Pool Factor" shall mean, with respect to any Determination Date, a number
carried out to eleven decimals representing the ratio of the sum of the Class A
Principal Amount and the Class B Principal Amount as of such Determination Date
(determined after taking into account any increases or decreases in such sum
which will occur on the following Distribution Date) to the Invested Amount.
"Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the Revolving Period and the denominator of which is the greater
of (i) the Regular Pool Balance as of the last day of the immediately preceding
Collection Period and (ii) the sum of the numerators used to calculate (x) for
any Regular Series or Purchased Interest relating to the Regular Pool in its
revolving period, the floating allocation percentage thereof with respect to
Collections allocable to the Regular Pool Balance, and (y) for any Series or
Purchased Interest in its accumulation period or any early amortization period,
the principal allocation percentage thereof with respect to Collections
allocable to the Regular Pool Balance.
"Principal Funding Account" shall have the meaning specified in Section
4.4(b)(i).
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Class A Principal Amount and the
Class B Principal Amount on such Distribution Date, (ii) accrued and unpaid
interest on the unpaid principal balance of the Series 1996-2 Certificates
(calculated on the basis of the aggregate outstanding principal balance of the
Series 1996-2 Certificates at the applicable Certificate Rate through the day
preceding such Distribution Date) and (iii) the amount of Additional Interest,
if any, for such Distribution Date.
"Regular Purchased Interest" shall mean a Purchased Interest with respect
to the Regular Pool.
"Required Draw Amount" shall have the meaning specified in Section 4.5.
"Required Subordinated Amount" shall mean, as of any date of determination,
either (A) if the amount on deposit in the Series 1996-2 portion of the Excess
Funding Account equals zero, the sum of (a) the product of (i) the Subordinated
Percentage and (ii) the sum of the Class A Principal Amount and the Class B
Principal Amount on such date and (b) the Incremental Subordinated Amount or (B)
if the amount on deposit in the Series 1996-2 portion of the Excess Funding
Account is greater than zero, the sum of (i) the Incremental Subordinated Amount
plus (ii) the product of 4% multiplied by the Regular Pool Balance multiplied by
the Series 1996-2 Allocation Percentage and multiplied by 98%; provided that for
any Determination Date following the end of the Revolving Period, or on any
Determination Date on which a Carry-Over Amount exists, the Required
Subordinated Amount shall in no event be less than an amount equal to the
Subordinated Percentage of the sum of the Class A Initial Principal Amount and
the Class B Initial Principal Amount.
"Reserve Fund" shall have the meaning specified in Section 4.4(a).
"Reserve Fund Deposit Amount" shall mean, with respect to any Distribution
Date, the amount, if any, by which (i) the Reserve Fund Required Amount for such
Distribution Date exceeds (ii) the amount of funds in the Reserve Fund after
giving effect to any withdrawals therefrom on such Distribution Date.
"Reserve Fund Required Amount" shall mean, for any Distribution Date, 0.50%
of the sum of the Class A Principal Amount and the Class B Principal Amount as
of such Distribution Date (after giving effect to any change therein on such
Distribution Date).
"Revolving Period" shall mean the period beginning at the close of business
on the Business Day immediately preceding the Series Cut-Off Date and ending on
the earlier of (a) with respect to the Accumulation Period, the close of
business on the date determined by the Servicer on the June 1999 Distribution
Date pursuant to Section 4.13, and (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period ends as described in clause (c) of the definition thereof,
the Revolving Period will recommence as of the close of business on the day such
Early Amortization Period ends.
"Series Cut-Off Date" shall mean the Closing Date.
"Series 1996-2" shall mean the Series of Investor Certificates the terms of
which are specified in this Series Supplement.
"Series 1996-2 Accounts" shall have the meaning specified in Section
4.4(c)(i).
"Series 1996-2 Allocation Percentage" for a Collection Period shall mean
the percentage derived from the fraction the numerator of which is the Adjusted
Invested Amount on the last day preceding such Collection Period and the
denominator of which is the Regular Trust Adjusted Invested Amount on the last
day preceding such Collection Period, in each case excluding any invested amount
relating to the Concentration Pool; provided, that the Series 1996-2 Allocation
Percentage on the Closing Date, and until the last day preceding the next
Collection Period, shall be 13.618677%.
"Series 1996-2 Certificateholders" shall mean the Holders of Series 1996-2
Certificates.
"Series 1996-2 Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Series 1996-2 Certificates.
"Series 1996-2 Certificates" shall mean any one of the Class A Certificates
and Class B Certificates executed by the Transferor and authenticated by the
Trustee, substantially in the forms of Exhibits A-1 and A-2 hereof.
"Series 1996-2 Principal Shortfall" shall have the meaning specified in
Section 4.11.
"Series 1996-2 Shared Principal Collections" shall mean that portion of
Shared Principal Collections allocated to Series 1996-2 pursuant to Section
4.11.
"Servicing Fee Rate" shall mean, with respect to Series 1996-2, 1% or, for
any Distribution Date in respect of which the Monthly Servicing Fee has been
waived, 0%.
"Shared Principal Collections" shall have the meaning specified in Section
4.6(b)(ii).
"Shortfall Amount" shall have the meaning specified in Section 4.2(c).
"Shortfall Demand Note" shall have the meaning specified in Section 6.1(e).
"Special Payment Date" shall mean each Distribution Date with respect to
any Early Amortization Period (other than an Early Amortization Period which has
ended as described in clause (c) of the definition of such term in the
Agreement).
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is 4% and the denominator of which is the
excess of 100% over 4%.
"Target Adjusted Invested Amount" shall mean, on any date of determination
for each Series which is outstanding (other than Series 1996-2), an amount with
respect to such Series which is equal to (a) (i) during its revolving period,
the invested amount as of the last day of the Collection Period immediately
preceding such day or (ii) during its accumulation period or any early
amortization period, the invested amount of such Series as of the last day of
its revolving period minus (b) the amount of all unreimbursed investor
charge-offs on such day with respect to such Series plus (c) the available
subordinated amount for such Series (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such day).
"Target 1996-2 Adjusted Invested Amount" shall mean, on any date of
determination, an amount equal to (a) (i) during the Revolving Period, the
Invested Amount as of the last day of the Collection Period immediately
preceding such day or (ii) during the Accumulation Period or an Early
Amortization Period, the Invested Amount as of the last day of the Revolving
Period minus (b) the amount of all unreimbursed Investor Charge-Offs on such day
plus (c) the Available Subordinated Amount (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date during the Collection Period in which such date occurs).
"Target 1996-2 Allocation Percentage" shall mean, on any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Target 1996-2 Adjusted Invested Amount and the denominator of which is
the sum of (i) the Target 1996-2 Adjusted Invested Amount and the Target
Adjusted Invested Amounts for each other Series which is not a Concentration
Series.
"Telerate Page 3750" shall mean the display page designated on the Dow
Jones Telerate Service, or such other page as may replace such page on that
service or such other service or services as may be selected by the British
Banker's Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits.
"Termination Date" shall mean, with respect to the Series 1996-2
Certificates, the October 2001 Distribution Date.
"Termination Proceeds" shall mean any termination proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.2(c) of the
Agreement with respect to Series 1996-2.
"Transferor Collections" shall mean, with respect to any Collection Period,
the sum of (a) the Transferor Percentage of Interest Collections for the related
Collection Period plus (b) the Transferor Percentage of Principal Collections
for the related Collection Period.
"Transferor Percentage" shall mean 100% minus (a) when used with respect to
Interest Collections allocable to the Regular Pool Balance, the aggregate of the
floating allocation percentages for all Series and Purchased Interests (other
than any floating allocation percentage relating to the Concentration Pool) and
(b) when used with respect to Principal Collections allocable to the Regular
Pool Balance (i) the sum of aggregate of the floating allocation percentages for
each Series and Purchased Interest (other than any floating allocation
percentage relating to the Concentration Pool) in its Revolving Period and the
aggregate of the principal allocation percentages for each Series and Purchased
Interests (other than any principal allocation percentage relating to the
Concentration Pool) in its amortization, accumulation or early amortization
period, but in each case shall not be less than 0%.
