<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event report): December 16, 1999
GREENPOINT CREDIT, LLC
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(exact name of registrant as specified in charter)
DELAWARE
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(state or other jurisdiction of incorporation)
333-80437
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(commission file number)
13-4002891
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(I.R.S. Employer Identification Number)
10089 Willow Creek Road
San Diego, California 92131
(619) 530-9394
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(address and telephone number of registrant's
principal executive offices)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF POOLING AND SERVICING AGREEMENT*
On December 16, 1999, the Registrants sold approximately $140,000,000
of GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 1999-6 (the "Certificates"), evidencing beneficial
ownership interests in a trust consisting of a pool of manufactured housing
installment sales contracts and installment loan agreements and certain related
property conveyed to the trust by GreenPoint Credit, LLC ("GreenPoint") pursuant
to a Pooling and Servicing Agreement dated December 1, 1999 between GreenPoint,
as Contract Seller and as Servicer and Bank One, National Association as the
Trustee (the "Pooling and Servicing Agreement"). The Pooling and Servicing
Agreement is attached hereto as Exhibit 4.
______________
* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Prospectus Supplement, dated December 9, 1999, and
related Prospectus, dated December 9, 1999, of the Registrant relating to the
Certificates.
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
4. Pooling and Servicing Agreement, dated as of December 1, 1999,
between GreenPoint Credit, LLC, as Contract Seller and as Servicer
and Bank One, National Association as Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREENPOINT CREDIT, LLC
By: /s/ Charles O. Ryan
---------------------------
Name: Charles O. Ryan
Title: Vice President
Dated: December 16, 1999
San Diego, California
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EXHIBIT INDEX
Exhibit Numbers
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4. Pooling and Servicing Agreement, dated as of December 1, 1999,
between GreenPoint Credit, LLC, as Contract Seller and as
Servicer and Bank One, National Association as Trustee.
<PAGE>
Execution Copy
EXHIBIT 4
GREENPOINT CREDIT, LLC,
CONTRACT SELLER AND SERVICER,
and
BANK ONE, NATIONAL ASSOCIATION
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates
Series 1999-6
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS................................................................................... 1
Section 1.01 Terms................................................................................... 1
ARTICLE II CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES....................................... 23
Section 2.01 Conveyance of Contracts................................................................ 23
Section 2.02 Filing and Assignment, Name Change or Relocation....................................... 24
Section 2.03 Acceptance by Trustee.................................................................. 24
Section 2.04 Trustee Receipt of Documents........................................................... 25
Section 2.05 Representations and Warranties Regarding the Servicer.................................. 25
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer................................. 26
Section 2.07 Authentication and Delivery of Certificates............................................ 27
Section 2.08 Covenants of the Servicer.............................................................. 27
Section 2.09 Covenants of the Contract Seller....................................................... 27
ARTICLE III REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER........................................ 27
Section 3.01 Representations and Warranties of the Contract Seller.................................. 27
Section 3.02 Representations and Warranties Regarding Each Contract................................. 29
Section 3.03 Representations and Warranties Regarding the Contracts in the Aggregate................ 33
Section 3.04 Representations and Warranties Regarding the Contracts................................. 34
Section 3.05 Repurchases of Contracts or Substitution of Contracts for Breach of
Representations and Warranties......................................................... 34
Section 3.06 General................................................................................ 37
ARTICLE IV ADMINISTRATION AND SERVICING OF CONTRACTS.................................................... 37
Section 4.01 Responsibility for Contract Administration and Servicing............................... 37
Section 4.02 Standard of Care....................................................................... 38
Section 4.03 Records................................................................................ 38
Section 4.04 Inspection............................................................................. 38
Section 4.05 Establishment of and Deposits in Certificate Account................................... 39
Section 4.06 Payment of Taxes....................................................................... 40
Section 4.07 Enforcement............................................................................ 40
Section 4.08 Transfer of Certificate Account........................................................ 41
Section 4.09 Maintenance of Hazard Insurance Policies............................................... 41
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Section 4.10 Fidelity Bond and Errors and Omissions Insurance......................................... 43
Section 4.11 Collections under Hazard Insurance Policies, Consent to Transfers of Manufactured
Homes, Assumption Agreements............................................................. 43
Section 4.12 Realization upon Defaulted Contracts..................................................... 44
Section 4.13 Costs and Expenses....................................................................... 44
Section 4.14 Trustee to Cooperate..................................................................... 45
Section 4.15 Servicing and Other Compensation......................................................... 45
Section 4.16 Custody of Contracts..................................................................... 46
Section 4.17 REMIC Compliance......................................................................... 48
Section 4.18 Management of REO Property............................................................... 53
Section 4.19 Reports to the Securities and Exchange Commission........................................ 54
Section 4.20 Annual Statement as to Compliance........................................................ 54
Section 4.21 Annual Independent Public Accountants' Servicing Report.................................. 55
Section 4.22 Retitling of Land Home Contracts......................................................... 55
Section 4.23 Notice of Rating Change.................................................................. 55
ARTICLE V PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS.............................................. 56
Section 5.01 Monthly Advances by the Servicer......................................................... 56
Section 5.02 Payments................................................................................. 57
Section 5.03 Permitted Withdrawals from the Certificate Account....................................... 59
Section 5.04 Monthly Reports.......................................................................... 60
Section 5.05 Certificate of Servicing Officer......................................................... 62
Section 5.06 Other Data............................................................................... 63
Section 5.07 Statements to Certificateholders......................................................... 63
Section 5.08 Certificate Insurance Policy; Enhancement Payments....................................... 64
Section 5.09 99-5 Reserve Account,.................................................................... 64
ARTICLE VI THE CERTIFICATES............................................................................ 65
Section 6.01 The Certificates......................................................................... 65
Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates.............. 66
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................ 69
Section 6.04 Persons Deemed Owners.................................................................... 69
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Section 6.05 Access to List of Certificateholders' Names and Addresses................................ 69
Section 6.06 Global Certificates...................................................................... 70
Section 6.07 Notices to Depository.................................................................... 71
Section 6.08 Definitive Certificates.................................................................. 71
ARTICLE VII THE CONTRACT SELLER AND THE SERVICER........................................................ 72
Section 7.01 Liabilities to Obligors.................................................................. 72
Section 7.02 Servicer's Indemnities................................................................... 72
Section 7.03 Operation of Indemnities................................................................. 72
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer........................... 72
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer and Others.................. 73
Section 7.06 Assignment by Servicer................................................................... 73
Section 7.07 Successor to the Servicer................................................................ 74
ARTICLE VIII EVENTS OF DEFAULT........................................................................... 75
Section 8.01 Events of Default........................................................................ 75
Section 8.02 Waiver of Defaults....................................................................... 76
Section 8.03 Trustee to Act, Appointment of Successor................................................. 77
Section 8.04 Notification to Certificateholders....................................................... 77
Section 8.05 Effect of Transfer....................................................................... 77
Section 8.06 Transfer of the Account.................................................................. 78
Section 8.07 Servicer Termination Events.............................................................. 78
ARTICLE IX CONCERNING THE TRUSTEE...................................................................... 79
Section 9.01 Duties of Trustee........................................................................ 79
Section 9.02 Certain Matters Affecting the Trustee.................................................... 80
Section 9.03 Trustee not Liable for Certificates or Contracts......................................... 81
Section 9.04 Trustee May Own Certificates............................................................. 81
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and
Certificate of Administrator............................................................. 82
Section 9.06 Eligibility Requirements for Trustee..................................................... 82
Section 9.07 Resignation and Removal of the Trustee................................................... 83
Section 9.08 Successor Trustee........................................................................ 84
Section 9.09 Merger or Consolidation of Trustee....................................................... 84
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Section 9.10 Appointment of Co-Trustee or Separate Trustee............................................ 84
Section 9.11 Appointment of Office or Agency.......................................................... 85
Section 9.12 Certificate Administrator................................................................ 86
Section 9.13 Appointment of Paying Agent.............................................................. 86
Section 9.14 Determination of LIBOR; Auction Procedures............................................... 87
ARTICLE X TERMINATION.................................................................................. 87
Section 10.01 Termination.............................................................................. 87
ARTICLE XI MISCELLANEOUS PROVISIONS..................................................................... 91
Section 11.01 Amendment................................................................................ 91
Section 11.02 Recordation of Agreement; Counterparts................................................... 93
Section 11.03 Governing Law............................................................................ 93
Section 11.04 Calculations............................................................................. 93
Section 11.05 Notices.................................................................................. 93
Section 11.06 Severability of Provisions............................................................... 94
Section 11.07 Assignment............................................................................... 94
Section 11.08 Limitations on Rights of Certificateholders.............................................. 95
Section 11.09 Inspection and Audit Rights.............................................................. 95
Section 11.10 Certificates Nonassessable and Fully Paid................................................ 96
Section 11.11 Third Party Beneficiary.................................................................. 96
Section 11.12 Purchases Upon Conversion................................................................ 96
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<PAGE>
This POOLING AND SERVICING AGREEMENT, dated as of December 1, 1999
(the "Agreement"), is executed by and between GreenPoint Credit, LLC, as the
contract seller (in such capacity, the "Contract Seller") and the servicer (in
such capacity together with its permitted successors, the "Servicer"), and Bank
One, National Association, as trustee (together with its permitted successors in
trust, the "Trustee").
The Contract Seller and Servicer have duly authorized the execution
and delivery of this Agreement to provide for the issuance of GreenPoint
Manufactured Housing Contract Trust, Pass-Through Certificates, Series 1999-6
(the "Certificates"). The Certificates issued hereunder shall be limited to the
amount herein described. All covenants and agreements made by the Contract
Seller herein are for the benefit and security of the Certificateholders. The
Contract Seller is entering into this Agreement, and the Trustee is accepting
the trusts created hereby for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
In consideration of the premises and the mutual agreements hereinafter
set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Terms.
-----
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Additional Contracts: The Contracts identified in the Contract Schedule
--------------------
delivered pursuant to Section 2.01(a) that are not Initial Contracts. The
Additional Contracts were each originated on or after December 1, 1999, through
the Closing Date and have an aggregate principal balance as of the Cut-Off Date
of approximately $17,859,567.18.
Adverse REMIC Event: As defined in Section 4.17(f) hereof.
-------------------
Advisor: As defined in Section 10.01(b)(3) hereof.
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Affiliate: As to any specified Person, any other Person controlling or
---------
controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" or "controlled" have meanings
correlative to the foregoing.
Aggregate Net Liquidation Losses: With respect to the time of reference
--------------------------------
thereto, the aggregate of the amounts by which (i) the outstanding principal
balance of each Contract that during such time of reference had become a
Liquidated Contract, plus accrued and unpaid interest thereon at the related
Contract Rate to the Due Date for such Contract in the Collection
<PAGE>
Period in which such Contract became a Liquidated Contract exceeds (ii) the Net
Liquidation Proceeds for such Contract.
Agreement: This Pooling and Servicing Agreement and any and all amendments
---------
or supplements hereto.
Annual Servicing Rate: 1.00% per annum (or, in the case of a successor
---------------------
Servicer engaged at any time after GreenPoint is no longer the Servicer, the
percentage agreed upon pursuant to Section 7.07).
Assignment: An individual assignment of a Mortgage, notice or transfer or
----------
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale or transfer of the related Land Home Contract.
Auction Agent: The meaning assigned in the Auction Procedures.
-------------
Auction Agent Agreement: The meaning assigned in the Auction Procedures.
-----------------------
Auction Agent Fee: The meaning assigned in the Auction Agent Agreement.
-----------------
Auction Procedures: The procedures set forth in Schedule I hereof by which
------------------
the Auction Rate is determined.
Auction Rate: The rate of interest per annum that results from
------------
implementation of the Auction Procedures and which is determined as described in
Section 2.1.1(c)(ii) of the Auction Procedures.
Auction Termination Date: As defined in Section 10.01(b) hereof.
------------------------
Available Distribution Amount: As to any Distribution Date, the sum of (a)
-----------------------------
the amount on deposit or otherwise credited to the Certificate Account as of the
end of the Collection Period ending immediately prior to such Distribution Date,
less the portion of such amount (i) permitted to be withdrawn by the Servicer
pursuant to Section 5.03 or (ii) constituting Excess Contract Payments, (b) the
Monthly Advance for such Distribution Date actually made in respect of such
Distribution Date, (c) the amount constituting the Class A-2 Holdover Amount as
of the immediately preceding Distribution Date, and (d) any amounts received in
respect of such Distribution Date from the 99-5 Reserve Account.
Available Funds Shortfall: With respect to any Distribution Date, the
-------------------------
amount, if any, by which the Available Distribution Amount, prior to giving
effect to any related Enhancement Payment, for such Distribution Date is less
than the amount required to be distributed to the Class A Certificates on such
Distribution Date pursuant to Section 5.02(a)(i) and (ii).
Bank Agent: The meaning assigned in the Insurance Agreement.
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Broker Dealer Agreement: The meaning assigned in the Auction Procedures.
-----------------------
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Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
------------
on which the New York Stock Exchange or banking institutions in the City of New
York, New York, or the State of California or the city in which the Corporate
Trust Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.
Certificate: Any of the GreenPoint Manufactured Housing Contract Trust
-----------
Pass-Through Certificates, Series 1999-6.
Certificate Account: The separate Eligible Account created and initially
-------------------
maintained by the Trustee pursuant to Section 4.05 in the name of the Trustee
for the benefit of the Holders of the Certificates. Funds in the Certificate
Account shall be held in trust for the aforementioned Certificateholders for the
uses and purposes set forth in this Agreement.
Certificate Administrator: The Person appointed by the Trustee from time
-------------------------
to time pursuant to Section 9.12.
Certificate Balance: When used with respect to a single Class, the Class
-------------------
A-1 Certificate Balance or Class A-2 Certificate Balance, as applicable; and
when used with respect to more than one Class of Certificates, the sum of the
Class A-1 Certificate Balance and Class A-2 Certificate, as applicable.
Certificate Insurance Policy: An unconditional and irrevocable certificate
----------------------------
insurance policy, in the form attached hereto as Exhibit H, to the Trustee for
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the benefit of the Class A Certificateholders.
Certificate Owner: With respect to a Global Certificate, the person that
-----------------
is the beneficial owner of an interest in such Global Certificate.
Certificate Register: The register maintained pursuant to Section 6.02
--------------------
hereof.
Certificateholder or Holder: The person in whose name a Certificate is
----------------- ------
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Global Certificates), except that solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Contract Seller, the Servicer or any Affiliate of
the Contract Seller or the Servicer shall be deemed not to be Outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
-------- -------
Person (including the Contract Seller) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the consent of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Contract Seller, the Servicer or any Affiliate of the
Contract Seller or the Servicer in determining which Certificates are registered
in the name of an Affiliate of the Contract Seller or the Servicer.
Class : Any of the Class A-1, Class A-2 or Class R Certificates, as the
------
case may be.
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Class A Certificate Balance: On any date, the sum of the Class A-1
----------------------------
Certificate Balance and the Class A-2 Certificate Balance.
Class A Certificates: The Class A-1 Certificates and the Class A-2
---------------------
Certificates.
Class A-1 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
- --- ---------
Class A-1 Certificate Balance: At any time, the Initial Class A-1
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-1 Certificateholders.
Class A-1 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-1 Certificateholders pursuant to Section 5.02.
Class A-1 Formula Rate: A per annum rate equal to the sum of (a) LIBOR and
----------------------
(b) 0.29%.
Class A-1 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-1 Pass-Through Rate on the Class A-1 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such Distribution Date) and (b) any Class A-1 Unpaid Interest
Shortfall.
Class A-1 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-1 Interest Distribution Amount."
Class A-1 Net Funds Cap Carryover Amount: As of the First Distribution
----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-1 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (x) the Weighted Average Maximum Cap and (y) the Class A-1 Certificate
Balance and (b) the amount of interest the Class A-1 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-1 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-1 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-1 Net Funds
Cap Carryover Amount, together with accrued interest thereon at the Class A-1
Pass-Through Rate in effect on such Distribution Date, for all previous
Distribution Dates not previously distributed pursuant to clause 5.02(a)(v).
Class A-1 Pass-Through Rate: The lesser of (a) the Class A-1 Formula Rate
---------------------------
and (b) the Net Weighted Average Contract Rate.
Class A-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
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Class A-2 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-2 and Exhibit C hereto.
- --- ---------
Class A-2 Certificate Balance: At any time, the Initial Class A-2
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-2 Certificateholders.
Class A-2 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-2 Certificateholders pursuant to Section 5.02.
Class A-2 Formula Rate: With respect to the First Distribution Date, 6.32%
----------------------
per annum. With respect to all subsequent Distribution Dates, the Auction Rate
established for such Distribution Date as determined pursuant to the Auction
Procedures.
Class A-2 Holdover Amount: On (i) the first Distribution Date on which the
-------------------------
Class A-2 Certificateholders receive distributions of principal pursuant to
Section 5.02(a)(ii) hereof, zero, (ii) on each subsequent Distribution Date on
which the Class A-2 Certificateholders receive distributions of principal
pursuant to Section 5.02(a)(ii) hereof but prior to the Class A-2 Pro Rata Date,
an amount equal to the lesser of (i) $24,999.99 and (ii) the portion of the
Formula Principal Distribution Amount required to be applied as a principal
payment on the Class A-2 Certificates that exceeds $25,000 or an integral
multiple of $25,000 and (iii) on each Distribution Date on and after the Class
A-2 Pro Rata Date, zero.
Class A-2 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-2 Pass-Through Rate on the Class A-2 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such previous Distribution Date) and (b) any Class A-2 Unpaid
Interest Shortfall.
Class A-2 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-2 Interest Distribution Amount."
Class A-2 Net Funds Cap Carryover Amount: As of the First Distribution
----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-2 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (i) the Weighted Average Maximum Cap and (ii) the Class A-2 Certificate
Balance and (b) the amount of interest the Class A-2 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-2 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-2 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-2 Net Funds
Cap Carryover Amount, together with accrued interest thereon at Class A-2 Pass-
Through Rate in effect on such Distribution Date, for all previous Distribution
Dates not previously distributed pursuant to clause 5.02(a)(v).
Class A-2 Pass-Through Rate: The lesser of (a) the Class A-2 Formula Rate
---------------------------
and (b) the Net Weighted Average Contract Rate.
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Class A-2 Pro Rata Date: The date, if any, upon which the Class A-2
-----------------------
Certificates are no longer held in book-entry form or the Certificate Balance of
each outstanding Class A-2 Certificate is less than $25,000.
Class A-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at Class
A-2 Pass-Through Rate on such amount with respect to such prior Distribution
Dates.
Class R Certificate: Any one of the Certificates, executed and
-------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
D hereto.
- -
Closing Date: December 16, 1999.
------------
Code: The Internal Revenue Code of 1986, including any successor or
----
amendatory provisions.
Collected Scheduled Payments: As to any Distribution Date, (a) the amount
----------------------------
on deposit in the Certificate Account as of the end of the related Collection
Period, less (b) the sum of (i) the aggregate of all Partial Prepayments
collected during such Collection Period, (ii) the aggregate of all payments
collected during such Collection Period on Contracts that were prepaid in full
during such Collection Period (less the aggregate of the scheduled payments due
on such Contracts that were delinquent as of the beginning of such Collection
Period and recovered out of such collections), (iii) the aggregate of the Net
Liquidation Proceeds collected in respect of all Contracts that became
Liquidated Contracts during such Collection Period (less the aggregate of
scheduled payments due on such Contracts that were delinquent at the beginning
of such Collection Period and recovered out of such collections and less any
Repossession Profits collected during such Collection Period), (iv) the
aggregate of the Repurchase Prices of all Contracts that were repurchased by the
Contract Seller pursuant to Section 3.05 (less the aggregate of scheduled
payments due on such Contracts that were delinquent at the beginning of such
Collection Period and recovered out of such collections), (v) the amounts
permitted to be withdrawn by the Servicer from the Certificate Account pursuant
to clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 5.03, and (vi)
amounts representing Excess Contract Payments.
Collection Period: With respect to the Class A-1 Certificates and any
-----------------
Distribution Date, the calendar month preceding the month of that Distribution
Date; and with respect to the Class A-2 Certificates and any Distribution Date,
the second preceding calendar month before the month of that Distribution Date.
Computer Tape: The computer tape generated by the Servicer on behalf of
-------------
the Contract Seller which provides information relating to the Contracts sold by
the Contract Seller, and includes the master file and the history file.
Contract: Any one of the manufactured housing installment sale contracts
--------
or installment loan agreements, including any Land Home Contracts, described in
the Contract Schedule and constituting part of the corpus of the Trust Fund,
which Contracts are to be sold and assigned by the Contract Seller to the
Trustee and which are the subject of this Agreement. The Contracts
-6-
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include all related security interests and any and all rights to receive
payments which are due pursuant thereto from and after the Cut-Off Date, but
exclude any rights to receive payments which were due pursuant thereto prior to
the Cut-Off Date.
Contract File: As to each Contract other than a Land Home Contract, (a)
-------------
the original copy of the Contract, (b) the original title document issued to the
Seller or BankAmerica Housing Services as secured lender or agent therefor for
the related Manufactured Home, unless the laws of the jurisdiction in which the
related Manufactured Home is located do not provide for the issuance of any
title documents for manufactured housing to secured lenders, (c) evidence of one
or more of the following types of perfection of the security interest in favor
of the Seller or BankAmerica Housing Services as secured lender or agent
therefor in the related Manufactured Home granted by such Contract, as
appropriate: (1) notation of such security interest on the title document, (2)
a financing statement meeting the requirements of the UCC, with evidence of
filing in the appropriate offices indicated thereon, or (3) such other evidence
of perfection of a security interest in a manufactured housing unit as is
customary in such jurisdiction, (d) the assignment of the Contract from the
manufactured housing dealer to the Seller or BankAmerica Housing Services, if
any, including any intervening assignments, and (e) any extension, modification
or waiver agreement(s).
Contract Pool: The pool of Contracts held in the Trust Fund.
-------------
Contract Rate: With respect to each Contract, the per annum rate of
-------------
interest borne by such Contract, as set forth or described in such Contract.
Contract Schedule: The list identifying each Initial Contract and
-----------------
Additional Contract, as amended from time to time, constituting part of the
corpus of the Trust Fund, which list is attached hereto as Exhibit A and which
---------
(a) identifies each Contract by contract number and name and address of the
Obligor, and (b) sets forth as to each Contract (i) the Scheduled Principal
Balance as of the Cut-Off Date, (ii) the amount of each monthly payment due from
the Obligor, (iii) the Contract Rate, (iv) the maturity date, (v) the maximum
cap and (vi) the minimum cap.
