Attached files
| file | filename |
|---|---|
| EX-34.3 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-3.htm |
| EX-35.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex35-1.htm |
| EX-35.2 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex35-2.htm |
| EX-31.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex31-1.htm |
| EX-34.2 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-2.htm |
| EX-34.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex34-1.htm |
| EX-33.3 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex33-3.htm |
| EX-33.1 - Wells Fargo Dealer Floorplan Master Note Trust | v178879_ex33-1.htm |
| 10-K - Wells Fargo Dealer Floorplan Master Note Trust | v178879_10k.htm |
EXHIBIT
33.2
GE
COMMERCIAL DISTRIBUTION FINANCE CORPORATION
Management’s Assertion of
Compliance
|
1.
|
Management
of GE Commercial Distribution Finance Corporation (the “Company”) is
responsible for assessing compliance with the servicing criteria
applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of
and for the 12-month period ending December 31, 2009 (the “Reporting
Period”), as set forth in Appendix A hereto. Appendix B
identifies the transactions covered by this report and includes
asset-backed securities transactions for which the Company acted as
servicer involving floorplan receivables, accounts receivable and asset
based lending receivables (the
“Platform”);
|
|
2.
|
The
Company has engaged certain vendors, which are not servicers as defined in
Item 1101(j) of Regulation AB (the “Vendors”), to perform specific,
limited or scripted activities, and the Company elects to take
responsibility for assessing compliance with the servicing criteria or
portion of the servicing criteria applicable to such Vendors’ activities
as set forth in Appendix A hereto;
|
|
3.
|
Except
as set forth in paragraph 4 below, the Company used the criteria set forth
in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing
criteria;
|
|
4.
|
The
criteria listed in the column titled “Inapplicable Servicing Criteria” on
Appendix A hereto are inapplicable to the Company based on the activities
it performs, directly or through its Vendors, with respect to the
Platform;
|
|
5.
|
The
Company has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2009 and for the Reporting
Period with
respect to the Platform taken as a
whole;
|
|
6.
|
The
Company has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
December 31, 2009 and for the Reporting Period with respect to the
Platform taken as a whole;
|
|
7.
|
The
Company has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 2009 and for the Reporting Period
with respect to the Platform taken as a whole;
and
|
|
8.
|
KPMG
LLP, a registered public accounting firm, has issued an attestation report
on the Company’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.
|
March 26,
2010
GE Commercial Distribution Finance
Corporation
By: /s/ Michael S.
Karim
Name: Michael S. Karim
Title: Chief Financial Officer of GE
Commercial Distribution Finance Corporation
Name: Michael S. Karim
Title: Chief Financial Officer of GE
Commercial Distribution Finance Corporation
APPENDIX A
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
|
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for
which
the
Company
is
the
Responsible
Party
|
INAPPLICABLE
SERVICING
CRITERIA
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other triggers
and events of default in accordance with the transaction
agreements.
|
X
|
||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up servicer
for the pool assets are maintained.
|
X
|
||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in
the amount of coverage required by and otherwise in accordance with the
terms of the transaction agreements.
|
X
|
||
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor are made
only by authorized personnel.
|
X
|
||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X1
|
||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.
|
X
|
||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||
|
1
|
With
respect to servicing criterion 1122(d)(2)(iii), there were no activities
performed during the twelve months ended December 31, 2009, with respect
to the Platform because there were no occurrences of events that would
require the Company to perform such
activities.
|
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
|
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for
which
the
Company
is
the
Responsible
Party
|
INAPPLICABLE
SERVICING
CRITERIA
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement cutoff date, or
such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
2
|
X
|
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the
terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the
Servicer.
|
X3
|
||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X4
|
||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
||
|
2
|
Servicing
criterion 1122(d)(2)(vii) is applicable to the activities the Company
performs with respect to certain bank accounts related to the
Platform. In addition, with respect to certain other bank
accounts related to the Platform, the activities described in
1122(d)(2)(vii) (other than the activities described in clause (C)
thereof, which are performed directly by the Company) are outsourced to
Vendors and the Company has elected to take responsibility for assessing
such Vendors’ compliance with the servicing criterion in
1122(d)(2)(vii).
|
|
3
|
Servicing
criterion 1122(d)(3)(i) is applicable to the activities the Company
performs with respect to the Platform only as it relates to the Company’s
obligation to perform the activities described in clause (D)
thereof.
|
|
4
|
Servicing
criterion 1122(d)(3)(ii) is applicable to the activities the Company
performs with respect to the Platform only as it relates to the Company’s
obligation to remit the amounts due to investors in accordance with
timeframes, distribution priority and such other terms as set forth in the
transaction agreements.
|
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
|
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for
which
the
Company
is
the
Responsible
Party
|
INAPPLICABLE
SERVICING
CRITERIA
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
||
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
X
|
||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made, reviewed
and approved in accordance with any conditions or requirements in the
transaction agreements.
|
X
|
||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such other
number of days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance with the
related pool asset documents.
|
X
|
X5
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements and
related pool asset documents.
|
X
|
||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a pool
assets is delinquent in accordance with the transaction agreements. Such
records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable rates
are computed based on the related pool asset documents.
|
X
|
||
|
5
|
Servicing
criterion 1122(d)(4)(iv) is applicable to the activities performed by
vendors with respect to the Platform only as it relates to certain
allocations of payments on pool assets to principal, interest or other
items in accordance with the related pool asset
documents.
|
|
SERVICING
CRITERIA
|
APPLICABLE
SERVICING
CRITERIA
|
|||
|
Reference
|
Criteria
|
Performed
Directly
by
the
Company
|
Performed
by
Vendor(s)
for
which
the
Company
is
the
Responsible
Party
|
INAPPLICABLE
SERVICING
CRITERIA
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments) are made
on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support
has been received by the Servicer at least 30 calendar days prior to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X6
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days to the
obligor’s records maintained by the Servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
|
X
|
||
|
6
|
With
respect to servicing criterion 1122(d)(4)(xii), there were no activities
performed during the twelve months ended December 31, 2009, with respect
to the Platform because there were no occurrences of events that would
require the Company to perform such
activities.
|
|
|
APPENDIX
B
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2006-1
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2006-2
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2006-3
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2006-4
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2007-1
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2007-2
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2008-A
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2008-B
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2009-1
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2009-2
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2009-A
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2009-B
|
|
|
GE
Dealer Floorplan Master Note Trust, Series
2009-C
|