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to Series 1996-2, Standard & Poor's and
Moody's. As used in this Series Supplement and in the Agreement with respect to
Series 1996-2, "highest investment category" shall mean (i) in the case of
Standard & Poor's, AAA and A-1+, as applicable, and (ii) in the case of Moody's,
Aaa and P-1, as applicable.
(c) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement. The definitions in Section 2.1
are applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.
(d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
ARTICLE III.
SERVICING FEE
SECTION 3.1. Servicing Compensation. (a) The monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the first Distribution Date following the
Series 1996-2 Termination Date and the first Distribution Date on which the
Invested Amount is zero, in an amount equal to one-twelfth (1/12) of the product
of (a) the Servicing Fee Rate and (b) the Series 1996-2 Allocation Percentage of
the Regular Pool Balance as of the last day of the second Collection Period
preceding such Distribution Date (or with respect to the first Distribution
Date, as of the Closing Date). The share of the Servicing Fee allocable to the
Series 1996-2 Certificateholders with respect to any Distribution Date (the
"Certificateholders' Monthly Servicing Fee") shall be equal to one-twelfth
(1/12) of the product of (a) the Servicing Fee Rate and (b) the Invested Amount
as of the last day of the Collection Period second preceding such Distribution
Date; provided, however, that with respect to the first and second Distribution
Date, the Certificateholders' Monthly Servicing Fee shall be equal to $0 for the
first Distribution Date and $10,552.32 for the second Distribution Date. The
remainder of the Monthly Servicing Fee shall be paid by the Transferor and in no
event shall the Trust, the Trustee or the Series 1996-2 Certificateholders be
liable for the share of the Monthly Servicing Fee to be paid by the Transferor;
and the remainder of the Servicing Fee shall be paid by the Transferor and the
Investor Certificateholders of other Series and the Series 1996-2
Certificateholders shall in no event be liable for the share of the Servicing
Fee to be paid by the Transferor or the Investor Certificateholders of other
Series. The Certificateholders' Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution in
accordance with the terms of this Series Supplement.
(b) The Servicer will be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or
before the related Determination Date; provided that the Servicer believes that
sufficient Interest Collections will be available on any future Distribution
Date to pay the Certificateholders' Monthly Servicing Fee relating to the waived
Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for
any Distribution Date, the Monthly Servicing Fee and the Certificateholders
Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for
all purposes of this Series Supplement and the Agreement; provided, however,
that such Certificateholders' Monthly Servicing Fee shall be paid on a future
Distribution Date solely to the extent amounts are available therefor pursuant
to Section 4.10(e); provided, further that, to the extent any such waived
Certificateholders' Monthly Servicing Fee is so paid, the related portion of the
Monthly Servicing Fee to be paid by the Transferor shall be paid by the
Transferor to the Servicer.
ARTICLE IV.
RIGHTS OF SERIES 1996-2 CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.1. Allocations; Payments to Transferor .
(a) Interest Collections, Principal Collections, Miscellaneous Payments,
Investment Proceeds and Defaulted Amounts, as they relate to Series 1996-2 and
the Regular Pool Balance, shall be allocated and distributed as set forth in
this Article IV.
(b) The Servicer shall instruct the Trustee in writing to withdraw from the
Collection Account and pay to the Transferor on the dates set forth below the
following amounts:
(i) on each Deposit Date on which all Collections received on that day have
been deposited in the Collection Account:
(A) an amount equal to the Excess Transferor Percentage for the related
Collection Period of Interest Collections deposited in the Collection Account
and allocable to the Regular Pool Balance (as specified in Section 4.5 of the
Agreement) for such Deposit Date; and
(B) an amount equal to the Excess Transferor Percentage for the related
Collection Period of Principal Collections allocable to the Regular Pool and
deposited in the Collection Account for such Deposit Date, if the Regular
Transferor Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the sum of the Regular
Trust Available Subordinated Amount for the immediately preceding Determination
Date plus the Regular Minimum Transferor Amount (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period on which all
Collections received on that day have been deposited in the Collection Account,
an amount equal to the Available Transferor Collections for such Deposit Date,
if the Regular Transferor Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit Date) exceeds the
sum of the Regular Trust Available Subordinated Amount for the immediately
preceding Determination Date and the Regular Minimum Transferor Amount (after
giving effect to the allocations, distributions, withdrawal, and deposits to be
made on the Distribution Date immediately following such Deposit Date);
provided, however, that Available Transferor Collections shall be paid to the
Transferor with respect to any Collection Period only after an amount equal to
the sum of (A) the Deficiency Amount, if any, relating to the immediately
preceding Collection Period, (B) the excess, if any, of the Reserve Fund
Required Amount over the amount in the Reserve Fund on the immediately preceding
Distribution Date (after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund on such Distribution Date), has been
deposited in the Collection Account and (C) any Shortfall Amount and Carry-Over
Amount has been paid from such Available Transferor Collections.
The withdrawals to be made from the Collection Account pursuant to this
Section 4.1(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.3 of the
Agreement, payment of the purchase price for the Series 1996-2
Certificateholders' Interest pursuant to Section 7.1 of this Series Supplement
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 9.2 or 12.2 of the Agreement.
(c) The Servicer shall instruct the Trustee to withdraw from the Collection
Account and deposit into the Reserve Fund on Deposit Dates with respect to the
Revolving Period Available Transferor Principal Collections for such Deposit
Date, up to the amount of the excess, if any, determined pursuant to Section
4.1(b)(ii)(B).
SECTION 4.2 Monthly Interest. (a) The amount of Class A monthly interest
("Class A Monthly Interest") with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to a fraction, the numerator of which
is the number of days in the related Interest Period and the denominator of
which is 360, of the product of (i) the applicable Class A Certificate Rate and
(ii) the outstanding Class A Principal Amount as of the close of business on the
preceding Distribution Date (after giving effect to all repayments of principal
made to Class A Certificateholders on such preceding Distribution Date, if any).
(b) The amount of Class B Monthly Interest ("Class B Monthly Interest")
with respect to the Class B Certificates on any Distribution Date shall be an
amount equal to a fraction, the numerator of which is the number of days in the
related Interest Period and the denominator of which is 360, of the product of
(i) the applicable Class B Certificate Rate and (ii) the outstanding Class B
Principal Amount as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to Class B
Certificateholders on such preceding Distribution Date, if any).
(c) In the event that, with respect to any Distribution Date, the Class A
Certificate Rate and the Class B Certificate Rate for any Interest Period are
limited to the Asset Receivables Rate, then the excess of interest calculated at
the applicable Class A or Class B LIBOR Rate over the Asset Receivables Rate
shall constitute a shortfall amount (a "Shortfall Amount") with respect to
interest due and owing on the Class A Certificates and the Class B Certificates,
as applicable, and shall be payable on such Distribution Date. If, with respect
to such Distribution Date, the Servicer determines that an insufficiency of
funds exists to pay such Shortfall Amount after allocation of collections
pursuant to Section 4.6(a), then the Servicer shall notify the Transferor of
such insufficiency and the Transferor shall be obligated to deposit the amount
of such insufficiency, in immediately available funds, into the Collection
Account no later than the Business Day preceding the related Distribution Date.
In the event a Shortfall Amount is not paid on any Distribution Date, interest
shall accrue on the Shortfall Amount at the applicable Class A or Class B LIBOR
Rate plus 2% (such Shortfall Amount plus interest thereon, compounded monthly, a
"Carry-Over Amount") and shall be payable on the next succeeding Distribution
Date.
(d) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Interest Shortfall"), of (x)
the sum of Class A Monthly Interest and the Class B Monthly Interest for the
Interest Period applicable to such Distribution Date and any outstanding
Interest Shortfalls plus Additional Interest thereon as set forth below over (y)
the amount of Interest Collections allocable to the Regular Pool which will be
available to be deposited in the Collection Account on such Distribution Date in
respect thereof pursuant to this Series Supplement. Interest shall accrue on any
outstanding Interest Shortfall at the applicable Certificate Rate plus 2%,
compounded monthly (such interest, "Additional Interest"), and shall be payable
as provided herein on succeeding Distribution Dates.