Contract Seller: GreenPoint.
---------------
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date of execution of this Agreement is located
at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention:
Global Corporate Trust Services, except that for purposes of Section 9.11, such
term shall mean the office or agency of the Trustee in the Borough of Manhattan,
the City of New York, which office at the date hereof is located at 14 Wall
Street, Eighth Floor, New York, New York 10005.
Cumulative Realized Losses: As to any Distribution Date, the Aggregate Net
--------------------------
Liquidation Losses for the period from the Cut-Off Date through the end of the
Collection Period related to such Distribution Date.
Current Realized Loss Ratio: As to any Distribution Date, the annualized
---------------------------
percentage equivalent of the fraction, the numerator of which is the sum of the
Aggregate Net Liquidation Losses for the three preceding Collection Periods
related to such Distribution Date and the
-7-
<PAGE>
denominator of which is the arithmetic average of the Pool Scheduled Principal
Balances for such Distribution Date and the preceding two Distribution Dates.
Cut-Off Date: With respect to each Contract, the later of (i) the close of
------------
business on November 30, 1999 or (ii) the date of origination of such Contract.
Cut-Off Date Pool Principal Balance: The aggregate of the Scheduled
-----------------------------------
Principal Balances of the Contracts as of the Cut-Off Date.
Deficiency: With respect to any Contract that is a Liquidated Contract,
----------
the amount by which (i) the outstanding principal balance of such Contract, plus
accrued and unpaid interest thereon at the related Contract Rate to the Due Date
for such Contract in the Collection Period in which such Contract became a
Liquidated Contract exceeds (ii) the Net Liquidation Proceeds for such Contract.
Deficiency Amount: With respect to any Contract, the amount, if any, that
-----------------
the Servicer collects directly from the Obligor with respect to any Deficiency.
Deficiency Event: On any Distribution Date as to which, after the
----------------
application of funds pursuant to Section 5.02(a), the sum of the Pool Scheduled
Principal Balance and the amount of the Class A-2 Holdover Amount on deposit in
the Certificate Account is equal to or less than the aggregate of the
Certificate Balances of the Class A-1 and Class A-2 Certificates.
Deficiency Percentage: 35%.
---------------------
Definitive Certificates: As defined in Section 6.08.
-----------------------
Denomination: With respect to each Regular Certificate, the amount set
------------
forth on the face thereof as the "Initial Principal Balance of this
Certificate." With respect to each Class R Certificate, the Percentage Interest
appearing on the face thereof.
Depository: The initial Depository shall be the Depository Trust Company,
----------
the nominee of which is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of
the Global Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.
Depository Agreement: The agreement among the Contract Seller, the Trustee
--------------------
and the initial Depository, dated as of the Closing Date, substantially in the
form of Exhibit I.
---------
Depository Participant: A broker, dealer, bank or other financial
----------------------
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the third
------------------
Business Day prior to such Distribution Date.
-8-
<PAGE>
Disqualified Organization: Any organization defined as a "disqualified
-------------------------
organization" under Section 860E(e)(5) of the Code and any of the following:
(i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
Person "electing large partnership" within the meaning of Section 775 of the
Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund, or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: (A) With respect to (i) payment distributions to be
-----------------
made to the Class A-1 Certificateholders pursuant to Section 5.02(a) hereof, the
deposit of amounts to the Special Account pursuant to Section 5.02(a)(iii)
hereof, the statement to be delivered to the Class A-1 Certificateholders
pursuant to Section 5.07 hereof and the determination of the Interest Accrual
Period for the Class A-1 Certificates, the 15th day of each calendar month after
the initial issuance of the Class A-1 Certificates, or if such 15th day is not a
Business Day, the next succeeding Business Day, and (ii) payment distributions
to be made to the Class A-2 or Class R Certificateholders pursuant to Section
5.02(a) hereof, payments to be made to the Auction Agent pursuant to Section
5.02(a)(vi) hereof, the statement to be delivered to the Class A-2
Certificateholders pursuant to Section 5.07 hereof and the determination of the
Interest Accrual Period for the Class A-2 Certificates, the 6th day of each
calendar month after the initial issuance of the Class A-2 Certificates or if
such 6th day is not a Business Day, the next succeeding Business Day,
commencing, in each case, with respect to the Class A-1 Certificates, in
January, 2000, and with respect to the Class A-2 Certificates, in February,
2000, and (B) for all other purposes hereunder, the 15th day of each calendar
month commencing in January 2000, or if such day is not a Business Day, the next
succeeding Business Day, and ending on the last day of the month in which the
Class A-1 Certificate Balance has been reduced to zero, and the 6th day of each
calendar month thereafter, or if such 6th day is not a Business Day, the next
succeeding Business Day.
Due Date: The day of the month on which each scheduled payment of
--------
principal and interest is due on a Contract, exclusive of any days of grace.
Eligible Account: An account that is one of the following (i) an account
----------------
maintained with a FDIC-insured depository institution which is subject to
examination by federal or state authorities and the commercial paper of which
has a rating of P-1 from Moody's (if rated by Moody's) and A-1 from S&P or the
long-term deposits or long-term unsecured senior debt
-9-
<PAGE>
obligations of which are in one of the two highest rating categories of Moody's
and S&P, or maintained with a depository institution that is otherwise
acceptable to each Rating Agency (as evidenced by a letter from each Rating
Agency to such effect), (ii) a trust account maintained with the Trustee or, if
the Certificate Administrator is not the Trustee, with the Certificate
Administrator, in which the funds are either held uninvested or invested solely
in Eligible Investments, or (iii) an account that is otherwise acceptable to the
Rating Agencies, as evidenced by a letter from each Rating Agency, without a
reduction or withdrawal of the rating of the Certificates.
Eligible Investments: One or more of the following in the order of
--------------------
priority specified herein:
(a) any common trust fund, collective investment trust or money
market fund rated Aaa by Moody's and AAAg or AAAm by S&P; and
(b) other obligations or securities that are acceptable to each
Rating Agency as an Eligible Investment hereunder and will not result in a
reduction in or withdrawal of the then current rating or ratings of the
Certificates, as evidenced by a letter to such effect from each Rating Agency;
provided, however, that no investments in "interest only" stripped obligations
shall qualify as an Eligible Investment pursuant to this definition.
Eligible Substitute Contract: As to any Replaced Contract for which such
----------------------------
Eligible Substitute Contract is being substituted pursuant to Section 3.05(b), a
Contract that (a) as of the date of its substitution, satisfies all of the
representations and warranties (which, except when expressly stated to be as of
origination, shall be deemed to be determined as of the date of its substitution
rather than as of the Cut-Off Date or the Closing Date) in Section 3.02 and does
not cause any of the representations and warranties in Section 3.03, after
giving effect to such substitution, to be incorrect, (b) after giving effect to
the scheduled payment due in the month of such substitution, has a Scheduled
Principal Balance that is not greater than the Scheduled Principal Balance of
such Replaced Contract, (c) has a Contract Rate that is at least equal to the
Contract Rate of such Replaced Contract, (d) has a remaining term to scheduled
maturity that is not greater than the remaining term to scheduled maturity of
the Replaced Contract, and (e) has not been delinquent for more than 31 days as
to any scheduled payment due within twelve months of the date of its
substitution. In addition, a Substitute Contract which is a Land Home Contract
may only be used to replace a Replaced Contract which was a Land Home Contract.
Enhancement Payment: As to any Distribution Date and the immediately
-------------------
preceding Collection Period, the amount by which the aggregate amount
distributable to the Class A Certificateholders pursuant to Sections 5.02(a)(i)
and(ii) exceeds the aggregate Available Distribution Amount.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
ERISA Restricted Certificate: Any Class R Certificate.
----------------------------
Event of Default: Any one of the Events of Default described in Section
----------------
8.01 hereof.
-10-
<PAGE>
Excess Contract Payment: With respect to any Contract, any portion of a
-----------------------
payment of principal and interest on such Contract, that (a) is in excess of the
scheduled payment (or is an integral multiple thereof and has not been
identified by the Obligor as a Principal Prepayment), (b) is not a Principal
Prepayment and (c) is not part of the Liquidation Proceeds of such Contract or
the Repurchase Price of such Contract paid pursuant to Section 3.05.
Extension Fee: Any extension fee paid by the Obligor on a Contract.
-------------
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
----
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant
-------------
to Section 4.10.
First Distribution Date: With respect to the Class A-1 Certificates,
-----------------------
January 17, 2000, and with respect to the Class A-2 and Class R Certificates,
February 7, 2000.
FNMA: The Federal National Mortgage Association, a federally chartered and
----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Formula Principal Distribution Amount: As to any Distribution Date, an
-------------------------------------
amount equal to the sum of (a) the Total Regular Principal Amount for such
Distribution Date, (b) any previously undistributed shortfalls in the
distribution of the Total Regular Principal Amount in respect of prior
Distribution Dates and (c) with respect to the Class A-2 Certificates, the Class
A-2 Holdover Amount as of the immediately preceding Distribution Date.
Fractional Interest: As to any Certificate, the product of (a) the
-------------------
Percentage Interest evidenced by such Certificate multiplied by (b) the amount
derived from dividing the Certificate Balance of the Class represented by such
Certificate by the aggregate Certificate Balances of each Class.
Global Certificate: Any Certificate registered in the name of the
------------------
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository and as described in Section 6.06). On the Closing Date, only
the Class A Certificates will be Global Certificates.
GreenPoint: GreenPoint Credit, LLC, a Delaware limited liability company,
----------
its successors or assigns.
GreenPoint Bank: GreenPoint Bank, a New York state chartered savings bank,
---------------
and its successors and assigns.
Gross Margin: With respect to each Contract that has a variable Contract
------------
Rate, the percentage set forth as such on the Contract Schedule.
-11-
<PAGE>
Hazard Insurance Policy: With respect to each Contract, the policy of fire
-----------------------
and extended coverage insurance (and federal flood insurance, if applicable)
required to be maintained for the related Manufactured Home, as provided in
Section 4.09 (which may be a blanket insurance policy maintained by the Servicer
in accordance with the terms and conditions of Section 4.09).
Independent Contractor: Either (i) any Person (other than the Servicer or
----------------------
the Trustee) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership test set forth in that
Section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates, or such other
interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee or the Trust Fund, delivered to the
Trustee), so long as the Trust Fund does not receive or derive any income from
such person and provided that the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer and the Trustee)
upon receipt by the Trustee of an Opinion of Counsel, which shall be at no
expense to the Trustee or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code).
Index: With respect to each Contract that has not converted its Contract
-----
Rate from a variable rate to a fixed rate, the per annum rate equal to (i) the
monthly average yield on U.S. Treasury securities adjusted to a constant
maturity of one year (as compiled by the U.S. Treasury Department), in
accordance with the terms of the related Contract or (ii) Twelve-Month LIBOR in
effect with respect to such Contract.
Initial Class A-1 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-2 Certificate Balance: As set forth in Section 6.01.
--------------------------------------
Initial Contracts: The Contracts identified in the Contract Schedule
-----------------
delivered pursuant to Section 2.01(a), all of which were originated on or before
November 30, 1999, and which have an aggregate principal balance as of the Cut-
Off Date of approximately $122,138,108.51.
Insurance Agreement: The Master Insurance and Reimbursement Agreement,
-------------------
dated as of the December 16, 1999, among GreenPoint, GreenPoint Bank, the
Trustee and the Insurer, as amended, modified and supplemented from time to time
in accordance with its terms.
Insurer: MBIA Insurance Corporation and its successors and assigns.
-------
Insurer Default: The failure by the Insurer to make a payment under the
---------------
Certificate Insurance Policy in accordance with its terms.
Interest Accrual Period: With respect to any Distribution Date for any
-----------------------
Class, other than the First Distribution Date, the one month period beginning on
the Distribution Date occurring during the preceding Collection Period and
ending on the day preceding the Distribution Date
-12-
<PAGE>
occurring during the current Collection Period, and with respect to the First
Distribution Date, the period commencing on the Closing Date and ending on the
First Distribution Date.
Land Home Contract: A Contract that is secured by a mortgage or deed of
------------------
trust on real estate on which the related Manufactured Home is situated (as well
as by such related Manufactured Home).
Land Home Contract File: As to each Land Home Contract, (a) the original
-----------------------
copy of the Land Home Contract, (b) the original related Mortgage with evidence
of recording thereon (or, if the original Mortgage has not yet been returned by
the applicable recording office, a copy thereof, certified by such recording
office, which will be replaced by the original Mortgage when it is so returned)
and any title document for the related Manufactured Home, (c) the assignment of
the Land Home Contract from the originator (if other than the Contract Seller)
to the Contract Seller, (d) if such Land Home Contract was originated by the
Contract Seller, an endorsement of such Land Home Contract by the Contract
Seller, and (e) any extension, modification or waiver agreement(s).
Late Payment Fees: Any late payment fees (including any not sufficient
-----------------
funds fees) paid by Obligors on Contracts after all sums received have been
allocated first to regular installments due or overdue and all such installments
are then paid in full.
Latest Due Date: The latest date on which any Contract matures.
---------------
LIBOR: As of any LIBOR Determination Date and the Class A-1 Certificates,
-----
the rate for deposits in United States dollars for a period equal to the
relevant Interest Accrual Period (commencing on the first day of such Interest
Accrual Period) which appears in the Telerate Page 3750 as of 11:00 a.m. London
time, on such date. If such rate does not appear on Telerate Page 3750, the
rate for that day will be determined on the basis of the rates at which deposits
in United States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London interbank
market for a period equal to the relevant Interest Accrual Period (commencing on
the first day of such Interest Accrual Period) and as quoted to the Trustee by
such Reference Banks. If at least two such quotations are provided, the rate
for that day will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted to major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a period equal to
the relevant Interest Accrual Period (commencing on the first day of such
Interest Accrual Period).
LIBOR Determination Date: With respect to any Interest Accrual Period, the
------------------------
second London business day preceding the commencement of such Interest Accrual
Period. For purposes of determining LIBOR, a "London business day" is any day
on which dealings in deposits of United States dollars are transacted in the
London interbank market.
Liquidated Contract: Any defaulted Contract as to which the Servicer has
-------------------
determined that all amounts (other than amounts in respect of any Deficiency)
which it expects to recover from or on account of such Contract have been
recovered; provided that any defaulted Contract
--------
-13-
<PAGE>
in respect of which the related Manufactured Home and, in the case of Land Home
Contracts, Mortgaged Property, has been realized upon and liquidated and the
proceeds of such disposition have been received shall be deemed to be a
Liquidated Contract.
Liquidation Expenses: All reasonable out-of-pocket expenses (exclusive of
--------------------
overhead expenses) which are incurred by the Servicer in connection with the
liquidation of any defaulted Contract, on or prior to the date on which the
related Manufactured Home, and, in the case of Land Home Contracts, Mortgaged
Property, is liquidated, including legal fees and expenses, any unreimbursed
amount expended by the Servicer pursuant to Sections 4.06, 4.07, 4.09 or 4.13
(to the extent such amount is reimbursable under the terms of Sections 4.06,
4.07, 4.09 or 4.13, as the case may be) with respect to such Contract, and any
unreimbursed expenditures for property taxes or other taxes or charges or for
property restoration or preservation that are related to such liquidation.
Liquidation Proceeds: Cash (including insurance proceeds other than those
--------------------
applied to the restoration of the related Manufactured Home or Mortgaged
Property or released to the related Obligor in accordance with the normal
servicing procedures of the Servicer, but excluding Deficiency Amounts) received
in connection with the liquidation of defaulted Contracts, whether through
repossession or otherwise.
Loan-To-Value Ratio: The fraction, expressed as a percentage, the
-------------------
numerator of which is the original principal balance of the related Contract and
the denominator of which is the Original Value of the related Manufactured Home.
Majority In Interest: As to any Class of Regular Certificates, the Holders
--------------------
of Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.
Manufactured Home: A unit of manufactured housing which meets the
-----------------
requirements of Section 25(e)(10) of the Code, securing the indebtedness of the
Obligor under the related Contract.
Market Agent: The meaning assigned in the Auction Procedures.
------------
Maximum Cap: With respect to each Contract, the amount set forth on the
-----------
Contract Schedule pursuant to clause (v) of the definition thereof.
Minimum Termination Amount: As of any time after the Pool Scheduled
--------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance,
whether in the case of a Termination Auction or a purchase of Contracts by the
Servicer or the Residual Interest Holder pursuant to Section 10.01(a)(ii)
hereof, an amount equal to the sum of (a) the aggregate Class A Certificate
Balance, (b) any shortfall in interest due to the Class A Certificateholders in
respect of prior Distribution Dates, (c) one month's interest on the Class A-1
Certificate Balance at the Class A-1 Pass-Through Rate and (d) one month's
interest on the Class A-2 Certificate Balance at the Class A-2 Pass-Through
Rate.
Monthly Advance: As to any Distribution Date, the lesser of (1) (a) the
---------------
amount, if any, by which (i) the Scheduled Amount exceeds (ii) the Collected
Scheduled Payments, less (b) the
-14-
<PAGE>
amount of any scheduled payment on a Contract due during the related Collection
Period which the Servicer has determined would be a Nonrecoverable Advance if an
advance in respect of such scheduled payment were made and (2) the amount by
which the Available Distribution Amount (exclusive of the Monthly Advance
component thereof) for such Distribution Date is less than the sum of (a) the
Total Regular Principal Amount and (b) the sum of the Class A-1 Interest
Distribution Amount and the Class A-2 Interest Distribution Amount, provided,
however, that with respect to the first Distribution Date, the Monthly Advance
shall equal the amount, if any, determined pursuant to clause (2) above.
Monthly Advance Reimbursement Amount: Any amount received or deemed to be
------------------------------------
received by the Servicer pursuant to Section 5.01(b) or (c) in reimbursement of
a Monthly Advance made out of its own funds.
Monthly Report: The monthly report described in Section 5.04.
--------------
Monthly Servicing Fee: As of any Distribution Date, an amount equal to
---------------------
one-twelfth of 1.00% per annum (or, in the case of a successor Servicer engaged
at any time after GreenPoint is no longer the Servicer, the percentage agreed
upon pursuant to Section 7.07) of the Pool Scheduled Principal Balance for such
Distribution Date.
Monthly Servicing Fee Subordination Event: As to any Distribution Date and
-----------------------------------------
so long as GreenPoint is acting as the Servicer, a Monthly Servicing Fee
Subordination Event shall exist if the Three-Month Average Class A-2 Pass-
Through Rate exceeds Three-Month Average LIBOR by at least 0.50% per annum.
Moody's: Moody's Investors Service, Inc. or any successor thereto.
-------
Mortgage: The mortgage, deed of trust, security deed or similar evidence
--------
of lien, creating a first lien on an estate in fee simple in the real property
securing a Land Home Contract.
Mortgaged Property: The property subject to the lien of a Mortgage.
------------------
Net Contract Rate: With respect to the first seven Distribution Dates, the
-----------------
rate of interest per annum borne by a Contract on the first day of the related
Collection Period minus the Annual Servicing Rate. For each Distribution Date
thereafter, the rate of interest per annum borne by a Contract on the first day
of the related Collection Period minus the Annual Servicing Rate minus .50%.
Net Funds Cap Carryover Amount: The Class A-1 Net Funds Cap Carryover
------------------------------
Amount and/or the Class A-2 Net Funds Cap Carryover Amount, as applicable.
Net Liquidation Proceeds: As to any Liquidated Contract, Liquidation
------------------------
Proceeds net of the sum of (i) Liquidation Expenses, (ii) all accrued and unpaid
interest thereon through the date the related Contract becomes a Liquidated
Contract and (iii) any amount required to be paid to the Obligor or any other
Person with an interest in the Manufactured Home or Mortgaged Property that is
senior to the interest of the Trust Fund.
-15-
<PAGE>
Net Weighted Average Contract Rate: As to any Distribution Date, the
----------------------------------
weighted average of the Net Contract Rates of all of the Contracts as of the
first day of the related Collection Period, weighted on the basis of the
Scheduled Principal Balances of the Contracts on the first day of the related
Collection Period.
99-5 Agreement: The Pooling and Servicing Agreement, dated as of November
--------------
1, 1999, entered into by and among the Contract Seller, the Servicer and the
Trustee, relating to the GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates Series 1999-5.
99-5 Reserve Account: The reserve account, if any, established pursuant to
--------------------
the 99-5 Agreement for the benefit of the Class A Certificateholders.
Non-United States Person: Any Person other than a United States Person.
------------------------
Nonrecoverable Advance: Any advance made or proposed to be made pursuant
----------------------
to Section 5.01 which the Servicer believes, in its good faith judgment, is not,
or if made would not be, ultimately recoverable from late payments, Liquidation
Proceeds or otherwise. In determining whether an advance is or will be
nonrecoverable, the Servicer need not take into account that it might receive
any amounts in a deficiency judgment. The determination by the Servicer that
any advance is, or if made would constitute, a Nonrecoverable Advance, shall be
evidenced by an Officer's Certificate of the Servicer delivered to the Trustee
and stating the reasons for such determination.
Notice of Rating: A notice by the Servicer substantially in the form of
----------------
Exhibit K hereto.
- ---------
Obligor: Each Person who is indebted under a Contract or who has acquired
-------
a Manufactured Home subject to a Contract.
Officer's Certificate: A certificate (i) signed by the Chairman of the
---------------------
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Contract Seller or
the Servicer (or any other officer customarily performing functions similar to
those performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a particular subject) or (ii) if
provided for in this Agreement, signed by a Servicing Officer and delivered to
the Contract Seller and the Trustee, as the case may be, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be the in-house
------------------
counsel for the Contract Seller or the Servicer, reasonably acceptable to the
Trustee and the Contract Seller, as the case may be.
Optional Termination Date: The date upon which the Pool Scheduled
-------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance.
Original Value: With respect to any Manufactured Home that was new at the
--------------
time the related Contract was originated, the retail stated cash sale price of
such Manufactured Home,
-16-
<PAGE>
plus taxes and, to the extent financed under such Contract, closing fees paid to
third parties, insurance and prepaid finance charges. With respect to any
Manufactured Home that was used at the time the related Contract was originated,
the total delivered sales price of such Manufactured Home, plus taxes and, to
the extent financed under such Contract, closing fees paid to third parties,
insurance and prepaid finance charges.
Outstanding: With respect to any Contract as to the time of reference
-----------
thereto, a Contract that has not been fully prepaid, has not become a Liquidated
Contract, and has not been repurchased pursuant to Section 3.05 prior to such
time of reference.