SECTION 4.3 Determination of Monthly Principal. (a) The amount of monthly
principal ("Class A Monthly Principal") available to be distributed or deposited
in the Principal Funding Account with respect to the Class A Certificates on
each Distribution Date with respect to an Early Amortization Period and the
Accumulation Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that for
each Distribution Date with respect to the Accumulation Period, the sum of Class
A Monthly Principal and Class B Monthly Principal (together, "Monthly
Principal") shall not exceed the Controlled Distribution Amount for such
Distribution Date; and provided, further, that (i) Class A Monthly Principal
shall not exceed the Class A Principal Amount and (ii) Monthly Principal shall
not exceed the Invested Amount.
(b) The amount of monthly principal ("Class B Monthly Principal") available
to be distributed with respect to the Class B Certificates on each Distribution
Date with respect to an Early Amortization Period and the Accumulation Period
shall equal zero until the Distribution Date on which the Class A Certificates
have been paid or provided for in full; on and after such Distribution Date,
Class B Monthly Principal shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date after the Class A
Certificates have been paid or provided for in full; provided that Class B
Monthly Principal shall not exceed the Class B Principal Amount.
SECTION 4.4 Establishment of Reserve Fund and Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series 1996-2 Certificateholders,
shall cause to be established and maintained in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Reserve Fund") which
shall be identified as the "Reserve Fund for the World Omni Wholesale Master
Trust, Series 1996-2" and shall bear a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1996-2
Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments selected
by the Servicer that will mature so that such funds will be available at the
close of business on or before the Business Day next preceding the following
Distribution Date. All Eligible Investments shall be held by the Trustee for the
benefit of the Series 1996-2 Certificateholders. On each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Reserve Fund received prior to such Distribution Date
shall be credited to the Collection Account and applied as set forth in Section
4.6(a) of this Series Supplement. Funds deposited in the Reserve Fund on a
Business Day (which immediately precedes a Distribution Date) upon the maturity
of any Eligible Investments are not required to be invested overnight.
(b)(i) The Servicer, for the benefit of the Certificateholders, shall cause
to be established and maintained in the name of the Trustee, on behalf of the
Trust, an Eligible Deposit Account (the "Principal Funding Account", which shall
be identified as the "Principal Funding Account for World Omni Wholesale Master
Trust, Series 1996-2" and shall bear a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1996-2
Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 1996-2 Certificateholders. On
each Distribution Date all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit therein shall be credited to the
Collection Account and applied as set forth in Section 4.6(a) of this Series
Supplement. Funds on deposit in the Principal Funding Account shall be invested
at the direction of the Servicer in Eligible Investments that will mature so
that such funds will be available on or before the close of business on the
Business Day next preceding the following Distribution Date or, if an Early
Amortization Event shall have occurred, the next Special Payment Date. Funds
deposited in the Principal Funding Account on a Business Day (which immediately
precedes the Expected Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(c)(i) The Trustee shall possess all right, title and interest in, to and
under all funds on deposit from time to time in, and all Eligible Investments
credited to, the Reserve Fund and the Principal Funding Account (collectively,
the "Series 1996-2 Accounts") and in all proceeds thereof. The Series 1996-2
Accounts shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders. If, at any time, any of the Series 1996-2
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the Servicer
on its behalf) shall within ten (10) Business Days (or such longer period, not
to exceed thirty (30) calendar days, as to which each Rating Agency may consent)
establish a new Series 1996-2 Account meeting the conditions specified in
paragraph (a)(i), (b)(i) or (c)(i) above, as applicable, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Series
1996-2 Account. Neither the Transferor, the Servicer nor any person or entity
claiming by, through or under the Transferor, the Servicer or any such person or
entity shall have any right, title or interest in, or any right to withdraw any
amount from, any Series 1996-2 Account, except as expressly provided herein.
Exhibit D to this Series Supplement identifies each Series 1996-2 Account by
setting forth the account number of each such account, the account designation
of each such account and the name of the institution with which such account has
been established. If a substitute Series 1996-2 Account is established pursuant
to this Section, the Servicer shall provide to the Trustee an amended Exhibit D,
setting forth the relevant information for such substitute Series 1996-2
Account. The Reserve Fund and the Principal Funding Account shall be the
property of the Transferor for federal income tax purposes and the Transferor
shall report the investment earnings on each such fund in its federal income tax
return.
(ii) Pursuant to the authority granted to the Servicer in Section 3.1(a) of
the Agreement, the Servicer shall have the power, revocable by the Trustee, to
make withdrawals and payments or to instruct the Trustee to take withdrawals and
payments from the Series 1996-2 Accounts for the purposes of carrying out the
Servicer's or Trustee's duties hereunder.
SECTION 4.5 Deficiency Amount . With respect to each Distribution Date, on
the related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which
(a) the sum of:
(i) Class A Monthly Interest and Class B Monthly Interest for such
Distribution Date;
(ii) any Interest Shortfall previously due but not deposited in the
Collection Account on a prior Distribution Date;
(iii) Additional Interest, if any, for such Distribution Date;
(iv) the Certificateholders' Monthly Servicing Fee for such Distribution
Date (unless waived);
(v) the Investor Default Amount, if any, for such Distribution Date; and
(vi) an amount (the "Monthly Dilution Amount") equal to the Series 1996-2
Allocation Percentage of the amount of any Adjustment Payment required to be
deposited in the Collection Account pursuant to Section 3.9(a) of the Agreement
with respect to the related Collection Period that has not been so deposited as
of such Determination Date,
exceeds:(b) the sum of
(i) the Floating Allocation Percentage of Interest Collections allocable to
the Regular Pool for such Distribution Date plus any Investment Proceeds, if
any, with respect to such Distribution Date and
(ii) the amount of funds in the Reserve Fund which are available pursuant
to Section 4.8(a) to cover any portion of the amount, if any, by which the
amount of clause (a) exceeds the amount of clause (b)(i).
The "Required Draw Amount" shall be the lesser of (x) the Deficiency Amount
and (y) the Available Subordinated Amount on the related Determination Date. In
the event that any Shortfall Amount or Carry-Over Amount remains outstanding at
such time as the Class A Principal Amount and the Class B Principal Amount are
paid in full, then the Required Draw Amount for such Distribution Date (after
such payment of the Class A Principal Amount and the Class B Principal Amount)
and subsequent Distribution Dates shall include any Carry-Over Amount, until
such Carry-Over Amounts have been paid in full.
SECTION 4.6 Application of Investor Interest Collections, Investment
Proceeds and Available Investor Principal Collections . The Servicer shall cause
the Trustee to make the following distributions from the Collection Account on
each Distribution Date:
(a) On each Distribution Date, an amount equal to the sum of (i) the
Floating Allocation Percentage of Interest Collections allocable to the Regular
Pool and (ii) any Investment Proceeds with respect to such Distribution Date
will be distributed in the following priority:
(i) first, an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any outstanding Interest Shortfall
attributable to the Class A Certificates and the amount of any Additional
Interest for such Distribution Date shall be distributed to Class A
Certificateholders;
(ii) second, an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any outstanding Interest Shortfall
attributable to the Class B Certificates and the amount of any Additional
Interest for such Distribution Date shall be distributed to Class B
Certificateholders;
(iii) third, an amount equal to the Certificateholders' Monthly Servicing
Fee for such Distribution Date shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount, if any,
for such Distribution Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the sum of the Investor Default Amount, if
any, and the Monthly Dilution Amount, if any, for such Distribution Date shall
be treated as a portion of Available Investor Principal Collections for such
Distribution Date;
(vi) sixth, an amount equal to the sum of (x) any Shortfall Amount for the
current Distribution Date and (y) any accrued and unpaid Carry-Over Amount from
a prior Distribution Date, if any, shall be paid first to the Class A
Certificateholders to the extent of available funds and then to the Class B
Certificateholders; and
(vii) seventh, the balance, if any, shall constitute Excess Interest and
shall be allocated and distributed as set forth in Section 4.10.