Outstanding Amount Advanced: As to any Distribution Date, the aggregate of
---------------------------
all Monthly Advances made by the Servicer out of its own funds pursuant to
Section 5.01 less the aggregate of all Monthly Advance Reimbursement Amounts
actually received by the Servicer prior to such Distribution Date.
Ownership Interest: Any legal or beneficial, direct or indirect, ownership
------------------
or other interest.
Partial Prepayment: Any Principal Prepayment other than a Principal
------------------
Prepayment in Full.
Paying Agent: Any paying agent appointed pursuant to Section 9.13.
------------
Percentage Interest: As to any Certificate (other than a Class R
-------------------
Certificate) of any Class, the percentage interest evidenced thereby in
distributions required to be made on the Certificates of such Class, such
percentage interest being equal to the percentage obtained by dividing the
original denomination of such Certificate by the aggregate of the original
denominations of all of the Certificates of such Class; and as to a Class R
Certificate, the percentage set forth on the face thereof.
Permitted Transferee: Any Person other than (i) a Disqualified
--------------------
Organization or (ii) a Non-United States Person.
Person: Any individual, corporation, partnership, limited liability
------
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government, or any agency or political subdivision thereof.
Pool Scheduled Principal Balance: As to any Distribution Date, the sum of
--------------------------------
the Scheduled Principal Balances of all Contracts at the end of the related
Collection Period.
Principal Prepayment: (i) Subject to clause (ii) of this definition, with
--------------------
respect to any Contract, any payment or any portion thereof or other recovery on
such Contract (other than a Liquidated Contract or a Contract repurchased
pursuant to Section 3.05) that exceeds the amount necessary to bring such
Contract current as of any Due Date unless (A) the related Obligor has notified
or confirmed with the Servicer that such payment is to be applied as Scheduled
Payments for future Due Dates or (B) the amount of such excess payment is
approximately equal (subject to a variance of plus or minus 10%) to the amount
of the Scheduled Payment on the next Due Date; (ii) notwithstanding the
provisions of the preceding clause (i), if any payment or any
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<PAGE>
portion thereof or other recovery on a Contract (other than a Liquidated
Contract or a Contract repurchased pursuant to Section 3.05) is sufficient to
pay the outstanding principal balance of such Contract, all accrued and unpaid
interest at the Contract Rate to the payment date and, at the option of the
Servicer, all other outstanding amounts owing on such Contract, the portion of
the payments or recoveries on such Contract during such Collection Period that
is equal to the Scheduled Principal Balance of such Contract after giving effect
to the scheduled payment on such Contract due in such Collection Period; and
(iii) any cash deposit made with respect to a Contract pursuant to Section 3.05.
Principal Prepayment in Full: Any Principal Prepayment specified in clause
----------------------------
(ii) of the definition of the term "Principal Prepayment."
Private Certificate: Any Class R Certificate.
-------------------
Rating Agency: Either Moody's or S&P.
-------------
Record Date: With respect to any Distribution Date, the close of business
-----------
on the day preceding such Distribution Date.
Reference Banks: The leading banks selected by the Trustee with respect to
---------------
the Class A-1 Certificates and the Auction Agent with respect to the Class A-2
Certificates, which are engaged in transactions in Eurodollar deposits in the
London interbank market.
Regular Certificates: Any one of the Class A Certificates.
--------------------
REMIC: A "real estate mortgage investment conduit" within the meaning of
-----
Section 860D of the Code.
REMIC Administrator: The Holder of the Class R Certificate on the Closing
-------------------
Date, or any successor thereto meeting the requirements set forth in Section
4.17 (c).
REMIC Provisions: Provisions of the federal income tax law relating to
----------------
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
REO Account: As defined in Section 4.17.
-----------
REO Property: As defined in Section 4.17.
------------
Replaced Contract: A Contract as to which the Contract Seller has a
-----------------
Repurchase Obligation and which, at the Contract Seller's option, is replaced in
the Trust Fund by an Eligible Substitute Contract pursuant to Section 3.05.
Repossession Profits: As to any Distribution Date, the excess, if any, of
--------------------
Net Liquidation Proceeds in respect of each Contract that became a Liquidated
Contract during the related Collection Period over the sum of the remaining
principal balance of such Contract prior to any
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write down thereof plus accrued and unpaid interest at the related Contract Rate
on the remaining principal balance thereof from the Due Date to which interest
was last paid by the Obligor to the Due Date in the month in which such Contract
became a Liquidated Contract.
Repurchase Obligation: The obligation of the Contract Seller, set forth in
---------------------
Section 3.05, to repurchase the related Contracts as to which there exists an
uncured breach of a representation or warranty contained in Sections 3.02 or
3.03.
Repurchase Price: With respect to any Contract required to be repurchased
----------------
hereunder, an amount equal to the remaining principal amount outstanding on such
Contract as of the beginning of the month of repurchase plus accrued interest
from the Due Date with respect to which the Obligor last made a payment to the
Due Date in the Collection Period in which such Contract is repurchased.
Reserve Account: The Reserve Account established and maintained pursuant
---------------
to Section 5.09 hereof. The Reserve Account shall not be a part of the REMIC.
Responsible Officer: When used with respect to the Trustee, the Paying
-------------------
Agent or the Certificate Administrator, the chairman or vice chairman of the
board of directors, the chairman or vice chairman of any executive committee of
the board of directors, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller, or any other officer
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
---
Companies, Inc., or any successor thereto.
Scheduled Amount: As to any Distribution Date, the amount equal to the
----------------
aggregate of the scheduled payments that were due during the related Collection
Period in respect of Contracts that were Outstanding immediately following such
Collection Period or whose last scheduled payment was due during such Collection
Period.
Scheduled Payment: As to any Distribution Date and each Contract, the
-----------------
amount equal to the scheduled payment that was due during the related Collection
Period in respect of each such Contract that was Outstanding immediately
following such Collection Period or whose last scheduled payment was due during
such Collection Period.
Scheduled Principal Balance: As to any Contract and any Distribution Date
---------------------------
or the Cut-Off Date as the case may be, the principal balance of such Contract
as of the Due Date in the related Collection Period (or, with respect to the
Cut-Off Date or the First Distribution Date, as of the Cut-Off Date) as
specified in the amortization schedule for such Contract at the time relating
thereto, after giving effect to all previous Partial Prepayments, all previous
scheduled principal payments (whether or not paid), to the scheduled payment of
principal due on such Due Date (or, with respect to the Cut-Off Date, the
previous Due Date) and to all non-cash reductions to the related Contract during
such Collection Period whether by bankruptcy or other similar
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<PAGE>
proceeding or other adjustment by the Servicer in the normal course of business
of its servicing activities.
Securities Act: The Securities Act of 1933, as amended.
--------------
Senior Monthly Servicing Fee: As to any Distribution Date, that portion of
----------------------------
the Monthly Servicing Fee in excess of the Subordinated Monthly Servicing Fee.
Servicer: GreenPoint, or its successors in interest or any successor
--------
Servicer under this Agreement as provided by Section 7.06 or 7.07.
Servicer Deficiency Amount: With respect to any Distribution Date, the
--------------------------
product of the Deficiency Percentage and the aggregate of the Deficiency Amounts
received during the immediately preceding Collection Period.
Servicer Termination Events: As defined in Section 8.07.
---------------------------
Servicing File: All documents, records, and other items maintained by the
--------------
Servicer with respect to a Contract and not included in the corresponding
Contract File or the Land Home Contract, as applicable, including the credit
application, credit reports and verifications, appraisals, tax and insurance
records, payment records, insurance claim records, correspondence, and all
historical computerized data files.
Servicing Officer: Any officer of the Servicer involved in, or responsible
-----------------
for, the administration and servicing of the Contracts whose name appears on a
list of servicing officers furnished to the Trustee by the Servicer, as such
list may from time to time be amended.
Special Account: The account established and maintained pursuant to the
---------------
Insurance Agreement, which will not be an asset of the Trust Fund or the REMIC.
Special Account Deposit Amount: As defined in the Insurance Agreement.
------------------------------
Startup Day: As defined in Section 4.17(b) hereof.
-----------
Subordinated Monthly Servicing Fee: As to any Distribution Date on which
----------------------------------
there exists a Monthly Servicing Fee Subordination Event, one-twelfth the
Subordination Margin times the Pool Scheduled Principal Balance.
Subordination Margin: As to any Distribution Date on which there exists a
--------------------
Monthly Servicing Fee Subordination Event, the amount, expressed as a per annum
rate not to exceed 0.50% per annum, by which the Three-Month Average Class A-2
Pass-Through Rate exceeds the sum of Three-Month Average LIBOR and 0.50%.
Tax: As defined in Section 4.17(g) hereof.
---
Tax Matters Person: The person designated as "tax matters person" in the
------------------
manner provided under Treasury regulation Section 1.860F-4(d) and Section 6231
of the Code. Initially, this person shall be the REMIC Administrator.
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<PAGE>
Telerate Page 3750: The display page currently so designated on the Dow
------------------
Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).
Termination Auction: As defined in Section 10.01(b) hereof.
-------------------
Termination Auction Procedures: As defined in Section 10.01(b) hereof.
------------------------------
Three-Month Average Class A-2 Pass-Through Rate: As to any Distribution
-----------------------------------------------
Date on which there exists a Monthly Servicing Fee Subordination Event, the
arithmetic mean of the Class A-2 Pass-Through Rate for such Distribution Date
and each of the two immediately preceding Distribution Dates, expressed as a per
annum rate.
Three-Month Average LIBOR: As to any Distribution Date on which there
-------------------------
exists a Monthly Servicing Fee Subordination Event, the arithmetic mean of LIBOR
for the Auction Date related to such Distribution Date and each of the two
immediately preceding Auction Dates, expressed as a per annum rate.
Total Regular Principal Amount: As to any Distribution Date, an amount
------------------------------
equal to the sum of (a) all scheduled payments of principal due on each
outstanding Contract during the immediately preceding Collection Period, (b) all
Partial Prepayments on the Contracts received during the immediately preceding
Collection Period, (c) the Scheduled Principal Balance of each Contract for
which a Principal Prepayment in Full was received during the immediately
preceding Collection Period, (d) the Scheduled Principal Balance of each
Contract that became a Liquidated Contract during the immediately preceding
Collection Period, (e) the Scheduled Principal Balance of each Contract that was
repurchased during the immediately preceding Collection Period pursuant to
Section 3.05, and (f) all non-cash reductions to the Scheduled Principal
Balance of each Contract during the immediately preceding Collection Period
whether by bankruptcy or other similar proceeding or other adjustment by the
Servicer in the normal course of business of its servicing activities.
Transfer: Any direct or indirect transfer or sale of any Ownership
--------
Interest in a Class R Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
----------
in a Class R Certificate.
Trustee: Bank One, National Association, or its successors or assigns or
-------
any successor under this Agreement.
Trust Fund: The corpus of the trust created by this Agreement, to the
----------
extent described herein, consisting of the Contracts (including the security
interest created thereby), including all rights to receive payments on the
Contracts due on or after the Cut-Off Date, such assets as shall from time to
time be identified as deposited in the Certificate Account, each Manufactured
Home and Mortgaged Property which secured a Contract (which has not been
repurchased pursuant to Section 3.05) and which has been acquired in realizing
upon such Contract, the Repurchase Obligation, the Certificate Insurance Policy
and the proceeds of the Hazard Insurance Policies.
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<PAGE>
Twelve-Month LIBOR: The average of interbank rates for one year U.S.
------------------
dollar denominated deposits in the London market based on the quotation of major
banks listed as the "1-Year London Interbank Offered Rates Index" found in the
Wall Street Journal, Money & Investing section, under the "Money Rates" table.
UCC: The Uniform Commercial Code, as in effect in the relevant
---
jurisdiction.
United States Person: A citizen or resident of the United States, a
--------------------
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof or the District of Columbia (other
than a partnership not treated as a United States person under any applicable
Treasury Regulations), or an estate or trust whose income is subject to United
States federal income tax regardless of the source of income.
Voting Rights: The portion of the voting rights of all of the Certificates
-------------
that is allocated to any Certificate. As of any date of determination, 99% of
the Voting Rights shall be allocated among Holders of the Regular Certificates
in proportion to the Certificate Balances of their respective Certificates on
such date and 1% of the Voting Rights shall be allocated among Holders of the
Class R Certificates, in each case allocated among the Certificates of each such
Class in accordance with their respective Percentage Interests.
Weighted Average Maximum Cap: With respect to any Distribution Date, an
----------------------------
amount equal to the weighted average of the Maximum Caps on such Distribution
Date (or with respect to any Contract that had its Contract Rate convert from a
variable rate to a fixed rate, the appropriate fixed rate) multiplied by a
fraction the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is 360.
Section 1.02 Construction.
------------
Unless the context of this Agreement otherwise clearly requires, references
to the plural include the singular, the singular the plural and the part the
whole and "or" has the inclusive meaning sometimes represented by the phrase
"and/or." The words "include" or "including" shall be deemed followed by the
phrase "without limitation." The words "hereof," "herein," "hereunder" and
similar terms in this Agreement refer to the Agreement as a whole and not to any
particular provision of this Agreement. The Section and other headings
contained in this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, Schedule, Appendix and Exhibit
references are to this Agreement unless otherwise specified. The date as of
which this Agreement is dated has been assigned solely for purposes of
identification, and does not signify the date as of which assets are
transferred, securities are issued, or any other actions are taken hereunder,
and the parties specifically acknowledge and agree that the conveyance of the
Contracts pursuant to Section 2.01 and the delivery of the Certificates pursuant
to Section 2.07 have occurred on and are effective as of the Closing Date.
-22-
<PAGE>
ARTICLE II
CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Contracts.
-----------------------
(a) GreenPoint, as Contract Seller, concurrently with the
execution and delivery hereof, does hereby transfer, sell, assign, set over and
otherwise convey to the Trustee without recourse (i) all of its right, title and
interest in and to the Contracts listed on the Contract Schedule, as amended
from time to time, (including the security interests created thereby), including
all principal of and interest due on or with respect to such Contracts on or
after the Cut-Off Date (other than payments of principal and interest due on
such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard
Insurance Policies relating to the Manufactured Homes securing such Contracts
for the benefit of the creditors under such Contracts, (iii) all documents
contained in the Contract Files and in the Land Home Contract Files with respect
to the related Contracts, and (iv) all proceeds of any of the foregoing.
The ownership of each Contract and the contents of the related Contract
File or Land Home Contract File, as applicable, and Servicing File are vested in
the Trustee. The Servicer hereby disclaims any and all right, title and other
ownership interest in and to the Contracts (including the security interests
created thereby). The contents of each Contract File and, except as provided in
Section 4.16(e), the contents of each Land Home Contract File, as applicable,
and Servicing File are and shall be held by the Servicer for the benefit of the
Trustee as the owner thereof (it being understood that the Servicer's possession
of the contents of each Contract File or Land Home Contract File, as applicable,
and Servicing File so retained is for the sole purpose of servicing the related
Contract, and such retention and possession by the Servicer is in a custodial
capacity only). Neither the Contract Seller nor the Servicer shall take any
action inconsistent with the Trustee's ownership of the Contracts, and the
Contract Seller and the Servicer shall promptly indicate to all inquiring
parties that the Contracts have been sold, transferred, assigned, set over and
conveyed to the Trustee and shall not claim any ownership interest in the
Contracts.
(b) Although the parties intend that the conveyance of the
Contract Seller's right, title and interest in and to the Contracts pursuant to
this Agreement shall constitute a purchase and sale and not a loan, if such
conveyances are deemed to be a loan, the parties intend that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The parties also intend and agree that GreenPoint shall
be deemed to have granted to the Trustee, and GreenPoint does hereby grant to
the Trustee, a perfected first-priority security interest in (i) all of its
right, title and interest, whether now owned or hereafter acquired, in and to
the Contracts listed on the Contract Schedule, as amended from time to time
(including the security interests created thereby), including all principal of
and interest due on or with respect to such Contracts on or after the Cut-Off
Date (other than payments of principal and interest due on such Contracts before
the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies
relating to the Manufactured Homes securing such Contracts for the benefit of
the creditors under such Contracts, (iii) all documents contained in the
Contract Files and in the Land Home Contract Files with respect to the related
Contracts, and (iv) all proceeds of any of the foregoing. The parties intend and
agree that this Agreement shall constitute a security
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<PAGE>
agreement under applicable law. If the trust created by this Agreement
terminates prior to the satisfaction of the claims of any Person under any
Certificates, the security interests created hereby shall continue in full force
and effect and the Trustee shall be deemed to be the collateral agent for the
benefit of such Person.
Section 2.02 Filing and Assignment, Name Change or Relocation.
------------------------------------------------
(a) On or prior to the Closing Date, the Servicer shall cause
to be filed in the office of the Secretary of State of California a UCC-1
financing statement signed by GreenPoint describing the related Contracts as
collateral and naming GreenPoint as debtor and the Trustee as secured party.
From time to time, the Servicer shall take and cause to be taken such
actions and execute such documents as are necessary to perfect and protect the
Certificateholders' interests in the Contracts and their proceeds and the
Manufactured Homes and the Mortgaged Properties against all other Persons,
including the filing of financing statements, amendments thereto and
continuation statements, the execution of transfer instruments and the making of
notations on or taking possession of all records or documents of title;
provided, however, that GreenPoint, so long as it is the Servicer, shall not be
- -------- -------
required to cause notations to be made on any document of title relating to any
Manufactured Home or to execute any transfer instrument relating to any
Manufactured Home (other than a notation or a transfer instrument necessary to
show the Contract Seller as the lienholder or legal title holder) or, except as
provided in Section 4.22, to file documents in real property records with
respect to a Manufactured Home or related Contract, absent notice from the
Trustee or the Contract Seller or actual knowledge that such Manufactured Home
that does not secure a Land Home Contract has become real property under
applicable state law; and further provided, that the Servicer shall have no
------- --------
obligation pursuant to this sentence with respect to any failure to maintain a
first-priority perfected security interest which results from a breach of any
representation or warranty in Section 3.02(j) or (u) as to the Trustee's
security interest in a Manufactured Home, except to enforce the Contract
Seller's obligations in respect thereof in Section 3.05. The Trustee and the
Contract Seller agree to take whatever action is necessary to enable the
Servicer to fulfill its obligations as set forth in this Section 2.02(a).
(b) The Servicer agrees to pay all reasonable costs and
disbursements in connection with its duties specified in this Section 2.02.
Section 2.03 Acceptance by Trustee.
---------------------
(a) The Trustee hereby acknowledges conveyance of the Contracts
to the Trustee and declares that the Trustee, directly or through a custodian
(which shall be the Servicer pursuant to Section 4.16, except as provided under
Section 4.16(e)), holds and will hold such Contract Files in trust for the use
and benefit of all present and future Certificateholders. The Trustee hereby
certifies (without any independent investigation) that it has no notice or
knowledge of (i) any adverse claim, lien or encumbrance with respect to any
Contract, (ii) any Contract being overdue or dishonored, (iii) any evidence on
the face of any Contract of any security interest therein adverse to the
Trustee's interest, or (iv) any defense against or claim against any Contract by
the Obligor or by any other party. The Trustee also hereby certifies that its
books and records will
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<PAGE>
reflect it as the legal owner of the Contracts. Nothing in this Agreement shall
be construed to constitute acceptance by the Trustee of any liability or
obligation of the Contract Seller, whether on any Contract, to any Obligor, or
otherwise.
(b) The Trustee hereby acknowledges delivery of the Certificate Insurance
Policy to the Trustee and declares that the Trustee holds and will hold the
Certificate Insurance Policy in trust for the use and benefit of all present and
future Class A Certificateholders.
Section 2.04 Trustee Receipt of Documents.
----------------------------
On the Closing Date, the Trustee shall authenticate and deliver the
Certificates upon instructions from the Contract Seller pursuant to Section 2.07
and the receipt of the following documents:
(a) A letter from each Rating Agency confirming that the
Certificates (other than the Class R Certificates) have been assigned the rating
of "Aaa" (in the case of Moody's) and "AAA" (in the case of S&P); An Officer's
Certificate from the Servicer to the effect that the Servicer has deposited the
dollar amount specified in such Officer's Certificate into the Certificate
Account and that such dollar amount is an estimate of all amounts received on
the Contracts from and including the Cut-Off Date up to and including the
Closing Date;
(c) An executed Auction Agent Agreement and Broker Dealer
Agreement; and
(d) The Certificate Insurance Policy.
Notwithstanding anything in this Agreement to the contrary, the Servicer
shall deposit into the Certificate Account all amounts in respect of the
Contracts received on or after December 1, 1999 (other than amounts due on a Due
Date occurring prior to December 1, 1999) or otherwise required to be deposited
in the Certificate Account by other provisions of this Agreement pursuant to
Section 4.05.
Section 2.05 Representations and Warranties Regarding the Servicer.
-----------------------------------------------------
The Servicer makes the following representations and warranties to the
Trustee and the Certificateholders:
(a) Organization and Good Standing. The Servicer is a limited
------------------------------
liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Servicer has the power to own its
assets and to transact the respective business in which it is currently engaged.
The Servicer is duly qualified to do business as a foreign limited liability
company and is in good standing in each jurisdiction in which its type of
organization and the character of the business transacted by it or properties
owned or leased by it requires such qualification and in which the failure so to
qualify would have a material adverse effect on its business, properties,
assets, or condition (financial or other).
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<PAGE>
(b) Authorization; Binding Obligations. The Servicer has the
----------------------------------
power and authority to make, execute, deliver and perform this Agreement and all
of the transactions contemplated under the Agreement, and has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement. When executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of the Servicer enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by the availability of equitable remedies.
(c) No Consent Required. The Servicer is not required to
-------------------
obtain the consent of any other party or any consent, license, approval or
authorization from, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement or in connection with
the transaction of its business, except such as have been obtained or where the
failure to obtain any such consent, license, approval or authorization, or to
make any registration or declaration does not materially adversely affect the
interests of the Trust Fund or the interests of the Certificateholders therein.
(d) No Violations. The execution, delivery and performance of
-------------
this Agreement by the Servicer will not violate any provision of any existing
law or regulation or any order or decree of any court applicable to the Servicer
or the charter or bylaws of the Servicer, or constitute a material breach of any
mortgage, indenture, contract or other agreement to which the Servicer is a
party or by which the Servicer is bound except where such violation or breach
does not materially adversely affect the interests of the Trust Fund or the
interests of the Certificateholders therein.
(e) Litigation. No litigation or administrative proceeding of
----------
or before any court, tribunal or governmental body is currently pending, or, to
the knowledge of the Servicer, threatened, against the Servicer or any of its
properties or with respect to this Agreement or the Certificates which, if
adversely determined, would in the opinion of the Servicer have a material
adverse effect on the transactions contemplated by this Agreement.
Within 60 days of the earlier of discovery by the Servicer or receipt of
notice by the Servicer of the breach of any representation, warranty or covenant
of the Servicer set forth in this Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Contract, the Servicer
shall cure such breach in all material respects.
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer.
------------------------------------------------------
Upon discovery by any of the Contract Seller, the Servicer or the Trustee
of a breach of any of the representations, warranties and covenants set forth in
Article III hereof which materially and adversely affects the value of the
Contracts or the interests of the Certificateholders in the Contracts (or which
materially and adversely affects the value of or the interest of the
Certificateholders in the related Contract in the case of a representation,
warranty or covenant set forth in Article III hereof and relating to a
particular Contract), the party discovering such breach shall give prompt
written notice to the other parties. The cure of such
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<PAGE>
breach or the repurchase or substitution for any affected Contract shall be done
in accordance with Section 3.05.
Section 2.07 Authentication and Delivery of Certificates.
-------------------------------------------
The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, has executed,
authenticated and delivered to or upon the order of the Contract Seller, the
Certificates in authorized denominations evidencing the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights
referred to above for the benefit of all present and future Holders of the
Certificates.
Section 2.08 Covenants of the Servicer.
-------------------------
The Servicer hereby covenants to the Contract Seller and the Trustee that
no written information, certificate of an officer, statement furnished in
writing or written report delivered to the Contract Seller, any Affiliate of the
Contract Seller or the Trustee and prepared by the Servicer pursuant to this
Agreement will contain any untrue statement of a material fact or omit to state
a material fact necessary to make the information, certificate, statement or
report not misleading.
Section 2.09 Covenants of the Contract Seller.
--------------------------------
During the term of this Agreement, the Contract Seller will not change its
name, identity or structure or relocate its chief executive office without first
giving written notice to the Trustee and the Insurer. If any change in the
Contract Seller's name, identity or structure or the relocation of its chief
executive office would make any financing or continuation statement or notice of
lien filed under this Agreement seriously misleading within the meaning of
applicable provisions of the UCC or any title statute, the Contract Seller, no
later than five days after the effective date of such change, shall file such
amendments as may be required to preserve and protect the Certificateholders'
interests in the Contracts and proceeds thereof and in the Manufactured Homes
and the Mortgaged Properties.
ARTICLE III
REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER
Section 3.01 Representations and Warranties of the Contract Seller.
-----------------------------------------------------
The Contract Seller makes the following representations and warranties to
the Trustee as of the Closing Date:
(a) Organization and Good Standing; Licensing. It is a
-----------------------------------------
limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware, and it has the power to own its assets
and to transact the business in which it is currently engaged. It is duly
qualified to do business as a foreign limited liability company and is in good
standing in each jurisdiction in which its type of organization and the
character of the business transacted by it or properties owned or leased by it
requires such qualification and in which the failure so to qualify would have a
material adverse effect on its business, properties,
-27-
<PAGE>
assets, or condition (financial or other). It was properly licensed in each
jurisdiction at the time of purchase or origination of each Contract originated
or purchased on an individual basis by it in such jurisdiction to the extent
required by the laws of such jurisdiction as applied to the purchase or
origination and servicing of such Contract, except where the failure to be so
licensed does not materially adversely affect the interests of the Trust Fund or
the Certificateholders in and to such Contract.
(b) Authorization; Binding Obligations. It has the power and
----------------------------------
authority to make, execute, deliver and perform this Agreement and all of the
transactions contemplated under this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
When executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Contract Seller enforceable in accordance with its
terms, except as enforcement of such terms may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies.
(c) No Consent Required. It is not required to obtain the
-------------------
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except such as have been obtained or where the
failure to obtain any such consent, license, approval or authorization, or to
make any registration or declaration does not materially adversely affect the
interests of the Trust Fund or the interests of the Certificateholders therein.
(d) No Violations. The execution, delivery and performance of
-------------
this Agreement by the Contract Seller will not violate any provision of any
existing law or regulation or any order or decree of any court applicable to the
Contract Seller or the charter or bylaws of the Contract Seller, or constitute a
material breach of any mortgage, indenture, contract or other agreement to which
the Contract Seller is a party or by which the Contract Seller is bound except
where such violation or breach does not materially adversely affect the
interests of the Trust Fund or the interests of the Certificateholders therein.
(e) Litigation. No litigation or administrative proceeding of
----------
or before any court, tribunal or governmental body is currently pending or, to
its knowledge, threatened, against it or any of its properties or with respect
to this Agreement or the Certificates which, if adversely determined, would in
the opinion of the Contract Seller have a material adverse effect on the
transactions contemplated by this Agreement.
(f) Chief Executive Office. Its chief executive office is in
----------------------
California.
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<PAGE>
Section 3.02 Representations and Warranties Regarding Each Contract.
------------------------------------------------------
The Contracts listed on the Contract Schedule have been sold by GreenPoint
in its capacity as Contract Seller to the Trust Fund on the date of execution
and delivery hereof. As a condition of the purchase by the Trust Fund, the
Contract Seller represents and warrants to the Trustee as of the Closing Date
(except as otherwise expressly stated):
(a) Payments. As of the Cut-Off Date, no Contract was more
--------
than 59 days delinquent.
(b) No Waivers. The terms of the Contract have not been
----------
waived, altered or modified in any respect, except by instruments or documents
identified in the Contract File or the Land Home Contract File, as applicable.
(c) Binding Obligation. The Contract is the legal, valid and
------------------
binding obligation of the Obligor thereunder and is enforceable in accordance
with its terms, except as such enforceability may be limited by laws affecting
the enforcement of creditors' rights generally and by general principles of
equity.
(d) No Defenses. The Contract is not subject to any right of
-----------
rescission, setoff, counterclaim or defense, including the defense of usury, and
the operation of any of the terms of the Contract or the exercise of any right
thereunder will not render the Contract unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and no such right of rescission, setoff, counterclaim or
defense has been asserted with respect thereto.
(e) Insurance. The Manufactured Home securing the Contract is
---------
covered by a Hazard Insurance Policy in the amount required by Section 4.09. All
premiums due as of the Closing Date on such insurance have been paid in full to
the applicable providers of such insurance.
(f) Origination. To the knowledge of the Contract Seller, the
-----------
Contract was either (i) originated by a manufactured housing dealer acting in
the regular course of its business, and purchased on an individual basis by the
Contract Seller in the ordinary course of business, (ii) originated by the
Contract Seller in the ordinary course of business, or (iii) purchased from Bank
of America, FSB, which had originated such Contracts in the ordinary course of
its business.
(g) Lawful Assignment. The Contract was not originated in and
-----------------
is not subject to the laws of any jurisdiction whose laws would make the
transfer of such Contract from the Contract Seller to the Trust Fund under this
Agreement unlawful.
(h) Compliance with Law. All requirements of any federal,
-------------------
state or local law, including usury, truth-in-lending and equal credit
opportunity laws and lender licensing laws, applicable to the Contract have been
complied with.
(i) Contract in Force. The Contract has not been satisfied or
-----------------
subordinated in whole or in part or rescinded, the Manufactured Home securing
the Contract has not been
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<PAGE>
released from the lien of the Contract in whole or in part and, in the case of a
Land Home Contract, the related Mortgaged Property has not been released from
the related Mortgage.
(j) Valid Security Interest. The Contract, other than any
-----------------------
Land Home Contract, creates a valid, subsisting and enforceable (except as may
be limited by laws affecting creditors' rights generally) first-priority
security interest in favor of GreenPoint as secured lender, or agent thereof, in
the Manufactured Home covered thereby; such security interest has been assigned
by the Contract Seller as secured lender to the Trustee in accordance with the
terms herein and; the Trustee has a valid and perfected first-priority security
interest in such Manufactured Home. Each Mortgage is a valid first lien in favor
GreenPoint on real property securing the amount owed by the Obligor under the
related Land Home Contract subject only to (a) the lien of current real property
taxes and assessments, (b) covenants, conditions and restrictions, rights of
way, easements and other matters of public record as of the date of recording of
such Mortgage, such exceptions appearing of record being acceptable to mortgage
lending institutions generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the appraisal obtained in
connection with the origination of the related Land Home and (c) other matters
to which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by such Mortgage. The
Contract Seller has assigned all of its right, title and interest in such Land
Home Contract and related Mortgage, including the security interest in the
Manufactured Home covered thereby, to the Trustee. The Trustee has and will have
a valid and perfected and enforceable (except as may be limited by laws
affecting creditors' rights generally) first priority security interest in such
Land Home Contract.
(k) Capacity of Parties. All parties to the Contract had
-------------------
capacity to execute the Contract.
(l) Good Title. It purchased the Contract for value and took
----------
possession thereof, without knowledge that the Contract was subject to any
security interest. It has not sold, assigned or pledged the Contract to any
Person other than the Trust Fund, and prior to the transfer of the Contract by
the Contract Seller to the Trust Fund, it had good and marketable title thereto
free and clear of any encumbrance, equity, loan, pledge, charge, claim or
security interest and was the sole owner thereof with full right to transfer the
Contract to the Trust Fund.
(m) No Defaults. As of the Cut-Off Date, there was no
-----------
default, breach, violation or event permitting acceleration existing under the
Contract and to its knowledge, no event which, with notice and the expiration of
any grace or cure period, would constitute such a default, breach, violation or
event permitting acceleration under such Contract (except payment delinquencies
permitted by clause (a) above). The Contract Seller has not waived any such
default, breach, violation or event permitting acceleration.
(n) No Liens. As of the Closing Date, there are, to its
--------
knowledge, no liens or claims which have been filed for work, labor or materials
affecting the Manufactured Home or any related Mortgaged Property securing the
Contract which are or may be liens prior to, or equal or coordinate with, the
lien of the Contract.
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<PAGE>
(o) Installments. Such Contract provides for monthly payments
------------
of principal and interest which fully amortize the loan over its term, each
Contract that has converted to a fixed rate of interest has a fixed Contract
Rate and each Contract that has not converted to a fixed rate of interest has a
Contract Rate that after an initial period is calculated based upon the Index
plus the Gross Margin. The scheduled monthly payment allocable to interest on
each Contract is calculated on the basis that each scheduled monthly payment is
applied on its Due Date, regardless of when it is actually made.
(p) Enforceability. The Contract contains customary and
--------------
enforceable (except as may be limited by laws affecting creditors' rights
generally) provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security.
(q) Contract Schedule. The information set forth in the
-----------------
Contract Schedule is true and correct.
(r) One Original. There is only one original executed
------------
Contract. Such original Contract is in the custody of the Servicer on the
Closing Date.
(s) Loan-to-Value Ratio. At the time of its origination, such
-------------------
Contract had a Loan-to-Value Ratio (rounded to the nearest 1%) not greater than
100%.
(t) Not Real Estate. With respect to each Contract other than
---------------
a Land Home Contract, the related Manufactured Home is personal property and is
not considered or classified as part of the real estate on which it is located
under the laws of the jurisdiction in which it is located and was personal
property and was not considered or classified as part of the real estate on
which it was located under the laws of the jurisdiction in which it was located
at the time the related Contract was executed by the parties thereto, and with
respect to each Contract including Land Home Contracts the related Manufactured
Home is, to the Contract Seller's knowledge, free of damage (including
earthquake or hurricane damage) and in good repair.
(u) Notation of Security Interest. With respect to each
-----------------------------
Contract other than a Land Home Contract, if the related Manufactured Home is
located in a state in which notation of a security interest on the title
document is required or permitted to perfect such security interest, the title
document shows, or, if a new or replacement title document with respect to such
Manufactured Home is being applied for, such title document will be issued
within 180 days and will show, GreenPoint or BankAmerica Housing Services as the
holder of a first-priority security interest in such Manufactured Home. If the
related Manufactured Home is located in a state in which the filing of a
financing statement or the making of a fixture filing under the UCC is required
to perfect a security interest in manufactured housing, such filings have been
duly made and show GreenPoint or BankAmerica Housing Services as the secured
party. If the related Manufactured Home secures a Land Home Contract, such
Manufactured Home is subject to a Mortgage properly filed in the appropriate
public recording office or such Mortgage will be properly filed in the
appropriate public recording office within 180 days, naming GreenPoint as
mortgagee. In either case, the Trustee has the same rights as the secured party
of record would have (if such secured party were still the owner of the
Contract) against all Persons (including the Contract Seller and any trustee in
bankruptcy of GreenPoint or BankAmerica Housing
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<PAGE>
Services) claiming an interest in such Manufactured Home. Assuming consummation
of the transactions contemplated herein the Trustee has the same rights as the
secured party of record would have (if such secured party were still the owner
of the Contract) against all Persons claiming an interest in such Manufactured
Home and, if applicable, such Mortgaged Property.
(v) Secondary Mortgage Market Enhancement Act. The related
-----------------------------------------
Manufactured Home is a "manufactured home" within the meaning of 42 United
States Code, Section 5402(6). With respect to the Contracts originated by Bank
of America, FSB, Bank of America, FSB meets the requirements of Section
3(a)(41)(A)(ii) of the Securities Exchange Act of 1934, as amended. As of the
Cut-Off Date, the Contract Seller was approved for insurance by the Secretary of
Housing and Urban Development pursuant to Section 2 of the National Housing Act.
(w) Qualified Mortgage for REMIC. Each Contract is secured by
----------------------------
a "single family residence" within the meaning of Section 25(e)(10) of the Code.
The fair market value of the Manufactured Home securing each Contract was at
least equal to 80% of the adjusted issue price of the Contract at either (i) the
time the Contract was originated (determined pursuant to the REMIC Provisions)
or (ii) the time the Contract is transferred to the Trust Fund. Each Contract is
a "qualified mortgage" under Section 860G(a)(3) of the Code.
(x) Stamping of Contracts. Within 60 days of the Closing
---------------------
Date, each original Contract will have been stamped with the following legend:
"This Contract has been assigned to Bank One, National Association, as Trustee
under the Pooling and Servicing Agreement dated as of December 1, 1999 (between
such Trustee and GreenPoint Credit, LLC) or to any successor Trustee
thereunder."
(y) Actuarial/Simple Interest Contracts. Except for
-----------------------------------
$1,665,857.27 by aggregate principal amount of the Initial Contracts on the Cut-
Off Date which are simple interest Contracts, each Initial Contract is an
actuarial manufactured housing installment loan agreement or manufactured
housing installment sales contract.
(z) Land Home Contracts. No Contract other than a Land Home
-------------------
Contract is secured, or intended to be secured, in whole or in part by the lien
of a mortgage or deed of trust creating a first lien or an estate in fee simple
in the real property.
(aa) Financing of Real Property. No Contract other than a Land
--------------------------
Home Contract has financed any amount in respect of real property.
(bb) Minimum and Maximum Contract Rate. As of the Cut-Off Date,
---------------------------------
the Initial Contract with the lowest Contract Rate has a Contract Rate of 6.000%
and the Initial Contract with the highest Contract Rate has a Contract Rate of
15.000% and the Additional Contract with the lowest Contract Rate has a Contract
Rate of 7.000% and the Additional Contract with the highest Contract Rate has a
Contract Rate of 14.250%.
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<PAGE>
Section 3.03 Representations and Warranties Regarding the Contracts in
---------------------------------------------------------
the Aggregate.
- -------------
The Contract Seller represents and warrants that as of the Closing Date:
(a) Amounts. The aggregate principal amounts payable by Obligors
-------
under the Contracts as of the Cut-Off Date (including scheduled principal
payments due on or after the Cut-Off Date but paid prior to the Cut-Off Date)
equal or exceed the Cut-Off Date Pool Principal Balance. As of the Cut-Off Date,
$82,631.89 of the aggregate principal amount of the Initial Contracts and none
of the Additional Contracts were originated and funded by Bank of America, FSB
and $90,942.31 of the aggregate principal amount of the Initial Contracts and
none of the Additional Contracts were originated and partially funded by Bank of
America, FSB prior to September 30, 1998 and were fully funded by the Contract
Seller subsequent to such date.
(b) Characteristics. The Contracts have the following
---------------
characteristics as of the Cut-Off Date: (i) Contracts representing approximately
83.1% and 86.4% of the Initial Contracts and Contracts, respectively, by
remaining principal balance are attributable to loans for purchases of new
Manufactured Homes, and approximately 16.9% and 13.6% of the Initial Contracts
and Additional Contracts, respectively, are attributable to loans for purchases
of used Manufactured Homes; (ii) not more than approximately 10.57% of the
Initial Contracts by remaining principal balance as of the Cut-Off Date are
secured by Manufactured Homes located in any one state, not more than 1.00% of
the Contracts by remaining principal balance are secured by Manufactured Homes
located in an area with the same zip code, not more than 1.00% of the Contracts
by remaining principal balance are secured by Manufactured Homes located in the
same manufactured housing park; (iii) no Contract has a remaining maturity of
more than 360 months; (iv) no Contract was originated before May 27, 1998; (v)
the final scheduled payment date on the Contract with the latest maturity is in
December, 2029; (vi) approximately $122,138,108.51 of the aggregate of the
principal balances are Initial Contracts and approximately $17,859,567.18 of the
aggregate of the principal balances are Additional Contracts; and (vii)
approximately 91% by aggregate of the principal balances of the Initial
Contracts as of the Cut-Off Date have an Index based upon Twelve-Month LIBOR.
(c) Computer Tape. The Computer Tape made available by the
-------------
Servicer as of the close of business on December 15, 1999 was accurate as of its
date and includes a description of the same Contracts that are described in the
Contract Schedule.
(d) Marking Records. Within 7 days following the Closing Date, the
---------------
Contract Seller will have caused the portions of the electronic master record of
its manufactured housing installment sales contracts and installment loan
agreements relating to the Contracts sold by it as of the Closing Date to be
clearly and unambiguously marked to indicate that such Contracts constitute part
of the Trust Fund and are owned by the Trust Fund in accordance with the terms
of the trust created hereunder.
(e) No Adverse Selection. Except to ensure compliance with the
--------------------
representations and warranties made in Sections 3.02 and 3.03, no selection
procedures have been intentionally employed to achieve an adverse effect on the
interests of the Certificateholders or the Insurer in selecting the Contracts.
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<PAGE>
Section 3.04 Representations and Warranties Regarding the Contracts.
------------------------------------------------------
The Contract Seller represents and warrants that:
(a) Possession. Immediately prior to the Closing Date, the
----------
Servicer will have possession of each original Initial Contract and Additional
Contract and the related Contract File or Land Home Contract File, as applicable
(except for any certificate of title that has not yet been returned from the
appropriate public recording office). There are and there will be no custodial
agreements in effect materially and adversely affecting the right of the
Contract Seller to make, or to cause to be made, any delivery required
hereunder.
(b) Bulk Transfer Laws. The transfer, assignment and conveyance of
------------------
the Contracts, the Contract Files and the Land Home Contract Files by related
Contract Seller to the Trust Fund as contemplated by this Agreement are not
subject to the bulk transfer or any similar statutory provisions in effect in
any applicable jurisdiction.
Section 3.05 Repurchases of Contracts or Substitution of Contracts for
---------------------------------------------------------
Breach of Representations and Warranties.
- ----------------------------------------
(a) The Contract Seller shall either (i) repurchase a Contract sold
by it to the Trust Fund at such Contract's Repurchase Price, or (ii) if the
Contract Seller is able to satisfy the conditions of Section 3.05(b), remove
such Contract from the Trust Fund and substitute therefor an Eligible Substitute
Contract in accordance with and subject to the limitations of Section 3.05(b),
in each case within 90 days after the Contract Seller becomes aware, or receives
written notice from the Servicer or the Trustee, of a breach of a representation
or warranty of the Contract Seller set forth in Section 3.02 or 3.03 of this
Agreement that materially adversely affects the Trust Fund's interest in such
Contract, unless such breach has been cured; provided, however, that with
-------- -------
respect to any Contract incorrectly described on the Contract Schedule with
respect to remaining principal balance, which the Contract Seller would
otherwise be required to repurchase pursuant to this Section 3.05, the Contract
Seller may, in lieu of repurchasing such Contract, deposit in the Certificate
Account not later than one Business Day after such Determination Date cash in an
amount sufficient to cure such deficiency or discrepancy; and further provided,
------- --------
that with respect to a breach of a representation or warranty relating to the
Contracts in the aggregate and not to any particular Contract, the Contract
Seller may select Contracts to repurchase or substitute for such that, had such
Contracts not been included as part of the Contract Pool and after giving effect
to such substitution, if any, there would have been no breach of such
representation or warranty; and further provided, that in connection with any
------- --------
Contract that the Contract Seller is required to repurchase or substitute due to
a breach of representation or warranty set forth in Section 3.03, the Contract
Seller shall at its own expense deliver to the Trustee an opinion of counsel to
the effect that the repurchase of such Contract will not cause the Trust Fund to
fail to qualify as a REMIC at any time any Certificate is outstanding under then
applicable REMIC Provisions, be deemed a contribution to the Trust Fund after
the Startup Day or cause any "prohibited transaction," in each case, that will
result in the imposition of a tax under the applicable REMIC Provisions. It is
understood and agreed that the obligation of the Contract Seller to repurchase
or substitute for any Contract sold by it as to which a breach of a
representation or warranty set forth in Section 3.02 or 3.03 of this Agreement
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the
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<PAGE>
Certificateholders, the Trust Fund or the Trustee; provided, however, that the
-------- -------
Contract Seller shall defend and indemnify the Trustee, the Certificate
Administrator, the Trust Fund and the Certificateholders against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel, which may be asserted against or suffered by any of them as
a result of third-party claims arising out of any breach of a representation or
warranty set forth in Section 3.02(c), (d), (g), (h) or (w) of this Agreement.
Notwithstanding any other provision of this Agreement, the obligation of the
Contract Seller under this Section 3.05 shall not terminate upon an Event of
Default.
Notwithstanding any other provision of this Agreement to the contrary,
any amount received on or recovered with respect to repurchased Contracts or
Replaced Contracts during or after the month of repurchase shall be the property
of the Contract Seller and need not be deposited in the Certificate Account.
Notwithstanding the foregoing, the Contract Seller shall not deposit
cash into the Certificate Account pursuant to this Section 3.05 after the three-
month period beginning on the Closing Date unless it shall first have obtained
an Opinion of Counsel to the effect that such deposit will not give rise to any
tax under Section 86OF(a) (1) of the Code or Section 86OG(d) of the Code. Any
such deposit shall not be invested.