(b) On each day during the Revolving Period, an amount equal to Principal
Collections allocable to the Regular Pool deposited on any day shall be applied
by the Servicer in the following priority:
(i) first, to make a deposit in the Series 1996-2 portion of the Excess
Funding Account to the extent necessary so that the balance therein equals the
excess, if any, of (a) the sum of (i) the Class A Principal Amount and the Class
B Principal Amount, calculated as of the last day of the previous Collection
Period and (ii) the Available Subordinated Amount (excluding the Incremental
Subordinated Amount) on such day over (b) the product of the Series 1996-2
Allocation Percentage and the Regular Pool Balance on such date, multiplied by
98%; and
(ii) second, an amount equal to the balance (such balance being part of
"Shared Principal Collections"), if any, of such Available Investor Principal
Collections shall be applied in accordance with Section 4.4 of the Agreement.
(c) For purposes of determining the amount to be applied pursuant to
subparagraph (b)(i) above, allocations of the amounts to be deposited in the
Excess Funding Account and allocated to Series 1996-2 and all other outstanding
Series and Purchased Interests shall be made pro rata on the basis of the
invested amounts (including the Invested Amount) for such Series and Purchased
Interests.
(d) If on any day during the Revolving Period, the balance on deposit in
the Series 1996-2 portion of the Excess Funding Account exceeds the amount
calculated pursuant to clause (b)(i) above, then funds in an amount up to the
amount of such excess shall be withdrawn from the Excess Funding Account and
treated as Available Investor Principal Collections.
(e) On each Distribution Date with respect to the Accumulation Period or an
Early Amortization Period, an amount equal to Available Investor Principal
Collections will be distributed in the following priority:
(i) first, an amount equal to Class A Monthly Principal for such
Distribution Date shall be deposited by the Servicer into the Principal Funding
Account;
(ii) second, an amount equal to Class B Monthly Principal for such
Distribution Date shall be deposited by the Servicer into the Principal Funding
Account; and
(iii) third, for each Distribution Date with respect to the Accumulation
Period (unless an Early Amortization Event has occurred), after giving effect to
the deposits referred to in clauses (i) and (ii) above, an amount equal to the
balance (such balance being part of "Shared Principal Collections"), if any, of
such Available Investor Principal Collections shall be applied in accordance
with Section 4.4 of the Agreement and Section 4.11 hereof.
(iv) fourth, if such Distribution Date is on a Special Payment Date or the
Expected Final Payment Date, all amounts on deposit in the Principal Funding
Account and the Excess Funding Account allocable to Series 1996-2 up to a
maximum amount on any such day equal to the excess of the outstanding principal
balance of the Series 1996-2 Certificates over the unreimbursed Investor
Charge-Offs, shall be distributed first to the Class A Certificateholders to the
extent due and owing and second, to the extent funds are available, to the Class
B Certificateholders to the extent due and owing.
SECTION 4.7 Carry-Over Amount.
In the event that, at such time as the Class A Principal Amount and the
Class B Principal Amount are paid in full, any Carry-Over Amount remains
outstanding, then Series 1996-2 shall remain outstanding with an Invested Amount
of zero. On each succeeding Distribution Date until the Carry-Over Amount shall
have been paid in full, Available Transferor Collections shall be applied as set
forth in Section 4.8 to pay such Carry-Over Amount first, to the Class A
Certificateholders and then to the Class B Certificateholders until the
Carry-Over Amount (including interest therein, compounded monthly) has been paid
in full.
For so long as the Series 1996-2 Certificates remain outstanding (including
for any period for which a Carry-Over Amount remains outstanding) (i) WOFCO
shall maintain in effect (and renew, to the extent necessary) and (ii) the
Transferor shall not cancel or otherwise waive its rights under, the demand note
designated "Demand Note A" dated as of October 25, 1994.
SECTION 4.8 Application of Reserve Fund and Available Subordinated Amount .
(a) If the sum of the Investor Interest Collections and Investment Proceeds, if
any, on any Distribution Date pursuant to Section 4.6(a) is not sufficient to
make all distributions required on such Distribution Date by Sections 4.6(a)(i),
(ii), (iii) and (v), the Servicer shall cause the Trustee to withdraw funds from
the Reserve Fund to the extent available therein, and apply such funds to
complete the distributions pursuant to Sections 4.6(a)(i), (ii), (iii) and (v);
provided that during any Early Amortization Period (other than an Early
Amortization Period which has ended as described in clause (c) of the definition
thereof), funds shall not be withdrawn from the Reserve Fund to make
distributions otherwise required by Section 4.6(a)(v) to the extent that, after
giving effect to such withdrawal, the amount on deposit in the Reserve Fund
shall be less than $1,000,000.
(b) If there is a Required Draw Amount for any Distribution Date, the
Servicer shall, subject to the following paragraph, apply or cause the Trustee
to apply the Available Transferor Collections with respect to the related
Collection Period, but only up to the amount of the Required Draw Amount, to
make up the shortfall in the distributions required by Sections 4.6(a)(i), (ii),
(iii) and (v) that have not been made through the application of funds from the
Reserve Fund in accordance with Section 4.8(a). The amount of the Available
Transferor Collections applied in accordance with the preceding sentence shall
reduce the Available Subordinated Amount. Any such Available Transferor
Collections remaining after the application thereof pursuant to the preceding
sentence shall be added to Available Investor Principal Collections for such
Distribution Date, but only up to the amount of unpaid Adjustment Payments
allocated to Series 1996-2 as described in Section 4.5(a)(vi). If the Required
Draw Amount exceeds Available Transferor Collections for such Distribution Date,
the Available Subordinated Amount shall be reduced by the amount of such excess,
but not by more than the sum of the Investor Default Amount and the Monthly
Dilution Amount for such Distribution Date.
If, for such Distribution Date, the sum of the Required Draw Amount and the
aggregate of the required subordination draw amounts for all other Series and
Purchased Interests outstanding exceeds the Available Transferor Collections
with respect to the related Collection Period, then such Available Transferor
Collections shall be allocated to such Series and Purchased Interests (including
Series 1996-2) pro rata on the basis of such required draw amounts (including
the Required Draw Amount).
(c) If, after giving effect to the allocations of, distributions from, and
deposits in, the Reserve Fund made pursuant to Sections 4.1(c), 4.4, 4.6(a) and
4.8(a) and (d), (i) the amount in the Reserve Fund is greater than the Reserve
Fund Required Amount for such Distribution Date, then the Servicer shall (x) if
any Shortfall Amount or Carry-Over Amount exists for such Distribution Date,
apply the excess to pay such amount and, (y) thereafter, cause the Trustee to
distribute such excess amount to the Transferor and (ii) the amount in the
Reserve Fund is less than such Reserve Fund Required Amount, then the Trustee
shall, subject to the following paragraph, deposit any remaining Available
Transferor Collections for such Distribution Date (after giving effect to clause
(b) of Section 4.8) into the Reserve Fund until the amount in the Reserve Fund
is equal to such Reserve Fund Required Amount. On the Termination Date, any
funds in the Reserve Fund will be treated as Available Investor Principal
Collections. Upon payment in full of the outstanding principal balance of the
Series 1996-2 Certificates, any funds remaining on deposit in the Reserve Fund
shall (x) if any Shortfall Amount or Carry-Over Amount exists on such date, be
used to pay such Amount to Certificateholders and (y) thereafter, be paid to the
Transferor.
If, for such Distribution Date, the sum of the amount required to be
deposited into the Reserve Fund and the aggregate of the amounts required to be
deposited into the reserve funds for all other Regular Series and Regular
Purchased Interests outstanding exceeds the Available Transferor Collections
that remain available to make such deposits on such Distribution Date, then such
remaining Available Transferor Collections shall be allocated to such Series and
Purchased Interests (including Series 1996-2) pro rata on the basis of the
amounts required to be deposited in each such reserve fund (including the
Reserve Fund).
(d) If, for any Distribution Date with respect to an Early Amortization
Period, after giving effect to the allocations of, distributions from, and
deposits in, the Reserve Fund and the reserve funds for other Regular Series and
Regular Purchased Interests made pursuant to Sections 4.1(c), 4.4, 4.6(a) and
4.8(a), the amount in the Reserve Fund is less than the Excess Reserve Fund
Required Amount for such Distribution Date, the Trustee shall, subject to the
following paragraph, deposit any remaining Available Transferor Collections for
such Distribution Date into the Reserve Fund until the amount in the Reserve
Fund is equal to such Excess Reserve Fund Required Amount.
If for any Distribution Date the sum of the amount required to be deposited
into the Reserve Fund to fund the Reserve Fund Required Amount and the aggregate
of the amounts required to be deposited into the reserve funds for all other
Regular Series and Regular Purchased Interests outstanding to fund the reserve
fund required amounts for such Regular Series or Regular Purchased Interests
exceeds the remaining Available Transferor Collections available to make such
deposits for such Distribution Date, then such remaining Available Transferor
Collections shall be (subject to the next paragraph) allocated to such Regular
Series and Regular Purchased Interests (including Series 1996-2) pro rata on the
basis of such amounts required to be deposited in each such reserve fund
(including the Reserve Fund) to fund the reserve fund required amount (including
the Reserve Fund Required Amount).
If any accrued and unpaid Interest Shortfall (together with Additional
Interest, if any) exists at the time when the Invested Amount of the
Certificates has been reduced to zero (and after application of amounts
available in the Reserve Fund), then, on each succeeding Distribution Date until
the aggregate amount of such Interest Shortfalls (together with Additional
Interest, if any) is paid in full, the Servicer shall apply all Available
Transferor Collections toward the payment of such Interest Shortfalls and
Additional Interest (if any) up to, but not exceeding, an amount equal to the
Available Subordinated Amount (which will thereby reduce the Available
Subordinated Amount by the amount of Available Transferor Collections so
applied).
(e) The balance of Available Transferor Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Sections
4.8(b), (c) and (d) and the distributions in respect of other series referred to
in Sections 4.8(b), (c) and (d), shall be distributed to the Transferor on such
Distribution Date; provided that (x) if the Trust Available Subordinated Amount
for the immediately preceding Determination Date exceeds the Transferor Amount
on such date (determined after giving effect to any Principal Receivables
transferred to the Trust on such Distribution Date), Section 4.8(c) hereof shall
not apply and such balance of Available Transferor Collections shall be
deposited into the Reserve Fund to the extent of such excess and (y) during a
Dilution Reserve Period (but only when clause (x) above does not apply), any
remaining Available Transferor Interest Collections shall be deposited into the
Dilution Reserve Fund until the balance therein equals $1,000,000. Any remaining
Available Transferor Collections shall be paid to the Transferor.
SECTION 4.9 Investor Charge-Offs. If, on any Distribution Date on which
the Available Subordinated Amount on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on such Distribution Date) is zero and the Deficiency Amount for such
Distribution Date is greater than zero, the Class B Principal Amount will be
reduced by the Deficiency Amount, but not by more than the sum of the Investor
Default Amount and the unreimbursed Monthly Dilution Amount for such
Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Invested Amount and the Class
B Principal Amount increased (but not by an amount in excess of the aggregate
unreimbursed Class B Investor Charge-Offs) by the sum of (i) Miscellaneous
Payments allocable to Series 1996-2 with respect to such Distribution Date and
(ii) the amount of Excess Interest allocated and available for that purpose
pursuant to Section 4.10(a); provided that the Class B Principal Amount will not
be increased if and to the extent that the Class A Principal Amount has been
reduced by Class A Investor Charge-Offs, and the Class A Principal Amount has
not first been increased by the amount of such reduction.
In the event that any such reduction of the Class B Invested Amount would
cause the Class B Principal Amount to be less than zero, the Class B Principal
Amount shall be reduced to zero, and the Class A Principal Amount will be
reduced by the amount by which the Class B Principal Amount would have been
reduced below zero, but not more than the sum of the Investor Default Amount and
the unreimbursed Monthly Dilution Amount for such Distribution Date (such
amount, a "Class A Investor Charge-Off"). In the event the Class A Principal
Amount have been reduced by the amount of any Class A Investor Charge-Offs, it
will be increased on any Distribution Date by the sum of (i) Miscellaneous
Payments allocable to Series 1996-2 for such Distribution Date and (ii) the
amount of Excess Interest allocated and available at such time.
SECTION 4.10 Excess Interest. The Servicer shall cause the Trustee to
apply, on each Distribution Date, Excess Interest with respect to the Collection
Period immediately preceding such Distribution Date, to make the following
distributions in the following priority:
(a) an amount equal to the aggregate amount of Class A Investor Charge-Offs
which have not been previously reimbursed as provided in Section 4.9 (after
giving effect to the allocation on such Distribution Date of any amount for that
purpose pursuant to Section 4.9), shall be treated as a portion of Available
Investor Principal Collections with respect to such Distribution Date and shall
increase the Class A Principal Amount;
(b) an amount equal to the aggregate amount of Class B Investor Charge-Offs
which have not been previously reimbursed as provided in Section 4.9 (after
giving effect to the allocation on such Distribution Date of any amount for that
purpose pursuant to Section 4.9), shall be treated as a portion of Available
Investor Principal Collections with respect to such Distribution Date and shall
increase the Class B Principal Amount;
(c) an amount equal to the amount of reductions of the Available
Subordinated Amount on account of Investor Default Amounts that have not been
reinstated previously shall be distributed to the Transferor and will increase
the Available Subordinated Amount;
(d) during any Dilution Reserve Period, an amount equal to the excess (if
any) of $1,000,000 over the balance on deposit in the Dilution Reserve Fund
shall be deposited into the Dilution Reserve Fund;
(e) an amount equal to the aggregate outstanding amounts of the
Certificateholders' Monthly Servicing Fee which have been previously waived
pursuant to Section 3.1 shall be distributed to the Servicer; and
(f) the balance, if any, shall be distributed to the Transferor.
SECTION 4.11 Shared Principal Collections.
"Series 1996-2 Shared Principal Collections", with respect to any
Distribution Date, shall mean Shared Principal Collections for all Series and
Purchased Interest for such Distribution Date in an amount equal to the lesser
of (a) the Series 1996-2 Principal Shortfall, if any, for such Distribution Date
and (b) an amount equal to the product of (x) Shared Principal Collections for
all Series and Purchased Interests for such Distribution Date and (y) a
fraction, the numerator of which is the Series 1996-2 Principal Shortfall for
such Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Series and Purchased Interests for such
Distribution Date. The "Series 1996-2 Principal Shortfall", with respect to any
Distribution Date, shall equal the excess of (i) (x) for any Distribution Date
with respect to the Accumulation Period, the Controlled Distribution Amount or
(y) for any Distribution Date with respect to an Early Amortization Period, the
Invested Amount, over (ii) Available Investor Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).
SECTION 4.12 Excess Funding Account. (a) All funds on deposit in the Excess
Funding Account with respect to Series 1996-2 at the beginning of the
Accumulation Period or upon the occurrence of an Early Amortization Event will
be deposited in the Principal Funding Account, and no funds will be deposited in
the Excess Funding Account with respect to Series 1996-2 during the Accumulation
Period or any Early Amortization Period.
(b) In the event that other Regular Series and Regular Purchased Interests
issued by the Trust provide for other arrangements similar to the Series 1996-2
portion of the Excess Funding Account involving fluctuating levels of
investments in Principal Receivables, (i) the allocation of additional Principal
Receivables to increase the Invested Amount and the invested amounts of such
other Regular Series and Regular Purchased Interests (and the related
withdrawals from those respective portions of Excess Funding Account) will be
based on the proportion that the amount on deposit in such portion of the Excess
Funding Account bears to the aggregate amount on deposit in the Excess Funding
Account and (ii) the deposit of amounts into the Series 1996-2 portion of the
Excess Funding Account and other portions of the Excess Funding Account
allocable to other Regular Series and Regular Purchased Interests will be pro
rata based on the proportion that the Invested Amount bears to the invested
amounts (including the Invested Amount) of all Regular Series and Regular
Purchased Interests having an interest in the Excess Funding Account.
SECTION 4.13 Determination of Accumulation Period Length. On the June 1999
Distribution Date, the Servicer shall determine the Accumulation Period Length.