The Trustee shall have no obligation to pay any taxes pursuant to this
Section 3.05, other than from moneys provided to it by the Contract Seller or
from moneys held therefor pursuant to Section 4.17. The Trustee shall be deemed
conclusively to have complied with this Section 3.05 if it follows the
directions of the Contract Seller required to be provided in the preceding
paragraph. Upon the repurchase of any Contract by the Contract Seller, the
Trustee shall delete such Contract from the Contract Schedule.
For reasons of administrative convenience in servicing of the
Contracts, notwithstanding the above provisions of this Section 3.05(a), the
Contract Seller shall not be required to repurchase or substitute for any
Contract relating to a Manufactured Home located in any jurisdiction on account
of a breach of the representation or warranty contained in Section 3.02(j) or
(u) of this Agreement solely on the basis of failure by the Contract Seller to
cause notations to be made on any document of title relating to any such
Manufactured Home or to execute any transfer instrument (including any UCC-3
assignments) relating to any such Manufactured Home (other than a notation or a
transfer instrument necessary to show the Contract Seller as lienholder or legal
title holder) unless (i) a court of competent jurisdiction has adjudged that,
because of such failure, the Trustee does not have a perfected first-priority
security interest in such related Manufactured Home, or (ii) (A) the Servicer
has received written advice of counsel to the effect that a court of competent
jurisdiction has held that, solely because of a substantially similar failure on
the part of a pledgor or assignor of manufactured housing contracts (who has
perfected the assignment or pledge of such contracts), a perfected first-
priority security interest was not created in favor of the pledgee or assignee
(as the case may be) in a related manufactured home which is located in such
jurisdiction and which is subject to the same laws regarding the perfection of
security interests therein as apply to Manufactured Homes located in such
jurisdiction, and (B) the Servicer shall not have completed all appropriate
remedial action with respect to such Manufactured Home within 90 days after
receipt of such written advice. Any such advice shall be from counsel selected
by the Servicer on a
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<PAGE>
nondiscriminatory basis from among the counsel used by the Servicer in its
general business in the jurisdiction in question. The Servicer shall have no
obligation on an ongoing basis to seek any advice with respect to the matters
described in clause (ii) above. However, the Servicer shall seek advice with
respect to such matters whenever information comes to the attention of its
general counsel which causes such general counsel to determine that a holding of
the type described in clause (ii)(A) might exist. If any counsel selected by the
Servicer informs the Servicer that no holding of the type described in clause
(ii)(A) exists, such advice shall be conclusive and binding on the parties with
respect to the applicable date and jurisdiction.
(b) On or prior to the date that is the second anniversary of the
Closing Date, the Contract Seller, at its election, may substitute a Contract
for any Contract that it is otherwise obligated to repurchase pursuant to
Section 3.05(a) (such Contract being referred to as the "Replaced Contract")
upon satisfaction of the following conditions:
(i) the Contract to be substituted for the Replaced Contract
is an Eligible Substitute Contract and the Contract Seller delivers an Officer's
Certificate, substantially in the form of Exhibit E, to the Trustee certifying
---------
that such Contract is an Eligible Substitute Contract, describing in reasonable
detail how such Contract satisfies the definition of the term "Eligible
Substitute Contract" (as to satisfaction of representations and warranties, such
description shall be that such Contract satisfies such representations and
warranties) and certifying that the Contract File or the Land Home Contract
File, as applicable, for such Contract is in the possession of the Servicer;
(ii) the Contract Seller shall have delivered to the Trustee
evidence of filing with the appropriate office in California of a UCC-1
financing statement executed by the Contract Seller as debtor and naming the
Trustee as secured party and listing such Contract as collateral;
(iii) the Contract Seller shall have delivered to the Trustee an
Opinion of Counsel (a) to the effect that the substitution of such Contract for
such Replaced Contract will not cause the Trust Fund to fail to qualify as a
REMIC at any time any Certificate is outstanding under then applicable REMIC
Provisions, be deemed a contribution to the Trust Fund after the Startup Day or
cause any "prohibited transaction," in each case, that will result in the
imposition of a tax under the applicable REMIC Provisions, and (b) to the effect
that, except as to Contracts that are Land Home Contracts, no filing or other
action other than the filing of financing statements on Form UCC-1 with the
Secretary of State of the State of California, naming the Contract Seller as
debtor and the Trustee as secured party as required by Section 3.05(a) of this
Agreement and the filing of continuation statements as required by Section
2.02(a) is necessary to perfect as against third parties the conveyance of the
substitute Contract by the Contract Seller to the Trustee; and
(iv) if the Scheduled Principal Balance of such Replaced
Contract is greater than the Scheduled Principal Balance of such Contract, the
Contract Seller shall have deposited in the Certificate Account the amount of
such excess (which amount shall be deemed a Principal Prepayment on such
Contract) and shall have included in the Officer's Certificate required by
clause (i) above a certification that such deposit has been made.
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<PAGE>
Upon satisfaction of such conditions, the Trustee shall add such
Contract to, and delete such Replaced Contract from, the Contract Schedule (or
cause such addition and deletion to be accomplished). Such substitution shall
be effected prior to the first Determination Date that occurs more than 90 days
after the Contract Seller becomes aware or receives written notice from the
Servicer or the Trustee, of the breach referred to in Section 3.05(a).
(c) Promptly after the repurchase referred to in Section 3.05(a) or
the substitution referred to in Section 3.05(b), the Trustee shall execute such
documents as are presented to it by the Contract Seller and are reasonably
necessary to reconvey the repurchased Contract or Replaced Contract, as the case
may be, to the Contract Seller.
(d) Notwithstanding anything in this Section 3.05 to the contrary, in
the event any Opinion of Counsel referred to in this Section 3.05 indicates that
a repurchase or substitution, as the case may be, of a Contract will result in
the imposition of a tax under the applicable REMIC Provisions with respect to
"prohibited transactions," or deemed a contribution to the REMIC after the
"start-up day," the Contract Seller shall not be required to repurchase or
substitute the Contract to which such Opinion of Counsel relates unless and
until the Servicer has determined there is an actual or imminent default with
respect thereto or that the defect or breach giving rise to the repurchase or
substitution obligation adversely affects the enforceability of such Contract.
Section 3.06 General.
-------
(a) It is understood and agreed that the representations and
warranties in this Article III hereof shall remain operative and in full force
and effect, shall survive the transfer and conveyance of the Contracts by the
Contract Seller to the Trustee and shall inure to the benefit of the Trustee.
(b) Any cause of action against the Contract Seller relating to or
arising out of the breach of any of its representations and warranties made in
this Article III shall accrue as to any Contract upon (i) discovery of such
breach by the Contract Seller or notice thereof by the Trustee or Servicer to
the Contract Seller, (ii) failure by the Contract Seller to cure such breach,
and (iii) demand upon the Contract Seller by the Trustee for all amounts payable
in respect of such Contract under this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF CONTRACTS
Section 4.01 Responsibility for Contract Administration and Servicing.
--------------------------------------------------------
GreenPoint hereby agrees to act as Servicer under this Agreement. The
Certificateholders by their acceptance of the Certificates consent to GreenPoint
acting as Servicer. The Servicer shall service and administer the Contracts
and, subject to the terms of this Agreement, shall have full power and authority
to do any and all things which it may deem necessary or desirable in connection
with such servicing and administration. Subject to Section 4.02, without
limiting the generality of the foregoing, the Servicer hereby is authorized and
empowered, when the Servicer believes it appropriate in its best judgment, to
execute and
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<PAGE>
deliver, on behalf of the Certificateholders and the Trust Fund or any of them,
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Contracts, with respect to the Manufactured Homes and with respect to the
Mortgaged Property. The Trustee shall furnish the Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Servicer to
service and administer the Contracts. The relationship of the Servicer (and of
any successor to the Servicer as Servicer under this Agreement) to the Trustee
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent of the Trustee.
Section 4.02 Standard of Care.
----------------
In managing, administering, servicing and making collections on the
Contracts pursuant to this Agreement, the Servicer will, consistent with the
terms of this Agreement and applicable law, act with reasonable care, using that
degree of skill and care that it exercises with respect to similar manufactured
housing contracts owned and/or serviced by it, but in no event using a degree of
skill and care that is lower than that used generally in the servicing industry
for such manufactured housing contracts; provided, however, that notwithstanding
-------- -------
the foregoing, the Servicer shall not release or waive the right to collect the
unpaid balance on any Contract except if default or foreclosure on such Contract
has occurred or in the reasonable judgment of the Servicer is imminent and such
waiver or release is in the best interest of the Trust, in the reasonable
judgement of the Servicer. Notwithstanding anything to the contrary contained
in this Agreement, no provision of this Agreement shall be construed so as to
require the Servicer to take any action or fail to take any action in respect of
a Contract which action or failure violates applicable law.
Section 4.03 Records.
-------
The Servicer, during the period it is Servicer hereunder, shall maintain
such books of account and other records as will enable the Trustee (if the
Trustee so elects in its discretion) to determine the status of each Contract.
Without limiting the generality of the preceding sentence, the Servicer shall
keep such records in respect of Liquidation Expenses as will enable the Trustee
(if the Trustee so elects in its discretion) to determine that the correct
amount of Net Liquidation Proceeds in respect of a Liquidated Contract has been
deposited in the Certificate Account.
Section 4.04 Inspection.
----------
(a) At all times during the term hereof, the Servicer shall afford
the Trustee and its authorized agents reasonable access during normal business
hours to the Servicer's records relating to the Contracts and will cause its
personnel to assist in any examination of such records by the Trustee or any of
its authorized agents. The examination referred to in this Section 4.04 will be
conducted in a manner which does not interfere unreasonably with the Servicer's
normal operations or customer or employee relations. Without otherwise limiting
the scope of the examination which the Trustee may make, the Trustee or its
authorized agents, using generally accepted audit procedures, may in their
discretion verify the status of each Contract and review the records relating
thereto for conformity to Monthly Reports prepared
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pursuant to Article V and compliance with the standards represented to exist as
to each Contract in this Agreement.
(b) At all times during the term hereof, the Servicer shall keep
available a copy of the Contract Schedule at its principal executive office for
inspection by Certificate Owners.
Section 4.05 Establishment of and Deposits in Certificate Account.
----------------------------------------------------
On or before the Closing Date, the Trustee shall have established, and
thereafter shall maintain, a Certificate Account, which is an Eligible Account,
in the form of a segregated trust account titled "GreenPoint Manufactured
Housing Contract Trust, Pass-Through Certificates, Series 1999-6, Certificate
Account in trust for the Trustee as trustee for the benefit of the Class A
Certificateholders." As of the Closing Date, the Certificate Account shall be a
segregated trust account established at Bank One, National Association and shall
be invested in the Trustee's One Group Institutional Prime Money Market Fund (as
long as such fund is an Eligible Investment) or other similar Eligible
Investment selected by the Trustee. Eligible Investments shall mature or, in
the case of a money market fund, be redeemed not later than the Business Day
immediately preceding the Distribution Date next following the date of such
investment (except that, if such Eligible Investment is an obligation of the
institution that maintains the Certificate Account, then such Eligible
Investments shall mature or, in the case of a money market fund, be redeemed not
later than such Distribution Date), and shall not be sold or disposed of prior
to its maturity. All such Eligible Investments shall be made in the name of the
Trustee, as trustee for the benefit of the Certificateholders. Without limiting
the generality of the foregoing, the Trustee shall select obligations for the
investment of the Certificate Account from among the investments specified in
clauses (a) and (b) of the definition of "Eligible Investments." The Trustee
shall select such Eligible Investments, which shall mature as provided above, in
such manner as to achieve the following objectives in the order stated: (1)
preservation of principal values; and (2) maximization of income.
All net income and gain realized from any such investments, to the extent
provided by this Agreement, shall be added to the Certificate Account.
The Servicer shall deposit in the Certificate Account as promptly as
practicable (but not later than the close of business of the second Business
Day) following receipt thereof:
(a) All amounts received from Obligors with respect to principal of
and interest on the Contracts (including Excess Contract Payments);
(b) All Net Liquidation Proceeds;
(c) All amounts required to be deposited by the Contract Seller
pursuant to Sections 3.05(a) and (b) and;
(d) All Monthly Advances pursuant to Section 5.01;
(e) Any proceeds of Hazard Insurance Policies pursuant to Section
4.11 and any amounts in respect of indemnification pursuant to Section 7.03;
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(f) All amounts required to be withdrawn from an REO Account and
deposited in the Certificate Account in accordance with Section 4.17; and
(g) All Deficiency Amounts.
The Trustee shall cause the Insurer to deposit in the Certificate Account
all Enhancement Payments pursuant to Section 5.08.
Section 4.06 Payment of Taxes.
----------------
If the Servicer becomes aware of the nonpayment by an Obligor of a real or
personal property tax or other tax or charge which may result in a lien upon a
Manufactured Home or Mortgaged Property prior to, or equal to or coordinate
with, the lien of the related Contract, the Servicer, consistent with Section
4.02, shall take action, including the payment of such taxes or charges to avoid
the attachment of any such lien. If the Servicer shall have paid any such real
or personal property tax or other tax or charge directly on behalf of an
Obligor, the Servicer shall seek reimbursement therefor only from the related
Obligor (except as provided in the last sentence of this Section 4.06) and may
separately add such amount to the Obligor's obligation as provided by the
Contract, but, for the purposes of this Agreement, may not add such amount to
the remaining principal balance of the Contract. If the Servicer shall have
repossessed a Manufactured Home or Mortgaged Property on behalf of the
Certificateholders and the Trustee, the Servicer shall pay the amount of any
such tax or charge arising during the time such Manufactured Home is in the
Servicer's possession or title to the Mortgaged Property is in the name of the
Servicer (or any Person acting on behalf of the Servicer), unless the Servicer
is contesting in good faith such tax or charge or the validity of the claimed
lien on such Manufactured Home or Mortgaged Property. If the Obligor does not
reimburse the Servicer for payment of such taxes or charges pursuant to this
Section 4.06 and the related Contract is liquidated after a default, the
Servicer shall be reimbursed for its payment of such taxes or charges out of the
related Liquidation Proceeds.
Section 4.07 Enforcement.
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(a) The Servicer, consistent with Section 4.02, shall act with
respect to the Contracts in such manner as will maximize the receipt of
principal and interest on such Contracts.
(b) The Servicer shall sue to enforce or collect upon Contracts and,
where permitted by applicable law, may, in its sole judgment, sue to collect any
Deficiency at its own expense, in its own name, if possible, or as agent for the
Trustee in its own name, if possible, or as agent for the Trust Fund. If the
Servicer elects to commence a legal proceeding to enforce a Contract, the act of
commencement shall be deemed to be an automatic assignment of the Contract to
the Servicer for purposes of collection only. If, however, in any enforcement
suit or legal proceeding it is held that the Servicer may not enforce a Contract
on the ground that it is not a real party in interest or a holder entitled to
enforce the Contract, the Trustee on behalf of the Certificateholders shall, at
the Servicer's expense, take such steps as the Servicer deems necessary to
enforce the Contract, including bringing suit in its name or the names of the
Certificateholders. If there has been a recovery of attorneys' fees in favor of
the Servicer or the
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Trust Fund in an action involving the enforcement of a Contract, the Servicer
shall be reimbursed out of such recovery for its out-of-pocket attorney's fees
and expenses incurred in such enforcement action.
(c) The Servicer shall exercise any rights of recourse against third
persons that exist with respect to any Contract in accordance with Section 4.02.
In exercising recourse rights, the Servicer is authorized on the Trustee's
behalf to reassign the Contract or to resell the related Manufactured Home and,
if applicable, the Mortgaged Property, to the Person against whom recourse
exists at the price set forth in the document creating the recourse.
(d) The Servicer may grant to the Obligor on any Contract any rebate,
refund or adjustment out of the Certificate Account that is required because of
an overpayment in connection with the partial prepayment or prepayment in full
of the Contract or otherwise. The Servicer may rescind, cancel or make material
modifications of the terms of any Contract (including modifying the amounts and
due dates of scheduled monthly payments); provided that, unless required by
--------
applicable law or to bring Contracts into conformity with the representations
and warranties contained in Article III, the Servicer will not permit any
rescission or cancellation of any Contract or any material modification of a
Contract other than in connection with a default or an imminent default on such
Contract unless the Servicer obtains an Opinion of Counsel to the effect that
such modification will not cause the Trust Fund to fail to qualify as a REMIC or
result in the imposition of taxes on the Trust Fund under the REMIC Provisions.
Notwithstanding the foregoing, the Servicer may, without an Opinion of Counsel,
make a one-time modification to the Contract Rate with respect to any Contract
by an amount equal to the lesser of (i) 5% of such Contract Rate and (ii) 0.50%
provided, however, that the aggregate Scheduled Principal Balance of the
Contracts so modified shall in no event exceed 10% of the Cut-Off Date Pool
Principal Balance.
Section 4.08 Transfer of Certificate Account.
-------------------------------
The Trustee may transfer the Certificate Account to a different depository
institution from time to time, so long as the Certificate Account remains an
Eligible Account. The Trustee shall give notice of any transfer of the
Certificate Account to each Rating Agency prior to such transfer.
Section 4.09 Maintenance of Hazard Insurance Policies.
----------------------------------------
(a) Except as otherwise provided in subsection (b) of this Section
4.09, the Servicer shall cause to be maintained with respect to each Contract
one or more Hazard Insurance Policies which provide, at a minimum, the same
coverage as a standard form fire and extended coverage insurance policy that is
customary for manufactured housing, issued by a company authorized to issue such
policies in the state in which the Manufactured Home is located, and in an
amount which is not less than the maximum insurable value of such Manufactured
Home or the principal balance of the related Contract, whichever is less;
provided that such Hazard Insurance Policies may provide for customary
- --------
deductible amounts, and further provided that the amount of coverage provided by
----------------
each Hazard Insurance Policy shall be sufficient to avoid the application of any
co-insurance clause contained therein. If a Manufactured Home is located within
a federally designated special flood hazard area, the
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Servicer shall, to the extent required by applicable law or regulation, also
cause flood insurance to be maintained, which coverage shall be at least equal
to the minimum amount specified in the preceding sentence or such lesser amount
as may be available under the federal flood insurance program. Each Hazard
Insurance Policy caused to be maintained by the Servicer shall contain a
standard loss payee clause in favor of the Servicer and its successors and
assigns. If any Obligor is in default in the payment of premiums on its Hazard
Insurance Policy or Policies, the Servicer shall pay such premiums out of its
own funds, and may add separately such premium to the Obligor's obligation as
provided by the Contract, but may not add such premium to the remaining
principal balance of the Contract for purposes of this Agreement. If the Obligor
does not reimburse the Servicer for payment of such premiums and the related
Contract is liquidated after a default, the Servicer shall be reimbursed for its
payment of such premiums out of the related Liquidation Proceeds.
(b) The Servicer may, in lieu of causing individual Hazard Insurance
Policies to be maintained with respect to each Manufactured Home pursuant to
subsection (a) of this Section 4.09, and shall, to the extent that the related
Contract does not require the Obligor to maintain a Hazard Insurance Policy with
respect to the related Manufactured Home, maintain one or more blanket insurance
policies covering losses as provided in subsection (a) of this Section 4.09
resulting from the absence or insufficiency of individual Hazard Insurance
Policies. Any such blanket policy shall be substantially in the form that is the
industry standard for blanket insurance policies issued to cover Manufactured
Homes and in the amount sufficient to cover all losses on the Contracts. The
Servicer shall pay, out of its own funds, the premium for such policy on the
basis described therein and shall deposit in the Certificate Account, on the
Business Day next preceding the Determination Date following the Collection
Period in which the insurance proceeds from claims in respect of any Contracts
under such blanket policy are or should have been received, the deductible
amount with respect to such claims. The Servicer shall not, however, be required
to deposit any deductible amount with respect to claims under individual Hazard
Insurance Policies maintained pursuant to subsection (a) of this Section 4.09.
(c) If the Servicer shall have repossessed a Manufactured Home on
behalf of the Trustee, the Servicer shall either (i) maintain at its expense a
Hazard Insurance Policy with respect to such Manufactured Home, except that the
Servicer shall be responsible for depositing any deductible amount with respect
to all claims under individual Hazard Insurance Policies, or (ii) indemnify the
Trust Fund against any damage to such Manufactured Home prior to resale or other
disposition that would have been covered by such Hazard Insurance Policy.
(d) Any cost incurred by the Servicer in maintaining any of the
foregoing insurance, for the purpose of calculating monthly distributions to
Certificateholders, shall not be added to the amount owing under the Contract,
notwithstanding that the terms of the Contract so permit. The Servicer shall not
be entitled to reimbursement from the Contract Seller, the Trustee or the
Certificateholders for such costs. Such costs (other than the cost of the
blanket policy) shall only be recovered out of later payments by the Obligor for
such premiums or, if the related Contract is liquidated after a default, out of
the related Liquidation Proceeds.
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Section 4.10 Fidelity Bond and Errors and Omissions Insurance.
------------------------------------------------
The Servicer shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies acceptable to FNMA and FHLMC, on all officers, employees
or other persons acting in any capacity with regard to the Contracts to handle
funds, money, documents and papers relating to the Contracts. Any such fidelity
bond and errors and omissions insurance shall protect and insure the Servicer
against losses, including forgery, theft, embezzlement, fraud, errors and
omissions and negligent acts of such persons. No provision of this Section 4.10
requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be in an amount as is customary for servicers that service a portfolio of
manufactured housing installment sales contracts of $100 million or more and
that are generally acceptable as servicers to institutional investors. On or
before April 1 of every year, the Servicer shall cause to be delivered to the
Trustee a certified true copy of such fidelity bond and insurance policy and a
statement from the surety and the insurer that such fidelity bond or insurance
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trustee.
Section 4.11 Collections under Hazard Insurance Policies, Consent to
-------------------------------------------------------
Transfers of Manufactured Homes, Assumption Agreements.
- ------------------------------------------------------
(a) In connection with its activities as administrator and Servicer
of the Contracts, the Servicer agrees to present, on behalf of itself, the
Trustee and the Certificateholders, claims to the insurer under any Hazard
Insurance Policies and, in this regard, to take such reasonable action as shall
be necessary to permit recovery under any Hazard Insurance Policies or any
blanket policies obtained pursuant to Section 4.09(b). Any amounts collected by
the Servicer under any such Hazard Insurance Policies shall be deposited in the
Certificate Account pursuant to Section 4.05, except to the extent they are
applied to the restoration of the related Manufactured Home or released to the
related Obligor in accordance with the normal servicing procedures of the
Servicer.
(b) In connection with any transfer of ownership of a Manufactured
Home by an Obligor to a Person, the Servicer shall consent to any such transfer
and permit the assumption by such Person of the Contract related to such
Manufactured Home, provided that (i) such Person, in the judgment of the
--------
Servicer, meets the Servicer's underwriting standards then in effect, (ii) such
Person enters into an assumption agreement, (iii) the Servicer determines that
permitting such assumption by such Person will not materially increase the risk
of nonpayment of such Contract and (iv) such action will not adversely affect or
jeopardize any coverage under any insurance policy required by this Agreement.
In the event the Servicer determines that the conditions of the proviso of the
preceding sentence have not been fulfilled, then the Servicer shall withhold its
consent to any such transfer, but only to the extent permitted under the
Contract and applicable law and governmental regulations and only to the extent
that such action will not adversely affect or jeopardize any coverage under any
insurance policy required by this Agreement. In connection with any such
assumption, the rate of interest borne by, and all other material terms of, the
related Contract shall not be changed.
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(c) In any case in which a Manufactured Home or Mortgaged Property is
to be conveyed to a Person by an Obligor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Contract in
accordance with Section 4.11(b) or Section 4.07(d), upon the closing of such
conveyance, the Servicer shall cause the originals of the assumption agreement,
the release (if any), or the modification or supplement to the Contract to be
deposited with the Contract File or the Land Home Contract File, as applicable,
for such Contract. Any fee collected by the Servicer for entering into an
assumption or substitution of liability agreement with respect to such Contract
will be retained by the Servicer as additional servicing compensation.
Section 4.12 Realization upon Defaulted Contracts.
------------------------------------
Subject to applicable law, the Servicer shall repossess, foreclose upon or
otherwise comparably convert the ownership of Manufactured Homes and Mortgaged
Property securing all Contracts that come into default and which the Servicer
believes in its good faith business judgment will not be brought current.
Subject to Section 4.17, the Servicer shall manage, conserve and protect such
Manufactured Homes and Mortgaged Property for the purposes of their prompt
disposition and sale, and shall dispose of such Manufactured Homes and Mortgaged
Property on such terms and conditions as it deems in the best interests of the
Certificateholders. If the Servicer has actual knowledge that a Mortgaged
Property is affected by hazardous waste, then the Servicer shall not cause the
Trust Fund to acquire title to such Mortgaged Property in a foreclosure or
similar proceeding. For purposes of the preceding sentence, the Servicer shall
not be deemed to have actual knowledge that a Mortgaged Property is affected by
hazardous waste unless it shall have received written notice that hazardous
waste is present on such property and such written notice has been made a part
of the Land Home Contract File with respect to the related Contract. In
connection with such activities, the Servicer shall follow such practices and
procedures as are consistent with Section 4.02.
Section 4.13 Costs and Expenses.
------------------
Except as otherwise expressly provided herein, all costs and expenses
incurred by the Servicer in carrying out its duties under this Agreement,
including all fees and expenses incurred in connection with the enforcement of
Contracts (including enforcement of defaulted Contracts and repossessions of
Manufactured Homes and Mortgaged Property securing such Contracts), shall be
paid by the Servicer, and the Servicer shall not be entitled to reimbursement
hereunder, except to the extent such reimbursement is specifically provided for
in this Agreement. Notwithstanding the foregoing, the Servicer shall be
reimbursed out of the Liquidation Proceeds of a defaulted Contract for
Liquidation Expenses incurred by it in realizing upon the related Manufactured
Home and Mortgaged Property, including, but not limited to: (i) costs of
refurbishing and securing such Manufactured Home; (ii) transportation expenses
incurred in moving the Manufactured Home; (iii) reasonable legal fees and
expenses of outside counsel; and (iv) sales commissions paid to Persons that are
not Affiliates of the Servicer. The Servicer shall not incur any Liquidation
Expenses unless it determines in its good faith business judgment that incurring
such expenses will increase the Net Liquidation Proceeds from such Manufactured
Home and Mortgaged Property.
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Section 4.14 Trustee to Cooperate.
--------------------
(a) Upon payment in full of any Contract, the Servicer will notify
the Trustee on the next Distribution Date by a certificate of a Servicing
Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 4.05
have been deposited). The Servicer is authorized to execute an instrument in
satisfaction of such Contract and to do such other acts and execute such other
documents as the Servicer deems necessary to discharge the Obligor thereunder
and eliminate the security interest in the Manufactured Home. The Servicer shall
determine when a Contract has been paid in full. To the extent insufficient
payments are received on a Contract mistakenly determined by the Servicer to be
prepaid or paid in full and satisfied, the shortfall shall be paid by the
Servicer out of its own funds by deposit into the Certificate Account.
(b) From time to time as appropriate for servicing and foreclosure in
connection with any Land Home Contract, the Trustee shall, upon written request
of a Servicing Officer and delivery to the Trustee of a receipt signed by such
Servicing Officer, cause the original Land Home Contract and the related Land
Home Contract File to be released to the Servicer and shall execute such
documents as the Servicer shall deem necessary to the prosecution of any such
proceedings. The Trustee shall stamp the face of each such Land Home Contract to
be released to the Servicer with a notation that the Land Home Contract has been
assigned to the Trustee.
(c) The Servicer's receipt of a Land Home Contract and/or Land Home
Contract File shall obligate the Servicer to return the original Land Home
Contract and the related Land Home Contract File to the Trustee, or any person
acting on behalf of the Trustee, when its need by the Servicer has ceased unless
the Contract shall be liquidated, repurchased or replaced as described in
Section 3.05.
(d) Upon request of a Servicing Officer, the Trustee shall, at the
expense of the Servicer, perform such acts as are reasonably requested by the
Servicer (including the execution of documents) and otherwise cooperate with the
Servicer in the enforcement of rights and remedies with respect to Contracts.
Section 4.15 Servicing and Other Compensation.
--------------------------------
The Servicer, as compensation for its activities hereunder including the
payment of fees and expenses of the Trustee, the Certificate Administrator and
the Paying Agent pursuant to Section 9.05, shall be entitled to receive on each
Distribution Date the Monthly Servicing Fee and Repossession Profits pursuant to
Section 5.03.
Additional servicing compensation in the form of Servicer Deficiency
Amounts, Late Payment Fees or Extension Fees and any transfer of equity or
assumption fees shall be retained by the Servicer. The Servicer shall not be
reimbursed for its costs and expenses in servicing the Contracts except as
otherwise expressly provided herein.
No transfer, sale, pledge or other disposition of the Servicer's right to
receive all or any portion of the Monthly Servicing Fee shall be made, and any
such attempted transfer, sale,
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pledge or other disposition shall be void, unless such transfer is made to a
successor Servicer in connection with the assumption by such successor Servicer
of the duties hereunder pursuant to Section 7.07 and all (and not a portion) of
the Monthly Servicing Fee is transferred to such successor Servicer.
Section 4.16 Custody of Contracts.
--------------------
(a) Subject to the terms and conditions of this Section 4.16, the
Servicer agrees to act as custodian of the Contract Files (other than the Land
Home Contract Files) for the benefit of the Certificateholders and the Trust
Fund. The Certificateholders by their acceptance of the Certificates, consent to
the Servicer acting as custodian, and the Servicer agrees to maintain the
Contract Files (other than the Land Home Contract Files) as custodian therefor.
(b) The Servicer agrees to maintain the related Contract Files (other
than the Land Home Contract Files) at its offices where they are presently
maintained, or at such other offices of the Servicer in the State of California
as shall from time to time be identified to the Trustee by ten days' prior
written notice. The Servicer may temporarily move individual Contract Files,
Land Home Contract Files or, in each case, any portion thereof without notice as
necessary to conduct collection and other servicing activities in accordance
with its customary practices and procedures.
(c) As custodian, the Servicer shall have and perform the following
powers and duties:
(i) hold the Contract Files (other than the Land Home Contract
Files) on behalf of the Certificateholders and the Trustee, maintain accurate
records pertaining to each Contract to enable it to comply with the terms and
conditions of this Agreement, maintain a current inventory thereof and conduct
annual physical inspections of Contract Files held by it under this Agreement;
(ii) implement policies and procedures in writing and signed by
a Servicing Officer, with respect to persons authorized to have access to the
Contract Files on the Servicer's premises and the receipting for Contract Files
taken from their storage area by an employee of the Servicer for purposes of
servicing or any other purposes; and
(iii) attend to all details in connection with maintaining
custody of the Contract Files on behalf of the Certificateholders and the
Trustee.
(d) In performing its duties under this Section 4.16, the Servicer
agrees to act in accordance with the standard of care set forth in Section 4.02.
The Servicer shall promptly report to the Trustee any failure by it to hold the
Contract Files as herein provided, and shall promptly take appropriate action to
remedy any such failure. In acting as custodian of the Contract Files, the
Servicer further agrees not to assert any beneficial ownership interests in the
Contracts, or the Contract Files. The Servicer agrees to indemnify the
Certificateholders and the Trustee for any and all liabilities, obligations,
losses, damages, payments, costs or expenses of any kind whatsoever which may be
imposed on, incurred or asserted against the Certificateholders and the Trustee
as the result of any act or omission by the Servicer relating to the maintenance
and custody of the Contract Files; provided, however, that the Servicer will not
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be liable for any portion of any such amount resulting from the negligence or
willful misconduct of any other Person.
(e) Not later than 60 days from the Closing Date, the Contract Seller
shall deliver, or cause to be delivered, to the Trustee the following:
(i) the Land Home Contract Files;
(ii) the original Land Home Contracts endorsed as provided in
Section 3.02(x) (which endorsement may be manual or facsimile signature) on
behalf of the Contract Seller; and
(iii) Assignments from the Contract Seller to the Trustee, which
Assignments shall be in form and substance for recording, but shall not be
recorded except as required by Section 4.22 below;
Notwithstanding anything to the contrary contained in this Section 4.16(e), in
those instances where the public recording office retains the original Mortgage,
the Assignment of the Mortgage or the intervening Assignments of the Mortgage
after it has been recorded, the Contract Seller shall be deemed to have
satisfied its obligations hereunder upon delivery to the Trustee of a copy of
such Mortgage, such Assignment or Assignments of Mortgage certified by the
public recording office to be a true copy of the recorded original thereof.
Within 90 days following the Closing Date, the Trustee shall review each
Land Home Contract File to determine that all required documents set forth in
each item of the first paragraph of this Section 4.16(e) have been executed and
received and that such documents relate to the Land Home Contracts identified on
the Contract Schedule. For purposes of this determination, the Trustee may rely
on the purported due execution and genuineness of any signature thereon. If
within such 90 day period the Trustee finds that any document constituting a
part of a Land Home Contract File was not executed, defective or received or is
unrelated to the Land Home Contracts identified in the Contract Schedule (in
this Section 4.16(e), a "defect"), the Trustee shall promptly upon the
conclusion of its review notify the Servicer and the Servicer shall notify the
Contract Seller. The Contract Seller shall have a period of 90 days from
receipt of such notice within which to correct or cure any such defect after the
Contract Seller has been notified of such. If the Contract Seller cannot
correct or cure any such defect with respect to a Land Home Contract within such
90 day period, it shall comply with the provisions of Section 3.05 hereof.
If recordation of any Assignment is required hereunder, the original of
each such recorded Assignment shall be delivered to the Trustee within 10 days
following the date on which it is returned to the Contract Seller by the office
with which such Assignment was filed for recordation. Upon receipt by the
Trustee of the recorded Assignment, such recorded Assignment shall become part
of the Land Home Contract File.
(f) Custodial Arrangements. The Trustee may appoint a custodian
----------------------
who is acceptable to the Servicer and the Contract Seller and who, upon
execution of a custodial agreement, shall maintain possession of the Land Home
Contract Files, together with assignments in recordable form, or such part of
them as the Trustee shall direct, as agent of the
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Trustee pursuant to the terms of such custodial agreement. The appointment of
such custodian shall not relieve the Trustee of its obligations hereunder. The
Trustee will notify the Rating Agencies upon the appointment of any custodian.
The Trustee shall keep the Servicer apprised at all times after the Closing
Date of the location of the Land Home Contract Files. The Trustee shall take
all steps that are reasonably necessary or appropriate in order to facilitate
the Servicer's access to the Land Home Contract Files during normal business
hours of the Trustee or any custodian and shall cooperate fully with the
Servicer in securing such access.
Section 4.17 REMIC Compliance.
----------------
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates shall be designated as the
"regular interests" and the Class R Certificates shall be designated as the sole
class of "residual interests" in the REMIC. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" (the
"Startup Date") of the Trust Fund within the meaning of Section 860G(a)(9) of
the Code.
(c) The REMIC Administrator shall at all times hold a Class R
Certificate representing a 0.01% Percentage Interest of all Class R Certificates
and shall be designated as "the tax matters person" with respect to the REMIC in
the manner provided under Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Contracts on deposit in the
Certificate Account provided by Section 5.03 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is not the Servicer
hereunder, the REMIC Administrator shall be paid reasonable compensation not to
exceed $3,000 per year by the Servicer hereunder for so acting as the REMIC
Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all
of the tax returns that it determines are required with respect to the REMIC
created hereunder and deliver such tax returns in a timely manner to the Trustee
and the Trustee shall sign and file such tax returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator
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agrees to indemnify and hold harmless the Trustee with respect to any tax
liability arising from the Trustee's signing of tax returns that contain errors
or omissions. The Trustee and Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare tax
returns.
(e) The REMIC Administrator shall provide (i) to any transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of the REMIC.
(f) The REMIC Administrator and the Servicer shall take such actions
and shall cause the REMIC created hereunder to take such actions as are
reasonably within the REMIC Administrator's or the Servicer's control and the
scope of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions
(and the Trustee shall assist the Servicer and the REMIC Administrator, to the
extent reasonably requested by the Servicer and the REMIC Administrator to do
so). The REMIC Administrator and the Servicer shall not knowingly or
intentionally take any action, cause the Trust Fund to take any action or fail
to take (or fail to cause to be taken) any action reasonably within their
respective control that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860(G)(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the REMIC Administrator or the Servicer, as applicable, has received an Opinion
of Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the REMIC Administrator or the Servicer, as
applicable, determines that taking such action is in the best interest of the
Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in
no event at the expense of the REMIC Administrator, the Contract Seller, the
Servicer or the Trustee) to the effect that the contemplated action will not,
with respect to the REMIC created hereunder, endanger such status or, unless the
REMIC Administrator determines in its sole discretion to indemnify the Trust
Fund against the imposition of such a tax, result in the imposition of such a
tax. Wherever in this Agreement a contemplated action may not be taken because
the timing of such action might result in the imposition of a tax on the Trust
Fund, or may only be taken pursuant to an Opinion of Counsel that such action
would not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to any
taxes that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the REMIC Administrator or the Servicer, as applicable, has advised
it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to the REMIC or its assets, or causing the
REMIC to take any action, which is not
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expressly permitted under the terms of this Agreement, the Trustee will consult
with the REMIC Administrator or the Servicer, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the REMIC, and the Trustee shall not take any such
action or cause the REMIC to take any such action as to which the REMIC
Administrator or the Servicer, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The REMIC Administrator or the Servicer, as
applicable, may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the REMIC
Administrator or the Servicer. At all times as may be required by the Code, the
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of the
REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax, including interest, penalties,
additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund,
such Tax shall be charged against amounts otherwise required to be distributed
to the Holders of the Class R Certificates. The Trustee is hereby authorized to
retain, or cause the Paying Agent to retain, from amounts otherwise required to
be distributed to the Holders of the Class R Certificates sufficient funds to
pay or provide for the payment of, and to actually pay, or cause the Paying
Agent to pay, such Tax as is legally owed by the Trust Fund (but such
authorization shall not prevent the Servicer from contesting any such Tax in
appropriate proceedings, and withholding payment of such Tax, if permitted by
law, pending the outcome of such proceedings). To the extent that sufficient
amounts cannot be so retained to pay or provide for the payment of any tax
imposed on gain realized from any prohibited transaction (as defined in the
REMIC Provisions), the Trustee is hereby authorized to and shall segregate, into
a separate non-interest-bearing account, the net income from such prohibited
transactions and pay, or cause the Paying Agent to pay, such Tax. In the event
any (i) amounts initially retained from amounts required to be distributed to
the Holders of the Class R Certificates and (ii) income so segregated and
applied towards the payment of such Tax shall not be sufficient to pay such Tax
in its entirety, the amount of the shortfall shall be paid from funds in the
Certificate Account notwithstanding anything to the contrary contained herein.
To the extent any such segregated income or funds from the Certificate Account
are paid to the Internal Revenue Service, the Trustee shall retain, or cause to
be retained, an amount equal to the amount of such income or funds so paid from
future amounts otherwise required to be distributed to the Holders of the Class
R Certificates and shall deposit such retained amounts in the Certificate
Account for distribution to the Holders of the Regular Certificates.
(h) The Trustee and the Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to Section
4.17(f)) the Servicer and the Trustee shall have received an Opinion of Counsel
(at the expense of the party seeking to make such contributions) to the effect
that the inclusion of such assets in the REMIC will not cause the REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding
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or subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall (subject to Section
4.17(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a regular
interest in the REMIC would be reduced to zero is April 2030, which is the sixth
Distribution Date following the latest scheduled maturity of any Contract.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Contracts (except in connection with (i) the default,
imminent default or foreclosure of a Contract, including but not limited to, the
acquisition or sale of a Manufactured Home or a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the
termination of the REMIC pursuant to Article X of this Agreement or (iv) a
purchase of Contracts pursuant to Article III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Certificate
Account for gain nor accept any contributions to the REMIC after the Closing
Date unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of the
REMIC as a REMIC or (b) unless the REMIC Administrator has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause the REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.
(n) Each Holder of a Class R Certificate, by purchasing such Class R
Certificate, agrees to give the Servicer written notice that it is a "pass-
through interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of such Class R
Certificate, if it is, or is holding such Class R Certificate on behalf of, a
"pass-through interest holder." The Special Account and the Reserve Account and
amounts distributed thereto pursuant to Section 5.02(a) hereof shall not be
assets of the REMIC or the Trust Fund. The Class R Certificateholder shall be
the owner of the Special Account and the Reserve Account for federal income tax
purposes and shall be responsible for all taxes payable with respect to
distributions thereto.
(o) In the event that any Manufactured Home or Mortgaged Property is
acquired in a repossession (an "REO Property"), the Servicer shall sell any REO
Property within three years of its acquisition by the Trust Fund, unless (i) at
least 60 days before such three-year period would otherwise expire, the Servicer
applies for an extension of such three-year period pursuant to Sections
856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Servicer shall
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sell such REO Property within the applicable extension period or (ii) at the
request of the Servicer, the Trustee seeks, and subsequently receives, an
Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect
that the holding by the Trust Fund of such REO Property subsequent to three
years after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of the Trust Fund as defined in Section 860F of the
Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding. The Servicer shall manage, conserve, protect and
operate each REO Property solely for the purpose of its prompt disposition and
sale in a manner that does not cause any such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.
In connection with its efforts to sell such REO Property, the Servicer shall
either itself or through an agent selected by the Servicer protect and conserve
such REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent the
same, or any part thereof, as the Servicer deems to be in the best interest of
the Servicer and the Certificateholders for the period prior to the sale of such
REO Property.
(p) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with
respect to each REO Property an account held in trust for the Trustee for the
benefit of the Certificateholders (each, an "REO Account"), which shall be an
Eligible Account and the funds therein shall be invested in Eligible Investments
that will mature not later than the Business Day preceding the applicable
Determination Date. The Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in each REO Account by the depository.
(q) The Servicer shall deposit, or cause to be deposited, on a daily
basis in each REO Account all revenues received with respect to operation of the
related REO Property and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of the REO Property. On or before each
Determination Date, the Servicer shall withdraw from each REO Account and
deliver to the Trustee for deposit into the Certificate Account the income from
the REO Property on deposit in the REO Account, net of its reasonable fees and
expenses.
(r) The disposition of REO Property shall be carried out by the
Servicer at such price and upon such terms and conditions as the Servicer shall
deem necessary or advisable, as shall be normal and usual in its general
servicing activities.
(s) The proceeds from the disposition of any REO Property, net of any
reimbursement to the Servicer as provided herein, shall be deposited in the REO
Account and shall be deposited in the Certificate Account when the related
Contract becomes a Liquidated Contract.
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Section 4.18 Management of REO Property.
--------------------------
(a) If the Trustee acquires any REO Property pursuant to Section
4.17, the Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection therewith as are consistent with the manner in which the
Servicer manages and operates similar property owned by the Servicer or any of
its Affiliates, all on such terms and for such period as the Servicer deems to
be in the best interests of Certificateholders, and, consistent therewith, shall
withdraw from the REO Account, to the extent of amounts on deposit therein with
respect to such REO Property, funds necessary for the proper operation,
management and maintenance of such REO Property, including:
(i) all insurance premiums due and payable in respect to
such REO Property;
(ii) all real estate taxes and assessments in respect to
such REO Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO
Property.
To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in (i)-(iii) above with
respect to such REO Property, the Servicer shall advance from its own funds such
amount as is necessary for such purposes if, but only if, the Servicer would
make such advances if the Servicer owned such REO Property and if in the
Servicer's judgment, the payment of such amounts will be recoverable from the
operation or sale of such REO Property.
(b) Notwithstanding the foregoing, the Servicer shall not:
(i) authorize or permit any construction on any REO
Property, other than the completion of a building or other improvement thereon,
and then only if more than ten percent of the construction of such building or
other improvement was completed before default on the related Contract became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(ii) directly operate, or allow any other Person to
directly operate, any REO Property on any date more than 90 days after its date
of acquisition;
unless, in any such case, the Servicer has requested and received an Opinion of
Counsel to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Servicer may take such actions as are specified in such Opinion of Counsel.
(c) The Servicer may contract with any Independent Contractor
for the operation and management of any REO Property, provided that:
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(i) the terms and conditions of any such contract may not
be inconsistent herewith;
(ii) any such contract shall require, or shall be
administered to require, that (A) the Independent Contractor pay all costs and
expenses incurred in connection with the operation and management of such REO
Property, including those listed in subsection (a) hereof, (B) hold all related
revenues in a segregated account, which shall be an Eligible Account, and (C)
remit all related revenues collected (net of such costs and expenses and any
fees retained by such Independent Contractor) to the Servicer on a monthly or
more frequent basis;
(iii) none of the provisions of this Section 4.18(c)
relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Servicer of any of its duties and
obligations to the Trustee on behalf of Certificateholders with respect to the
operation and management of any such REO Property; and
(iv) the Servicer shall be obligated with respect thereto
to the same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.
The Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be entitled to pay all fees owed to
any such Independent Contractor out of the REO Account pursuant to Section 4.17.
(d) Subject to Section 4.18(b), the Servicer shall itself be
entitled to operate and manage any foreclosure property and, in such event,
shall be entitled to pay itself a monthly management fee in accordance with
Section 4.17; provided that the amount of such management fee shall not exceed
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the amount customarily charged for the operation and management of similar
property in the locality of such REO Property by property managers other than
the Servicer or its Affiliates.
Section 4.19 Reports to the Securities and Exchange Commission.
-------------------------------------------------
The Servicer shall use reasonable efforts to assist the Contract Seller in
obtaining any information maintained by it in the ordinary course of performing
its duties hereunder that is necessary for the Contract Seller, on behalf of the
Trust Fund, to cause to be filed with the Securities and Exchange Commission any
periodic reports required to be filed under the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Section 4.20 Annual Statement as to Compliance.
---------------------------------
The Servicer will deliver to the Contract Seller, the Trustee and each
Rating Agency on or before April 1 of each year, commencing in 2000, an
Officer's Certificate (i) stating that a review of the activities of the
Servicer during the preceding calendar year and of performance under this
Agreement has been made under such officer's supervision, and (ii) stating that
to the best of such officer's knowledge, based on such review, the Servicer has
fulfilled all its
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obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.
Section 4.21 Annual Independent Public Accountants' Servicing Report.
-------------------------------------------------------
On or before April 1 of each year, commencing in 2000, the Servicer, at its
expense, shall cause a firm of independent public accountants which is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Contract Seller, the Trustee and each Rating Agency to the effect that
such firm has examined certain documents and records relating to the servicing
of the Contracts under this Agreement and, at the option of the Servicer,
manufactured housing installment sale contracts and installment loan agreements
under pooling and servicing agreements substantially similar to this Agreement
with regard to servicing procedures (such statement to have attached thereto a
schedule setting forth the pooling and servicing agreements covered thereby,
including this Agreement) and that, on the basis of such examination conducted
substantially in compliance with this Agreement or such agreements, as the case
may be, and generally accepted auditing standards, such servicing has been
conducted substantially in compliance with this Agreement or such pooling and
servicing agreements, as the case may be, except for such exceptions as such
firm believes to be immaterial and such other exceptions or errors in records
that may be set forth in such statement. For purposes of such statement, such
firm may assume conclusively that all pooling and servicing agreements among the
Contract Seller, the Servicer and the Trustee relating to certificates
evidencing an interest in actuarial and/or simple interest manufactured housing
contracts are substantially similar to one another, except for any such pooling
and servicing agreement which by its terms specifically states otherwise.
Section 4.22 Retitling of Land Home Contracts.
--------------------------------
If the Contract Seller or the Servicer receives actual notice or knowledge
that GreenPoint Bank, the parent of the Contract Seller, is no longer assigned a
long-term senior debt rating from Moody's of Baa3 or higher, of BBB- or higher
from S&P, the Servicer shall promptly provide notice to the Trustee that
GreenPoint Bank no longer has such rating. If at any time during the term of
this Agreement the Trustee receives written notice from the Servicer or the
Contract Seller that GreenPoint Bank does not have a long-term senior debt
rating from Moody's of Baa3 or higher, of BBB- or higher from S&P, or if the
Trustee otherwise becomes aware that the Contract Seller is no longer assigned
such rating, the Trustee, at the Contract Seller's expense, shall file promptly
in the appropriate recording offices the assignments to the Trustee on behalf of
the Trust Fund of each Mortgage securing a Land Home Contract sold by the
Contract Seller to the Trust Fund.
Section 4.23 Notice of Rating Change.
-----------------------
In the event that the Class A-2 Certificates are not rated "AAA" by S&P and
"Aaa" by Moody's, respectively, on the Closing Date, the Servicer shall give
written notice to the Auction Agent of the initial ratings on the Class A-2
Certificates by S&P and Moody's substantially in the form of the Notice of
Ratings. If there is a change in any of the ratings of the Certificates at any
time, the Servicer shall give written notice to the Auction Agent or if the
Class A-2
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Certificates are no longer maintained in Book-Entry Form by the Depository, to
the Trustee, substantially in the form of the Notice of Ratings within three (3)
Business Days of its receipt of notice of such change, but not later than the
close of business on the Business Day immediately preceding an Auction Date (as
defined in Schedule I) if the Servicer has received written notice of such
change in a rating or ratings prior to 12:00 noon on such Business Day, and the
Auction Agent or the Trustee, as applicable, shall take into account such change
in rating or ratings for purposes hereof and any Auction, so long as such Notice
of Ratings is received by the Auction Agent or Trustee no later than the close
of business on such Business Day.
ARTICLE V
PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS
SECTION 5.01 Monthly Advances by the Servicer.
--------------------------------
(a) By the close of business on the day prior to each Distribution
Date, the Servicer shall (i) cause to be deposited, out of its own funds, in the
Certificate Account the Monthly Advance for the related Distribution Date, (ii)
direct the Trustee to apply all or a portion of the Excess Contract Payments in
the Certificate Account to make such Monthly Advance, or (iii) do any
combination of clauses (i) and (ii) to make such Monthly Advance. To the extent
that an Excess Contract Payment (or any portion thereof) that has been applied
pursuant to clause (ii) or (iii) is required for application as to all or a
portion of a scheduled payment due on the related Contract, the Servicer shall
deposit, out of its own funds, the amount of such Excess Contract Payment (or
the portion thereof required for such scheduled payment) into the Certificate
Account on the immediately succeeding Due Date, and the amount so deposited will
become part of the Outstanding Amount Advanced.
(b) The Servicer shall reimburse itself for the Outstanding Amount
Advanced out of (i) collections of delinquent payments of principal and interest
on Contracts as to which the Servicer previously made a Monthly Advance, (ii)
available funds in the Certificate Account attributable to Excess Contract
Payments or (iii) any combination of clauses (i) and (ii) above.
(c) If the Servicer determines that any advance made pursuant to
Section 5.01(a) has become a Nonrecoverable Advance and at the time of such
determination there exists an Outstanding Amount Advanced, then the Servicer
shall reimburse itself out of funds in the Certificate Account for the amount of
such Nonrecoverable Advance for the next succeeding Distribution Date by
withdrawing such amount pursuant to Section 5.03(v), but not in excess of such
Outstanding Amount Advanced. If a Contract becomes a Liquidated Contract and at
such time there exists an Outstanding Amount Advanced, then the Servicer shall
reimburse itself out of funds in the Certificate Account for the portion of
Monthly Advances equal to the aggregate of delinquent scheduled payments on such
Contract to the Due Date in the Collection Period in which such Contract became
a Liquidated Contract, but not in excess of such Outstanding Amount Advanced.
Notwithstanding any other provision of this Agreement, under no circumstances
shall the Servicer be required to make a Monthly Advance that the Servicer
determines if made would be a Nonrecoverable Advance.
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Section 5.02 Payments.
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(a) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account an amount equal to the sum of the Available Distribution
Amount and the Enhancement Payment, if any, and apply such amount, in the
following order of priority, to the distribution of:
(i) to the Class A-1 Certificateholders and the Class A-2
Certificateholders, the Class A-1 Interest Distribution Amount and the Class A-2
Interest Distribution Amount, respectively; provided that if the Available
--------
Distribution Amount, together with any Enhancement Payment, is insufficient to
make the full distributions of interest referred to in this clause (i), the
Available Distribution Amount, together with the Enhancement Payment, shall be
distributed on such Classes of Certificates pro rata based on such full amounts
allocable to such Classes;
(ii) to the Class A Certificateholders, the Formula Principal
Distribution Amount (less, with respect to the Class A-2 Certificateholders, the
Class A-2 Holdover Amount for such Distribution Date) in the following order of
priority:
(A) to the Class A-1 Certificateholders until the Class A-1
Certificate Balance is reduced to zero; and
(B) to the Class A-2 Certificateholders until the Class A-2
Certificate Balance is reduced to zero;
(iii) to the Special Account, the Special Account Deposit Amount
required to be deposited therein pursuant to the Insurance Agreement;
(iv) to the Servicer, any Subordinated Monthly Servicing Fee for
such Distribution Date and any unpaid Subordinated Monthly Servicing Fees in
respect of prior Distribution Dates;
(v) to the Class A-1 Certificateholders and the Class A-2
Certificateholders, the Class A-1 Net Funds Cap Carryover Amount and Class A-2
Net Funds Cap Carryover Amount, respectively, provided that if the Available
--------
Distribution Amount is insufficient to make the full distributions of the Net
Funds Cap Carryover Amounts referred to in this clause (v), the Available
Distribution Amount shall be distributed on such Classes of Certificates pro
rata based on such full amounts allocable to such Classes;
(vi) to the Auction Agent, certain amounts that may be required
to be paid pursuant to the Auction Agent Agreement; and
(vii) to the Reserve Account or, if the Reserve Account has been
terminated pursuant to Section 5.09 hereof, to the Class R Certificateholders,
any remaining Available Distribution Amount.
In addition, notwithstanding the prioritization of the distribution of
the Formula Principal Distribution Amount to the Holders of the Class A
Certificates pursuant to clause (ii) above, on a Distribution Date, if any, in
respect of which a Deficiency Event is in effect, the
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portion of the Formula Principal Distribution Amount for such Distribution Date
that would otherwise be distributed sequentially to the Class A-1 and Class A-2
Certificateholders pursuant to clause (ii) above will instead be distributed to
the Class A-1 and Class A-2 Certificateholders pro rata based upon the
Certificate Balance of each such Class immediately prior to such Distribution
Date until the Certificate Balances of the Class A-1 and Class A-2 Certificates
have been reduced to zero (but distributions among the Class A-2 Certificates
shall be made in accordance with the terms of Section 5.02(e) hereof).
Such distributions to the Class A-1 Certificateholders and Class A-2
Certificateholders shall be made such that the Trustee shall distribute (a) to
each Class A-1 Certificateholder as of the preceding Record Date an amount equal
to the product of the aggregate Percentage Interest evidenced by such
Certificateholder's Class A-1 Certificates and the Class A-1 Distribution Amount
for such Distribution Date, and (b) subject to 5.02(e) hereof with respect to
payments of principal, to each Class A-2 Certificateholder as of the preceding
Record Date an amount equal to the product of the aggregate Percentage Interest
evidenced by such Certificateholder's Class A-2 Certificates and the Class A-2
Distribution Amount for such Distribution Date. The Trustee shall pay each
Certificateholder of record by check mailed to such Certificateholder at the
address for such Certificateholder appearing on the Certificate Register;
provided that if such Certificateholder holds Certificates evidencing a
- --------
Percentage Interest aggregating 10% or more with respect to such Class and has
given the Trustee appropriate written instructions at least 10 days prior to the
related Distribution Date (which instructions, until revised, shall remain
operative for all Distribution Dates thereafter), the Trustee shall pay such
Certificateholder by wire transfer of funds. If on any Determination Date the
Servicer determines that there are no Contracts outstanding and no other funds
or assets in the Trust Fund other than the funds in the Certificate Account, the
Servicer promptly shall notify the Insurer and the Trustee and instruct the
Trustee to send the final distribution notice to each Certificateholder and make
provision for the final distribution in accordance with Section 10.01(c). Final
payment of any Certificate shall be made only upon presentation of such
Certificate at the office or agency of the Certificate Registrar.
(b) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account (solely out of the Available Distribution Amount for such
Distribution Date after giving effect to the distributions made to the
Certificateholders pursuant to Section 5.02(a)(i)-(ii) and (v), to the Special
Account pursuant to Section 5.02(a)(iii), to the Servicer pursuant to Section
5.02(a)(iv), and to the Auction Agent pursuant to Section 5.02(a)(vi)) and
distribute the amount specified in Section 5.02(a)(vii) for such Distribution
Date to the Reserve Account or to the Class R Certificateholders, as applicable,
by wire transfer of immediately available funds. Such distribution shall be made
by a means that is mutually acceptable to the Trustee and the Class R
Certificateholders.
(c) Each distribution with respect to a Global Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Global
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Certificate are to be made by the Depository and the Depository Participants in
accordance with the provisions of the Certificates. Neither the Trustee, the
Certificate Registrar, the Contract Seller nor the Servicer shall have any
responsibility therefor. To the extent applicable and not contrary to the rules
of the Depository, the Trustee shall comply with the provisions of the forms of
the Certificates as set forth in Exhibit B-1, Exhibit B-2, and Exhibit C hereto.
---------- ----------- ---------
(d) None of the Servicer, Contract Seller, Trustee, Holders of
the Regular Certificates or, except and only to the extent set forth in the
Insurance Agreement, the Class R Certificateholders shall have any right to any
amounts on deposit in the Special Account.
(e) On each Distribution Date prior to the Class A-2 Pro Rata
Date, principal payments will be made to the Class A-2 Certificates only in
amounts equal to $25,000 and integral multiples in excess thereof. On each
Distribution Date, the Class A-2 Holdover Amount, if any, for such Distribution
Date will be retained in the Certificate Account. The amount being distributed
to Holders of the Class A-2 Certificates as principal will be allocated to the
specific Certificates of such Class which are selected prior to the related
Distribution Date by lot or such other manner as may be determined by the
Depository, a Depository Participant or the Trustee, which distributions, prior
to the Class A-2 Pro Rata Date, will be made only in allocations equal to
$25,000 and integral multiples of $25,000 in excess thereof. On each
Distribution Date on and after the Class A-2 Pro Rata Date, distributions will
be made pro rata to the Holders of the Class A-2 Certificates pursuant to
Section 5.02(a) based on their respective Percentage Interests. Any amounts on
deposit in the Certificate Account representing the Class A-2 Holdover Amount,
shall only be applied to payments of principal on the Class A-2 Certificates
until the Certificate Balance of the Class A-2 Certificates has been reduced to
zero.
Section 5.03 Permitted Withdrawals from the Certificate Account.
--------------------------------------------------
The Servicer may, from time to time as provided herein, make withdrawals
from the Certificate Account of amounts deposited therein pursuant to Section
4.05 that are attributable to the Contracts for the following purposes:
(i) to pay to the Contract Seller with respect to each
Contract sold by it or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 3.05, all amounts received thereon
that are specified in such Section to be property of the Contract Seller;
(ii) to reimburse itself for the payment of taxes or
charges out of Liquidation Proceeds (to the extent not previously retained from
such Liquidation Proceeds prior to their deposit) or out of payments expressly
made by the related Obligor to reimburse the Servicer for such taxes or charges,
as permitted by Section 4.06;
(iii) to pay to itself the Senior Monthly Servicing Fee and
Servicer Deficiency Amounts and Repossession Profits, if any;
(iv) to reimburse itself or a previous Servicer out of
Liquidation Proceeds (to the extent not previously retained from Liquidation
Proceeds prior to their deposit in the Certificate Account) in respect of a
Manufactured Home and out of payments by the related Obligor (to the extent of
payments expressly made by the Obligor to reimburse the
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Servicer for insurance premiums) for expenses incurred by it in respect of such
Manufactured Home that are specified as being reimbursable to it pursuant to
Section 4.06, 4.07, 4.09, 4.13, 4.17 or 4.18 or to a previous Servicer under
Section 7.07;
(v) to reimburse itself for any Nonrecoverable Advances
and for Monthly Advances in respect of Liquidated Contracts, in each case, in
accordance with Section 5.01(c);
(vi) after the Class A-1 Certificate Balance and Class A-2
Certificate Balance have been reduced to zero and all amounts owing to the
Special Account have been deposited therein, to reimburse the Servicer and the
REMIC Administrator, pro rata, for expenses incurred and reimbursable to the
Servicer pursuant to Section 7.05 and to the REMIC Administrator pursuant to
Section 4.17(c); and
(vii) to withdraw any amount deposited in the Certificate
Account that was not required to be deposited therein (including any collections
on the Contracts that, pursuant to Section 2.01(a), are not part of the Trust
Fund and amounts permitted to be withdrawn pursuant to Section 11.12(ii)
hereof)).
Since, in connection with withdrawals pursuant to clauses (i), (ii) and
(iv) of this Section 5.03, the Servicer's entitlement thereto is limited to
collections or other recoveries on the related Contract, the Servicer shall keep
and maintain separate accounting, on a Contract by Contract basis, for the
purpose of justifying any withdrawal from the Certificate Account pursuant to
such clauses.
Section 5.04 Monthly Reports.
---------------
At least two Business Days prior to each Distribution Date, the Servicer
shall cause the Trustee, the Insurer, the Rating Agencies, the Contract Seller
and the Certificate Administrator to receive a Monthly Report, which report
shall include the following information with respect to the immediately
following Distribution Date:
(a) the Class A-1 Distribution Amount for such Distribution
Date;
(b) the amount of principal to be distributed to the Class A-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Total Regular Principal Amount and from the amount of clause (b) of the
definition of Formula Principal Distribution Amount;
(c) the amount of interest to be distributed to Class A-1
Certificateholders on such Distribution Date (separately identifying any Class
A-1 Unpaid Interest Shortfall included in such distribution);
(d) the remaining Class A-1 Certificate Balance after giving
effect to the payment of principal to be made on such Distribution Date (on
which interest will be calculated on the next succeeding Distribution Date);
(e) the Class A-2 Distribution Amount for such Distribution
Date;
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(f) the amount of principal to be distributed to the Class A-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Total Regular Principal Amount and from the amount of clause (b) of the
definition of Formula Principal Distribution Amount;
(g) the amount of interest to be distributed to Class A-2
Certificateholders on such Distribution Date (separately identifying any Class
A-2 Unpaid Interest Shortfall included in such distribution);
(h) the remaining Class A-2 Certificate Balance after giving
effect to the payment of principal to be made on such Distribution Date (on
which interest will be calculated on the next succeeding Distribution Date);
(i) the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through
Rate and the Class A-2 Holdover Amount;
(j) the Senior Monthly Servicing Fee and the Subordinated
Monthly Servicing Fee payable on such Distribution Date, the aggregate amount of
any Subordinated Monthly Servicing Fees remaining unpaid as of such Distribution
Date, the amount of any reimbursement to the Servicer pursuant to Section 7.05,
and any Late Payment Fees, Extension Fees and assumption fees paid during the
prior Collection Period, and the amount of any other fees payable out of the
Trust Fund;
(k) the existence of any Servicing Fee Subordination Event;
(l) the existence of any Servicer Termination Event;
(m) the number of and aggregate remaining principal balance of
Contracts with payments delinquent 31 to 59, 60 to 89, and 90 or more days,
respectively;
(n) the number of Contracts that were repurchased or replaced by
the Contract Seller in accordance with Section 3.05 during the prior Collection
Period, identifying such Contracts and (i) the Repurchase Price of such
Contracts and (ii) the amount, if any, paid by the Contract Seller due to the
differences, if any, between the remaining principal balances of the replaced
Contracts and the Eligible Substitute Contracts;
(o) the aggregate principal balances of all Contracts that are
not Liquidated Contracts and in respect of which the related Manufactured Homes
have been repossessed or foreclosed upon;
(p) the Enhancement Payment, if any, on such Distribution Date;
(q) the amount of any Monthly Advance and the Outstanding Amount
Advanced with respect to such Distribution Date;
(r) the amounts, if any, deposited into the Special Account for
such Distribution Date;
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(s) the amount, if any, to be distributed to the Class R
Certificateholders;
(t) (i) the Net Weighted Average Contract Rate for the
Collection Period immediately preceding the month of such Distribution Date and
(ii) the Net Weighted Average Contract Rate for the Collection Period occurring
in the month in which such Distribution Date occurs;
(u) the number of Manufactured Homes currently held by the
Servicer due to repossessions and the aggregate principal balance of the related
defaulted Contracts;
(v) the Pool Principal Balance, expressed as a percentage of the
Cut-Off Date Pool Principal Balance;
(w) the aggregate of the Deficiency Amounts and Servicer
Deficiency Amounts received for the preceding Collection Period;
(x) any additional items required to be set forth in the Monthly
Report pursuant to the Insurance Agreement;
(y) amounts paid to the Class A-1 Certificateholders on such
Distribution Date in respect of the Class A-1 Net Funds Cap Carryover Amount and
amounts paid to the Class A-2 Certificateholders on such Distribution Date in
respect of the Class A-2 Net Funds Cap Carryover Amount;
(z) the amount of any deposit into the Certificate Account from
the 99-5 Reserve Account; and
(aa) the Cumulative Realized Losses and the Current Realized Loss
Ratio, each as of such Distribution Date.
Copies of all Monthly Reports shall be provided by the Servicer to each
Rating Agency. Neither the Trustee nor the Certificate Administrator shall be
under any duty to recalculate or verify the information provided to it by the
Servicer. The Servicer shall deliver a written notice to the Trustee not later
than three Business Days next preceding a Distribution Date if it cannot provide
the Trustee and the Certificate Administrator with a Monthly Report for such
Distribution Date.
Section 5.05 Certificate of Servicing Officer.
--------------------------------
Each Monthly Report pursuant to Section 5.04 shall be accompanied by a
certificate of a Servicing Officer substantially in the form of Exhibit F,
---------
certifying the accuracy of the Monthly Report and that such officer is not aware
of the occurrence of an Event of Default or of an event that, with notice or
lapse of time or both, would become an Event of Default, or if such officer is
aware that such an event has occurred and is continuing, specifying the event
and its status.
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Section 5.06 Other Data.
----------
In addition, the Servicer, at the request of the Trustee or the Certificate
Administrator, shall furnish the Trustee or the Certificate Administrator (as
the case may be) such underlying data as may reasonably be requested.
Section 5.07 Statements to Certificateholders.
--------------------------------
Concurrently with each distribution to Certificateholders pursuant to this
Article V, the Trustee shall mail, or cause the Paying Agent to mail, to each
Certificateholder at the address appearing on the Certificate Register the
Monthly Report prepared by the Servicer together with the following information
prepared by the Servicer:
(1) the amount of fees and expenses payable out of the Trust
Fund for such Collection Period;
(2) the percentage obtained by dividing the aggregate
Certificate Balances with respect to each Class (after giving effect to the
distributions on the Certificates made on such Distribution Date) by the
aggregate Initial Certificate Balances with respect to each Class;
(3) such other customary factual information as is available to
the Servicer as the Servicer deems necessary and can obtain reasonably from its
existing data base to enable Certificateholders to prepare their tax returns.