The "Accumulation Period Length" will be one, two or three months(s) and will be
calculated as the product, rounded upwards to the nearest integer, of (a) 3 and
(b) a fraction, the numerator of which is the Invested Amount as of the June
1999 Distribution Date (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 the June 1999 Distribution Date (after giving effect to all
changes therein on such date) of all other outstanding Series and Purchased
Interests (other than any Concentration Series) whose respective revolving
periods are not scheduled to end before the last day of the September 1999
Collection Period. If the Accumulation Period Length is one month, two months or
three months, the Revolving Period shall end, and the Accumulation Period shall
begin, on the first day of the September 1999, August 1999 or July 1999
Collection Period, respectively. Notwithstanding the foregoing, the Revolving
Period shall end, and the Accumulation Period shall commence, on the first day
of the July 1999 Collection Period if, prior to such date, any other outstanding
Series or Purchased Interest shall have entered into an early amortization
period. In addition, if the Accumulation Period shall have been determined to
commence later than the first day of the July 1999 Collection Period and, prior
to such commencement, another Series or Purchased Interests shall enter into an
early amortization period, the Accumulation Period shall commence on the date on
which that early amortization period commences.
SECTION 4.14 Dilution Reserve Fund. (a) If a Dilution Reserve Trigger Date
occurs, the Servicer, for the benefit of Holders of each Regular Series (other
than Series 1994-1), shall cause to be established and maintained in the name of
the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Dilution
Reserve Fund") which shall be identified as the "Dilution Reserve Fund for the
World Omni Wholesale Master Trust". The Dilution Reserve Fund shall be funded in
the manner specified in Sections 4.8(e) and 4.10(d) and this Section 4.14 and
shall be administered in the same manner as specified for the Series 1996-2
Accounts in Section 4.4 (including with respect to the application of investment
proceeds).
(b) If a Dilution Reserve Deposit Date occurs, WOFCO shall, on such date,
deposit into the Dilution Reserve Fund an amount equal to the excess (if any) of
$1,000,000 over the balance on deposit in the Dilution Reserve Fund. On and
after a Dilution Reserve Deposit Date (and whether or not WOFCO has made the
deposit referred to above), on each Distribution Date the Servicer shall
withdraw from the Dilution Reserve Fund and apply as Available Investor
Principal Collections an amount equal to the excess, if any, of the related
Monthly Dilution Amount over the amounts allocated to cover the Monthly Dilution
Amount pursuant to Sections 4.6(a)(v) and 4.8(a) and (b); provided that if any
Regular Series (other than Series 1994-1) is outstanding and the sum of the
excess specified above and the similar excess calculated for each other such
Regular Series is greater than the balance available in the Dilution Reserve
Fund, then the balance on deposit in the Dilution Reserve Fund shall be shared
ratably among the Regular Series (other than Series 1994-1) in accordance with
the proportion that the Series Allocation Percentage of each bears to the sum of
such Series Allocation Percentages.
(c) On the earlier to occur of (i) the date on which the Series 1994-1
Certificates have been repaid in full and (ii) the Termination Date (after all
distributions to the Series 1996-2 Holders on that date), the balance on deposit
in the Dilution Reserve Fund shall be paid to the Transferor, and the following
shall be deemed to have been deleted from this Series Supplement: the
definitions of "Dilution Reserve Deposit Date", "Dilution Reserve Fund",
"Dilution Reserve Period" and "Dilution Reserve Trigger Date"; clause (y) of the
proviso to Section 4.8(e); Section 4.10(d) and this Section 4.14.
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO
SERIES 1996-2 CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the Trustee shall
distribute to each Series 1996-2 Certificateholder of record on the preceding
Record Date (other than as provided in Section 12.2 of the Agreement respecting
a final distribution) such Certificateholder's pro rata share (based on the
aggregate fractional undivided interests represented by the Series 1996-2
Certificates held by such Certificateholder) of the amounts on deposit in the
Series 1996-2 Accounts as is payable to the Series 1996-2 Certificateholders on
such Distribution Date pursuant to Sections 4.6 and 4.7.
(b) Except as provided in Section 12.2 of the Agreement with respect to a
final distribution, distributions to Series 1996-2 Certificateholders hereunder
shall be made by check mailed to each Series 1996-2 Certificateholder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any Series 1996-2 Certificate or the making of any
notation thereon; provided, however, that with respect to Series 1996-2
Certificates registered in the name of a Depository, such distributions shall be
made to such Depository in immediately available funds.
SECTION 5.2 Reports to Series 1996-2 Certificateholders. (a) At least two
(2) Business Days prior to each Distribution Date, the Servicer will provide to
the Trustee statements substantially in the forms of Exhibit C (with a copy to
each Rating Agency), and on each Distribution Date the Trustee shall forward to
each Series 1996-2 Certificateholder the report substantially in the form of
Exhibit C prepared by the Servicer, setting forth certain information relating
to the Trust and the Series 1996-2 Certificates.
(b) A copy of each report provided pursuant to paragraph (a) will be made
available for inspection at the Corporate Trust Office of the Trustee.
(c) On or before April 30 of each calendar year, beginning with calendar
year 1997, the Trustee shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Series 1996-2
Certificateholder, a report prepared by the Servicer containing the information
which is required to be contained in the statement to Series 1996-2
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series 1996-2 Certificateholder. The Servicer shall prepare and the Trustee
shall furnish to each person that was a certificateholder during the preceding
calendar year in the time and manner required by the Code, such information as
is required to be provided by an issuer of indebtedness under the Internal
Revenue Code, including Forms 1099 and such other customary information as is
necessary to enable the Series 1996-2 Certificateholders (or Certificate Owners)
to prepare their tax returns. The obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.
ARTICLE VI.
EARLY AMORTIZATION EVENTS
SECTION 6.1 Additional Early Amortization Events. The occurrence of any of
the following events shall, immediately upon the occurrence thereof without
notice or other action on the part of the Trustee or the Series 1996-2
Certificateholders, be deemed to be an Early Amortization Event solely with
respect to Series 1996-2:
(a) on any Determination Date, the average of the Monthly Payment Rates for
the three (3) preceding Collection Periods is less than 30%;
(b). on any Determination Date, the Available Subordinated Amount for the
next Distribution Date will be reduced to an amount less than the Required
Subordinated Amount on such Determination Date, after giving effect to the
distributions to be made on such Distribution Date;
(c) any Servicer Default with respect to Series 1996-2 occurs;
(d) the Class A Principal Amount and the Class B Principal Amount is not
repaid by the Expected Final Payment Date; or
(e) if, on any date, either (i) any Shortfall Amount has arisen with
respect to six consecutive Determination Dates, (ii) the amount available to be
drawn by the Transferor under a demand note designated "Demand Note A" provided
by WOFCO specifically for purposes of funding Shortfall Amounts and Carry-Over
Amounts (the "Shortfall Demand Note") falls below the greater of (A) $325,000
and (B) two times the amount of the largest Shortfall Amount on any
Determination Date, (iii) payment is not made by WOFCO under the Shortfall
Demand Note or (iv) the Transferor fails to pay any Shortfall Amount or
Carry-Over Amount in accordance with Section 4.2(c).
ARTICLE VII.
OPTIONAL REPURCHASE
SECTION 7.1 Optional Repurchase. (a) On any Distribution Date occurring
after the date on which the sum of the Class A Principal Amount and the Class B
Principal Amount is reduced to 10% of the sum of the Class A Initial Principal
Amount and the Class B Initial Principal Amount or less, the Transferor shall
have the option, subject to the condition set forth in paragraph (c), to
purchase the entire, but not less than the entire, Series 1996-2
Certificateholders' interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Transferor shall give the Servicer and the Trustee at least ten
(10) days prior written notice of the Distribution Date on which the Transferor
intends to exercise such purchase option. Not later than 12:00 noon (New York
City time), on such Distribution Date, the Transferor shall deposit an amount
equal to the sum of (i) the Series 1996-2 portion of the Excess Funding Account
(in a maximum amount not exceeding the Reassignment Amount) and (ii) the excess,
if any, of the Reassignment Amount over the amount calculated in clause (i) into
the Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Such amount deposited in
the Collection Account shall be distributed as set forth in Section 8.1 (b).
(c) If at the time the Transferor exercises its purchase option hereunder,
the Transferor's long-term unsecured debt has a rating lower than the lowest
investment grade rating of the Rating Agency, or the Transferor's long-term debt
is not rated, the Transferor shall deliver to the Trustee on such Distribution
Date an Opinion of Counsel (which must be an independent outside counsel) to the
effect that, in reliance on certain Officer's Certificates to the effect that
the Series 1996-2 Certificateholders' Interest purchased by the Transferor
constitutes fair value for the consideration paid therefor and as to the
solvency of the Transferor, the purchase of the Series 1996-2
Certificateholders' interest would not be considered a fraudulent conveyance
under applicable law.
ARTICLE VIII.
FINAL DISTRIBUTIONS
SECTION 8.1 Acquisition of Certificateholders' Interest pursuant to Section
2.3 of the Agreement; Distributions Pursuant to Section 7.1 of this Series
Supplement or Section 2.3 or 12.2(c) of the Agreement. (a) The amount to be paid
by the Transferor to the Collection Account with respect to Series 1996-2 in
connection with a purchase of the Certificateholders' Interest pursuant to
Section 2.3 of the Agreement shall equal the Reassignment Amount for the
Distribution Date on which such acquisition occurs.
(b) With respect to the amount deposited into the Collection Account
pursuant to Section 7.1 or 8.1 of this Series Supplement or Section 2.3 of the
Agreement or any Termination Proceeds deposited into the Collection Account
pursuant to Section 12.2(c) of the Agreement, the Trustee shall, not later than
12:00 noon (New York City time), on the Distribution Date on which such amounts
are deposited (or, if such date is not a Distribution Date, on the immediately
following Distribution Date) (in the priority set forth below): (i) first, (x)
deposit an amount equal to the sum of the Class A Principal Amount and Class B
Principal Amount on such date into the Principal Funding Account and (y) deposit
the amount of accrued and unpaid interest on the unpaid balance of the
Certificates (including any accrued and unpaid Carry-Over Amount), the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not paid to Series 1996-2 Certificateholders on any
prior Distribution Date (plus interest thereon), into the Principal Funding
Account, and (ii) second, in the case of Termination Proceeds deposited pursuant
to Section 12.2 of the Agreement, pay the remainder of any such Termination
Proceeds to the Transferor.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account
pursuant to Section 7.1 or 8.1 and all other amounts on deposit therein shall be
distributed in full to the Series 1996-2 Certificateholders on such date (in a
maximum amount not exceeding the Reassignment Amount) and any distribution made
pursuant to paragraph (b) above shall be deemed to be a final distribution
pursuant to Section 12.2 of the Agreement with respect to Series 1996-2;
provided that no such distribution shall be a final distribution pursuant to
Section 12.2(b) of the Agreement unless and until all accrued and unpaid
Interest Shortfall Amounts (together with Additional Interest, if any) due and
owing to Certificateholders have been paid in full.
SECTION 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables Pursuant to Section 9.2 of the Agreement. (a) Not later than
12:00 noon (New York City time), on the Distribution Date following the date on
which the Insolvency Proceeds are deposited into the Collection Account pursuant
to Section 9.2(b) of the Agreement, the Trustee shall first (in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date), deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of Insolvency Proceeds equal to the product
of (q) the portion of the Insolvency Proceeds treated as Principal Collections
and (r) the Series 1996-2 Allocation Percentage and deposit such amount
(together with all funds on deposit in the Series 1996-2 portion of the Excess
Funding Account) in the Principal Funding Account; provided that the amount of
such deposit shall not exceed the product of (x) the portion of the Insolvency
Proceeds treated as Principal Collections, (y) the Series 1996-2 Allocation
Percentage and (z) 100% minus the Excess Transferor Percentage with respect to
the related Collection Period. The remainder of the portion of the Insolvency
Proceeds allocated to the Series 1996-2 Allocation Percentage of Principal
Collections shall be allocated to the Transferor Interest and shall be released
to the Transferor on such Distribution Date.
(b) Not later than 12:00 noon (New York City time), on the Distribution
Date referenced in Section 8.2(a), the Trustee shall (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the sum of (i) Class A Monthly
Interest and Class B Monthly Interest for such Distribution Date, (ii) any
outstanding Interest Shortfalls, (iii) the amount of any accrued and unpaid
Carry-Over Amount and (iv) the amount of Additional Interest, if any, for such
Distribution Date from the portion of Insolvency Proceeds equal to the product
of (c) the portion of the Insolvency Proceeds treated as Interest Collections
and (d) the Series 1996-2 Allocation Percentage of Interest Collections and
deposit such amount in the Collection Account; provided that the amount of such
distribution shall not exceed (x) the product of (A) the portion of the
Insolvency Proceeds treated as Interest Collections; (B) the Series 1996-2
Allocation Percentage and (C) 100% minus the Excess Transferor Percentage. The
remainder of the portion of the Insolvency Proceeds treated as Interest
Collections shall be allocated to the Transferor Interest and shall be released
to the Transferor on such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account
pursuant to this Section 8.2 and all other amounts on deposit therein shall be
distributed in full to the Series 1996-2 Certificateholders on the Distribution
Date on which funds are deposited pursuant to this Section (or, if not so
deposited on a Distribution Date, on the immediately following Distribution
Date) and any distribution made pursuant to this section shall be deemed to be a
final distribution pursuant to Section 12.2 of the Agreement with respect to
Series 1996-2.
ARTICLE IX.
MISCELLANEOUS PROVISIONS
SECTION 9.1 Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.2 Counterparts. This Series Supplement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
SECTION 9.3 Governing Law. This Series Supplement shall be governed by, and
construed in accordance with, the laws or the State of New York.
SECTION 9.4 Additional Covenants. Each of the parties hereto hereby agrees
that the following provisions of the Agreement shall have the meanings set forth
below for purposes of Series 1996-2 and all other Series and Purchased
Interests:
(a) All references in the Agreement pertaining to the laws of the
Commonwealth of Virginia shall be interpreted to mean the laws of the State of
Connecticut, regardless of context.
(b) the definition of "Eligible Receivable" in Section 1.1 of the Agreement
shall be amended in the first line of clause (n) thereof by inserting the word
"account," after the word "an" and before the word "instrument".
(c) The definition of "Excess Receivables" in the Agreement shall be
amended (i) in clause (i)(A) thereof by deleting the reference to "20%" and
"30%" and by inserting "25%" and "35%", respectively, in their place and (ii) by
deleting clause (E) in its entirety and replacing it with the words "and (E) the
aggregate amount by which interest payments on Receivables under certain
inventory financing agreements with Dealers, pursuant to WOFCO's and Fidelity
Warranty Services Inc.'s "SuperWrap" program exceeds $500,000 per month".
(d) Section 2.5(d) of the Agreement shall be amended by deleting the
proviso in such subsection and by replacing it with the following:
"(provided that the Transferor shall be automatically permitted to
designate Additional Accounts to be included in the Trust without regard to
clauses (i), (iii), (v), (viii) and (ix) below (1) if, at any time in any
fiscal year of the Trust, the percentage derived by dividing the aggregate
balance of all Receivables arising in Additional Accounts by the Pool
Balance at the beginning of such fiscal year (or, if earlier, the Closing
Date) is less than 20% at such time,(provided further, if the Additional
Rating Condition is satisfied for any period within a fiscal year, the
Additional Accounts reviewed within that period need not be reviewed again
by the Rating Agencies to determine if the 20% test in clause (i) has been
met), or (2) if, at any time during any fiscal quarter, the percentage
derived by dividing the aggregate balance of all Receivables arising in
Additional Accounts added during such quarter by the Pool Balance at the
beginning of such quarter (or, if earlier, the Closing Date) is less than
10% at any time)".
(e) Section 1.1 of the Agreement shall be amended by inserting the
following definition therein in alphabetical order:
"Additional Rating Condition" shall mean, with respect to any
addition of Additional Accounts on any Addition Date pursuant to Section
2.5, (i) a review of the Receivables in the Trust by the Rating Agencies,
(ii) the delivery of an Officer's Certificate of the Transferor to the
Rating Agencies to the effect that, after giving effect to the addition of
such Additional Accounts, the quality of the Receivables included in the
Trust will not be materially adversely affected and (iii) notification from
each Rating Agency to the Transferor that such addition of Additional
Accounts will not result in a reduction or withdrawal of the then current
rating assigned by each of them to the Investor Certificates or Purchased
Interests of any Series of the Trust.
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
WORLD OMNI DEALER FUNDING INC.,
as Transferor
By:/s/Jeffrey L. Hayman
-----------------------
Name: Jeffrey L. Hayman
Title: Assistant Secretary
WORLD OMNI FINANCIAL CORP.,
as Servicer
By:/s/A. Tucker Allen
---------------------
Name: A. Tucker Allen
Title: Assistant Treasurer
FLEET NATIONAL BANK,
as Trustee
By:/s/ Gerald Beezley
---------------------
Name: Gerald Beezley
Title: Vice President
<PAGE>
EXHIBIT A
FORM OF FACE OF CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1
Initial
Registered Principal Balance:
$167,500,000
CUSIP NO. 98150BAC1
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2, FLOATING RATE DEALER
LOAN BACKED CERTIFICATES, CLASS A
Each $1,000 minimum denomination represents a 1/167,500th share in the
Series 1996-2 Certificateholders' Class A undivided interest in the WORLD OMNI
WHOLESALE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
of wholesale dealer floorplanning receivables (collectively, the "Receivables")
generated from time to time in the ordinary course of business in a portfolio of
revolving financing agreements (collectively, the "Accounts") of World Omni
Financial Corp., a Florida corporation ("WOFCO"). This certificate (the
"Certificate") does not represent any interest in, or recourse obligation of,
World Omni Dealer Funding Inc., a Florida corporation and wholly-owned
subsidiary of WOFCO (the "Transferor"), WOFCO or any affiliate thereof.
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 Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
This Certificate shall be governed by, and construed in accordance with,
the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
WORLD OMNI DEALER FUNDING INC.
By:
Name:
Title:
Dated: May 21, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
FLEET NATIONAL BANK,
as Trustee
By:_________________________
Authorized Officer
<PAGE>
REVERSE OF SERIES 1996-2 CLASS A CERTIFICATE
This Series 1996-2, Floating Rate Dealer Loan Backed Certificate, Class A
(this "Series 1996-2 Class A Certificate" or this "Certificate") certifies that
CEDE & Co. (the "Series 1996-2 Class A Certificateholder"), is the registered
owner of a undivided interest in the WORLD OMNI WHOLESALE MASTER TRUST (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement;" such term to include any amendment or Supplement thereto)
dated as of October 1, 1994, by and among World Omni Dealer Funding Inc., as the
transferor named thereunder (the "Transferor"), World Omni Financial Corp.
("WOFCO"), as servicer named thereunder (in such capacity, the "Servicer"), and
Fleet National Bank, as the trustee named thereunder (the "Trustee"), and the
Series 1996-2 Supplement thereto, dated as of May 1, 1996, among the Transferor,
the Servicer and the Trustee.
This Certificate is issued under, and is subject to, the terms and
conditions of the Pooling and Servicing Agreement to which, as amended and
supplemented from time to time, this Series 1996-2 Class A Certificateholder by
virtue of the acceptance hereof is bound.
A copy of the Pooling and Servicing Agreement may be requested from the
Trustee by writing to the Trustee at Fleet National Bank, 1 Federal Street, 31st
Floor, Boston, MA 02211, Attention: Corporate Trust.
The Transferor has entered into the Pooling and Servicing Agreement and the
Series 1996-2 Class A Certificates have been qualified (or with the intention
that the Series 1996-2 Class A Certificates will qualify) under applicable tax
law as indebtedness. The Transferor, each Beneficiary and each Class A
Certificateholder and Class A Certificate Owner, by the acceptance of its Class
A Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series 1996-2 Class A Certificates as indebtedness for all Federal income taxes,
state and local income, single business and franchise taxes and any other taxes
imposed on or measured by income.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
<PAGE>
EXHIBIT B
FORM OF FACE OF CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1
Initial
Registered Principal Balance:
$7,500,000
CUSIP NO. 98150BAD9
WORLD OMNI WHOLESALE MASTER TRUST
SERIES 1996-2, FLOATING RATE DEALER
LOAN BACKED CERTIFICATES, CLASS B
Each $1,000 minimum denomination represents a 1/7,500th share in the Series
1996-2 Certificateholders' Class B undivided interest in the WORLD OMNI
WHOLESALE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
of wholesale dealer floorplanning receivables (collectively, the "Receivables")
generated from time to time in the ordinary course of business in a portfolio of
revolving financing agreements (collectively, the "Accounts") of World Omni
Financial Corp., a Florida corporation ("WOFCO"). This certificate (the
"Certificate") does not represent any interest in, or recourse obligation of,
World Omni Dealer Funding Inc., a Florida corporation and wholly-owned
subsidiary of WOFCO (the "Transferor"), WOFCO or any affiliate thereof.
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 Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
This Certificate shall be governed by, and construed in accordance with,
the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed.
WORLD OMNI DEALER FUNDING INC.
By:
Name:
Title:
Dated: May 21, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
FLEET NATIONAL BANK,
as Trustee
By:_________________________
Authorized Officer
<PAGE>
REVERSE OF SERIES 1996-2 CLASS B CERTIFICATE
This Series 1996-2, Floating Rate Dealer Loan Backed Certificate, Class B
(this "Series 1996-2 Class B Certificate" or this "Certificate") certifies that
CEDE & Co. (the "Series 1996-2 Class B Certificateholder"), is the registered
owner of a undivided interest in the WORLD OMNI WHOLESALE MASTER TRUST (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement;" such term to include any amendment or Supplement thereto)
dated as of October 1, 1994, by and among World Omni Dealer Funding Inc., as the
transferor named thereunder (the "Transferor"), World Omni Financial Corp.
("WOFCO"), as servicer named thereunder (in such capacity, the "Servicer"), and
Fleet National Bank, as the trustee named thereunder (the "Trustee"), and the
Series 1996-2 Supplement thereto, dated as of May 1, 1996, among the Transferor,
the Servicer and the Trustee.
This Certificate is issued under, and is subject to, the terms and
conditions of the Pooling and Servicing Agreement to which, as amended and
supplemented from time to time, this Series 1996-2 Class B Certificateholder by
virtue of the acceptance hereof is bound.
A copy of the Pooling and Servicing Agreement may be requested from the
Trustee by writing to the Trustee at Fleet National Bank, 1 Federal Street, 31st
Floor, Boston, MA 02211, Attention: Corporate Trust.
The Transferor has entered into the Pooling and Servicing Agreement and the
Series 1996-2 Class B Certificates have been qualified (or with the intention
that the Series 1996-2 Class B Certificates will qualify) under applicable tax
law as indebtedness. The Transferor, each Beneficiary and each Class B
Certificateholder and Class B Certificate Owner, by the acceptance of its Class
B Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series 1996-2 Class B Certificates as indebtedness for all Federal income taxes,
state and local income, single business and franchise taxes and any other taxes
imposed on or measured by income.
The Series 1996-2 Class B Certificates are subordinated in right of payment
to the Series 1996-2 Class A Certificates issued by the Trust to the extent
specified in the Pooling and Servicing Agreement.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate on the books
kept for registration thereof, with full power of substitution in the premises.
Dated: 1
Signature Guaranteed:
<PAGE>
EXHIBIT C
[FORM OF MONTHLY SERVICER REPORT]
<PAGE>
EXHIBIT D
LIST OF SERIES 1996-2 ACCOUNTS
Principal Funding Account
Fleet National Bank, One Federal Street, 31st Floor, Boston, MA 02211, Account
No. 10-01-019-0180851 entitled "Principal Funding Account for the World Omni
Wholesale Master Trust, Series 1996-2, for the benefit of Certificateholders".
Reserve Fund Account
Fleet National Bank, One Federal Street, 31st Floor, Boston, MA 02211, Account
No. 10-01-019-0180852 entitled "Reserve Fund Account for the World Omni
Wholesale Master Trust, Series 1996-2, for the benefit of Certificateholders".