In the case of information furnished with respect to a dollar amount, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
Within a reasonable period of time after the end of each calendar year,
subject to the next sentence, but in no event later than 90 days after the end
of such year, the Servicer shall prepare and furnish to the Trustee, the Paying
Agent and the Certificate Administrator, and the Trustee, promptly upon receipt,
shall furnish or cause the Paying Agent to furnish to each Person who at any
time during the calendar year was the Holder of a Certificate, a statement
containing the information set forth in clauses (b) and (c) of Section 5.04, in
the case of Class A-1 Certificateholders and (f) and (g) of Section 5.04, in the
case of Class A-2 Certificateholders, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Code as from time to time in force.
On each Distribution Date, the Servicer shall forward or cause to be forwarded
by mail to each Holder of a Class R Certificate, a copy of the Monthly Report
for such Distribution Date. The Servicer shall also forward or cause to be
forwarded by mail to each Holder of a Class R Certificate, a statement setting
forth such information as the Servicer deems necessary or appropriate.
Within a reasonable period of time after the end of each calendar year, the
Servicer shall furnish or cause to be furnished to each Person who at any time
during the calendar year was a Holder of a Class R Certificate a statement
containing the applicable distribution information provided pursuant to this
Section 5.07 aggregated for such calendar year or applicable portion thereof
during which such Person was a Holder of a Class R Certificate. Such obligation
of the
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Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Servicer pursuant to any
requirements of the Code. A Certificate Owner holding Certificates of a Class
representing in the aggregate at least 5% of the Percentage Interests of such
Class shall, upon written request to the Trustee certifying its beneficial
ownership of such Certificates, be entitled to receive copies of all reports
provided by the Trustee. Copies of all reports provided by the Trustee to the
Certificateholders shall also be provided to each Rating Agency.
Section 5.08 Certificate Insurance Policy; Enhancement Payments.
--------------------------------------------------
(a) The parties hereto acknowledge that the Insurer has provided
the Certificate Insurance Policy in order to provide the Class A
Certificateholders with a source of funds to enhance the likelihood of the
receipt by such Certificateholders on each Distribution Date of the aggregate
amount distributable pursuant to Section 5.02(a)(i)-(ii) with respect to such
Distribution Date.
(b) Upon receipt of a Monthly Report from the Servicer that
shows an Enhancement Payment and in all events two Business Days prior to the
Distribution Date, the Trustee shall make a claim to the Insurer on the
Certificate Insurance Policy pursuant to a Notice of Payment (and deliver a copy
of such Notice of Payment to the Bank Agent pursuant to the Certificate
Insurance Policy) directing the Insurer to make payment by wire transfer to the
Certificate Account.
(c) If, in respect of any Distribution Date, the Trustee is
holding in the Certificate Account all or part of any Enhancement Payment for
such Distribution Date, then the Trustee shall distribute to the
Certificateholders such Enhancement Payment together with the Available
Distribution Amount pursuant to Section 5.01(a).
Section 5.09 99-5 Reserve Account,
---------------------
(a) In the event that the Trustee receives any amounts, as
directed by the Servicer, from the 99-5 Reserve Account, the Trustee shall
deposit such amounts into the Certificate Account for distribution as part of
the Available Distribution Amount on the next Distribution Date. The Servicer
shall cause amounts from the 99-5 Reserve Account to be remitted to the Trustee
if the Available Distribution Amount, without taking into account the amount set
forth in clauses (c) and (d) of the definition thereof, is insufficient to pay
the items set forth in Section 5.02(a)(i) and (ii) hereof.
(b) On or before the Closing Date, the Trustee shall establish
and maintain the Reserve Account titled "Bank One, National Association, in
trust for registered holders of GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-5." The Reserve Account shall not be a
part of the Trust Fund or the REMIC and no Certificateholder, other than the
Class R Certificateholders, shall have a right to any amounts on deposit
therein. Any amounts deposited into the Reserve Account shall be deemed
distributed to the Class R Certificateholders. The Trustee shall remit amounts
on deposit in the Reserve Account to the Class R Certificateholder or to the
certificate account created under the 99-5 Agreement, in each case, as directed
by the Servicer. In addition, to the extent the Servicer
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directs the Trustee to hold amounts on deposit in the Reserve Account to be
remitted to the certificate account created under the 99-5 Agreement, the
Trustee shall invest such amounts in the investments and at the direction of the
Servicer. At the direction of the Servicer, the Trustee shall terminate the
Reserve Account and remit all amounts on deposit therein to the Class R
Certificateholders.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.
----------------
The Certificates shall be substantially in the forms attached hereto as
Exhibit B-1, Exhibit B-2, Exhibit C and Exhibit D. The Class A Certificates
- ----------- ------------ --------- ---------
shall be issuable in registered form, in the minimum dollar denominations,
integral dollar multiples in excess thereof (except that one Certificate in each
Class may be issued in a different amount which must be in excess of the
applicable minimum dollar denomination) and aggregate dollar denominations per
Class as set forth in the following table:
Integral
Multiples in
Minimum Excess of Latest Scheduled Initial Certificate
Class Denomination Minimum Distribution Date Balance
------- ------------ ------------ ----------------- -------------------
A-1 $50,000 $ 1 June 2021 $70,000,000
A-2 $25,000 $25,000 April 2030 $70,000,000
The Class R Certificate shall initially be issued with no principal
balance.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form set forth as attached hereto executed
by the Trustee by manual signature, and such certificate of authentication upon
any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Contract Seller or any Affiliate thereof.
The Servicer shall provide, or cause to be provided, to the Trustee on a
continuous basis, an adequate inventory of Certificates to facilitate transfers.
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Section 6.02 Certificate Register; Registration of Transfer and Exchange
-----------------------------------------------------------
of Certificates.
- ---------------
(a) The Trustee shall maintain, or cause to be maintained, a
Certificate Register for the Trust Fund in which, subject to the provisions of
subsections (b) and (c) below and to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Upon surrender for
registration of transfer of any Certificate, the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of transfer or exchange shall
be canceled and subsequently destroyed by the Trustee in accordance with the
Trustee's customary procedures.
(b) No transfer of an ERISA Restricted Certificate will be made
unless the Trustee has received either (i) an Opinion of Counsel, at no expense
to the Trustee, the Contract Seller, the Insurer or the Servicer, acceptable to
and in form and substance satisfactory to the Trustee, the Contract Seller and
the Servicer with respect to the permissibility of such transfer under ERISA and
Section 4975 of the Code and stating, among other things, that the transferee's
acquisition of such ERISA Restricted Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code and will not subject the Servicer, the Contract Seller or the
Trustee to any obligation or liability in addition to those undertaken in this
Agreement or (ii) a representation letter from the transferee, substantially in
the form of paragraph 5 of Exhibit G. No transfer of an ERISA Restricted
Certificate will be made without the consent of the Insurer and without
notification to the Rating Agencies.
(c) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Servicer and the Trustee or its designee under
clause (iii)(A) below to deliver payments to a Person other than such Person and
to negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things
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necessary in connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Class R Certificate are expressly subject to the
following provisions:
(A) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate until its
receipt of, (I) an affidavit in the form attached hereto as Exhibit G-1 (a
"Transfer Affidavit") from the proposed Transferee, representing and warranting,
among other things, that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that
it has reviewed the provisions of this Section 6.02(c) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from
the Holder wishing to transfer the Class R Certificate, representing and
warranting, among other things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit by
a proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (x) to require a Transfer Affidavit from
any other Person to whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its Ownership Interest unless
it provides a certificate to the Trustee in the form attached hereto as Exhibit
G-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a "pass-
through interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in
a Class R Certificate, if it is, or is holding an Ownership Interest in a Class
R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit G-2. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the
Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder
of a Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent
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permitted by law, to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R Certificate. If a Non-
United States Person shall become a holder of a Class R Certificate, then the
last preceding United States Person shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof retroactive to the date
of registration of such transfer of such Class R Certificate. If a transfer of a
Class R Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 6.02(c) or for making
any payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section 6.02(c) and
to the extent that the retroactive restoration of the rights of the Holder of
such Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Servicer shall have the right, without notice
to the holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Servicer on such terms as the
Servicer may choose. Such purported Transferee shall promptly endorse and
deliver each Class R Certificate in accordance with the instructions of the
Servicer. Such purchaser may be the Servicer itself or any Affiliate of the
Servicer. The proceeds of such sale, net of the commissions (which may include
commissions payable to the Servicer or its Affiliates), expenses and taxes due,
if any, will be remitted by the Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be determined in the
sole discretion of the Servicer, and the Servicer shall not be liable to any
Person having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Servicer, on behalf of the Trustee, shall use its
reasonable efforts to make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the Internal
Revenue Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified Organization.
Reasonable compensation for providing such information may be required by the
Servicer from such Person.
(v) The provisions of this Section 6.02(c) set forth prior to
this clause (v) may be modified, added to or eliminated pursuant to Section
11.01, provided that there shall have also been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such provisions will
not cause such Rating Agency to downgrade its then-current ratings, if any, of
any Class of the Regular Certificates
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below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) a certificate of the Servicer stating that the Servicer
has received an Opinion of Counsel, in form and substance satisfactory to the
Servicer, to the effect that such modification, addition to or absence of such
provisions will not cause Trust Fund to cease to qualify as a REMIC and will not
cause (x) the Trust Fund to be subject to an entity-level tax caused by the
Transfer of any Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.
(d) The preparation and delivery of all certificates and opinions
referred to above in this Section 6.02 shall not be an expense of the Trust
Fund, the Trustee, the Contract Seller or the Servicer.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee and the Certificate Administrator, if any, such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
protected purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 6.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 6.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 6.03 shall be canceled and destroyed by the Trustee in
accordance with its standard procedures without liability on its part.
Section 6.04 Persons Deemed Owners.
---------------------
The Servicer, the Trustee and any agent of the Servicer or the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.
Section 6.05 Access to List of Certificateholders' Names and Addresses.
---------------------------------------------------------
If three or more Certificateholders (a) request such information in writing
from the Trustee, (b) state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the
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Contract Seller or Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Contract Seller, the Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Trustee, if any. The Contract
Seller and every Certificateholder, by receiving and holding a Certificate,
agree that the Trustee shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived.
Section 6.06 Global Certificates.
-------------------
The Regular Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Global
Certificates, to be delivered to the Depository by or on behalf of the Contract
Seller. Such Global Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
6.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Contract Seller, the Servicer and the Trustee may treat the
Depository and the Depository Participants for all purposes as the authorized
representative of the respective Certificate Owners of such Certificates and, in
the case of distributions, with the Depository as the authorized representative
of the Depository Participants and the Certificate Owners;
(c) registration of the Global Certificates may not be transferred by
the Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued with respect to the Class A Certificates pursuant to
Section 6.08, the Depository will make book-entry transfers among the Depository
Participants and receive and transmit distributions of principal and interest on
the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;
(f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and
(g) to the extent that the provisions of this Section conflict with
any other provisions of this Agreement, the provisions of this Section shall
control.
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For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the Certificate Balance of a Class of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning Global
Certificates evidencing the requisite percentage of the Certificate Balance or
the requisite Percentage Interests.
Section 6.07 Notices to Depository.
---------------------
Whenever any notice or other communication is required to be given to
Certificateholders of any Class with respect to which Global Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.
Section 6.08 Definitive Certificates.
-----------------------
If, after Global Certificates have been issued with respect to the Class A
Certificates, (a) the Servicer advises the Trustee that the Depository is no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Servicer is unable to locate a qualified successor, (b) the Servicer, at its
sole option, advises the Trustee that it elects to terminate the book-entry
system with respect to such Certificates through the Depository or (c) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Global Certificates having not less than 51% of the Voting Rights evidenced by
the related Class advise the Trustee and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to such Certificates through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners with respect to such
Certificates, then the Trustee shall notify all Certificate Owners of such Class
of Certificates, through the Depository, of the occurrence of any such event and
of the availability of Definitive Certificates for such Class to Certificate
Owners requesting the same. The Servicer shall provide the Trustee with an
adequate inventory of certificates to facilitate the issuance and transfer of
Definitive Certificates. Upon surrender to the Trustee of any such Certificates
by the Depository, accompanied by registration instructions from the Depository
for registration, the Trustee shall authenticate and deliver such Definitive
Certificates. Neither the Contract Seller, the Servicer nor the Trustee shall be
liable for any delay in delivery of such instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of such Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.
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ARTICLE VII
THE CONTRACT SELLER AND THE SERVICER
Section 7.01 Liabilities to Obligors.
-----------------------
No liability to any Obligor under any of the Contracts arising out of any
act or omission to act of the Servicer in servicing the Contracts prior to the
Closing Date is intended to be assumed by the Contract Seller, the Trustee, the
Certificate Administrator or the Certificateholders under or as a result of this
Agreement and the transactions contemplated hereby and, to the maximum extent
permitted and valid under mandatory provisions of law, the Contract Seller, the
Trustee, the Certificate Administrator and the Certificateholders expressly
disclaim such assumption.
Section 7.02 Servicer's Indemnities.
----------------------
The Servicer shall defend and indemnify the Trust Fund, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Paying Agent, the
Contract Seller and the Certificateholders against any and all costs, expenses,
losses, damages, claims or liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, arising from third party claims or
actions (including penalties or fees imposed by any governmental or regulatory
body or agency) in respect of any action taken by the Servicer with respect to
any Contract or Manufactured Home constituting a failure by the Servicer to
perform its obligations under this Agreement. This indemnity shall survive any
Event of Default (but a Servicer's obligations under this Section 7.02 shall not
relate to any actions of any subsequent Servicer after an Event of Default) and
any payment of the amount owing under, or any repurchase by the Contract Seller
of, any such Contract.
Section 7.03 Operation of Indemnities.
------------------------
Indemnification under this Article VII shall include reasonable fees and
expenses of counsel and expenses of litigation. Any amounts received by the
Trustee from the Servicer pursuant to this Article VII shall be deposited in the
Certificate Account pursuant to Section 4.05. If the Servicer has made any
indemnity payments to the Trustee pursuant to this Article VII and the Trustee
thereafter collects any of such amounts from others, the Trustee will repay such
amounts collected to the Servicer, together with any interest collected thereon.
Section 7.04 Merger or Consolidation of the Contract Seller or the
-----------------------------------------------------
Servicer.
- --------
The Contract Seller and the Servicer will each keep in full effect their
existence, rights and franchises as a Delaware limited liability company, and
will obtain and preserve its qualification to do business as a foreign limited
liability company in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Contracts and to perform its duties under this
Agreement.
Any Person into which the Contract Seller or the Servicer may be merged or
consolidated, or any corporation or association resulting from any merger,
conversion or
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consolidation to which the Contract Seller or the Servicer shall be a party, or
any Person succeeding to the business of the Contract Seller or the Servicer,
shall be the successor of the Contract Seller or the Servicer hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
--------
however, that the successor or surviving Person to the Servicer shall satisfy
- -------
the requirements of Section 7.07 with respect to the qualifications of a
successor to the Servicer. The Contract Seller and the Servicer shall promptly
notify each Rating Agency and the Insurer of any such merger to which it is a
party.
The conversion of GreenPoint's organizational structure from a Delaware
limited liability company to a corporation, partnership or other such entity
shall not require the consent of any party or notice to any party and shall not
in any way affect the rights or obligations of GreenPoint as Contract Seller or
Servicer hereunder.
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer
------------------------------------------------------------
and Others.
- ----------
Neither the Contract Seller, the Servicer nor any of their members,
shareholders, directors, officers, employees or agents shall be under any
liability to the Trustee or the Certificateholders for any errors in judgment or
any action taken or for refraining from the taking of any action, pursuant to
this Agreement; provided, however, that this provision shall not protect the
-------- -------
Contract Seller or any such Person against any liability that would otherwise be
imposed by reason of its willful misconduct, or gross negligence; provided,
--------
further that this provision shall not protect the Servicer or any such Person
- -------
against any liability that would otherwise be imposed by reason of its willful
misconduct or gross negligence. The Contract Seller, the Servicer and any of
their members, shareholders, directors, officers, employees or agents may rely
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. Neither the Contract Seller
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action which arises under this Agreement (other than in connection
with the enforcement of any Contract in accordance with this Agreement) and
which in its opinion may involve it in any expenses or liability; provided,
--------
however, that the Servicer may in its discretion undertake any such other legal
- -------
action which it may deem necessary or desirable in respect to this Agreement and
the rights and duties of the parties hereto. In such event, the legal expenses
and costs of such other legal action and any liability resulting therefrom shall
be expenses, costs and liabilities payable from the Certificate Account, and the
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 5.03.
Section 7.06 Assignment by Servicer.
----------------------
Notwithstanding any provision to the contrary in this Agreement without
the consent of the Trustee or any Certificateholder, the Servicer may, with the
consent of the Insurer (provided that if an Insurer Default has occurred and is
continuing, no consent of the Insurer needs to be obtained), which consent shall
not be unreasonably withheld, assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person shall execute and
--------
deliver to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Agreement;
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and further provided that each Rating Agency's rating of any Class of the
------- --------
Certificates in effect immediately prior to such assignment and delegation will
not be withdrawn or reduced as a result of such assignment and delegation, as
evidenced by a letter from each Rating Agency. In the case of any such
assignment and delegation, the Servicer shall be released from its obligations
under this Agreement, except that the Servicer shall remain liable for all
liabilities and obligations incurred by it as Servicer hereunder prior to the
satisfaction of the conditions to such assignment and delegation.
Section 7.07 Successor to the Servicer.
-------------------------
In connection with the termination of the Servicer's responsibilities and
duties under this Agreement pursuant to Section 8.01, the Trustee shall (i)
succeed to and assume all of the Servicer's responsibilities, rights, duties and
obligations under this Agreement (except the duty to pay and indemnify the
Trustee pursuant to Section 9.05 hereof), or (ii) with the consent of the
Contract Seller and the Insurer (provided that if an Insurer Default has
occurred and is continuing, no consent of the Insurer needs to be obtained),
which consent shall not be unreasonably withheld, appoint a successor which
shall have a net worth of not less than $50,000,000 and shall have serviced for
at least one year prior to such appointment a portfolio of not less than
$100,000,000 principal balance of manufactured housing installment sale
contracts or installment loans and which shall succeed to all rights and assume
all of the responsibilities, duties and liabilities of the Servicer under this
Agreement prior to the termination of the Servicer's responsibilities, duties
and liabilities under this Agreement (except that the duty to pay and indemnify
the Trustee pursuant to Section 9.05 hereof shall be subject to negotiation at
the time of such appointment). If the Trustee has become the successor to the
Servicer in accordance with this Section 7.07, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act, appoint,
or petition a court of competent jurisdiction to appoint, a successor satisfying
the requirements set out in clause (ii) above. In connection with any
appointment of a successor Servicer, the Trustee may make such arrangements for
the compensation of such successor out of payments on Contracts as it and such
successor shall agree or such court shall determine; provided, however, that the
-------- -------
Monthly Servicing Fee shall not be in excess of a monthly amount equal to 1/12th
of the product of 1% and the Pool Principal Balance for the Distribution Date in
respect of which such compensation is being paid without the consent of all of
the Certificateholders and notice to each Rating Agency. If the Servicer's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to Section 7.06 or 8.01, the Servicer shall discharge such
duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, shall cooperate with the Trustee and any successor Servicer in
effecting the termination of the Servicer's responsibilities and rights
hereunder, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The assignment by a Servicer
pursuant to Section 7.06 or removal of Servicer pursuant to Section 8.01 shall
not become effective until a successor shall be appointed pursuant to this
Section 7.07 and shall in no event relieve the Contract Seller of liability
pursuant to Section 3.05 for breach of the representations and warranties made
pursuant to Section 3.02 or 3.03. The Servicer being terminated pursuant to
Section 8.01 or Section 7.06 shall bear all costs of a transfer of servicing
therefrom, including but not limited to those of the Trustee reasonably
allocable to specific
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employees and overhead, legal fees and expenses, and costs of amending the
Agreement, if necessary.
Any successor appointed as provided herein shall execute, acknowledge and
deliver to the Servicer and to the Trustee an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer, with like effect as if originally named as a party to this Agreement
and the Certificates. Any assignment by or termination of the Servicer pursuant
to Section 7.06 or 8.01 or the termination of this Agreement pursuant to Section
10.01 shall not affect any claims that the Trustee may have against the Servicer
arising prior to any such termination or resignation.
The Servicer shall timely deliver to the successor the funds in the
Certificate Account and REO Account and all Contract Files, Land Home Contract
Files and related documents and statements held by it hereunder and the Servicer
shall account for all funds and shall execute and deliver such instruments and
do such other things as reasonably may be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer. Without
limitation, the Trustee is authorized and empowered to execute and deliver on
behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments (including transfer instruments in respect of certificates
of title and financing statements relating to the Manufactured Homes), and to do
any and all acts or things necessary or appropriate to effect the purposes of
such notice of termination.
Upon a successor's acceptance of appointment as such, the Trustee shall
notify in writing the Certificateholders and each Rating Agency of such
appointment.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.01 Events of Default.
-----------------
In case one or more of the following Events of Default shall occur and be
continuing, that is to say:
(a) any failure by the Servicer to make any deposit or payment, or to
remit to the Trustee any payment, required to be made under the terms of this
Agreement which continues unremedied for a period of five days after the date
upon which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or to the Servicer, the
Trustee by the Holders of Certificates evidencing Fractional Interests
aggregating not less than 25%; or
(b) failure on the part of the Servicer duly to observe or perform in
any material respect any other of the covenants or agreements on the part of the
Servicer set forth in this Agreement, including the failure to deliver a Monthly
Report, which continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee or to the Servicer, the
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Trustee and the Contract Seller by the Holders of Certificates evidencing
Fractional Interests aggregating not less than 25%; or
(c) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding-
up or liquidation of its affairs, shall have been entered against the Servicer,
and such decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(d) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Servicer or
of or relating to all or substantially all of the Servicer's property; or
(e) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations or
take any corporate action in furtherance of the foregoing;
then, and in each and every such case, so long as such Event of Default shall
not have been cured or waived, the Trustee may with the consent of the Insurer
(which consent shall not be unreasonably withheld; provided that if an Insurer
Default has occurred and is continuing, no such consent needs to be obtained),
and the Trustee shall at the written direction of (i) the Insurer so long as no
Insurer Default has occurred and is continuing or (ii) if an Insurer Default has
occurred and is continuing, the Holders of Certificates evidencing Fractional
Interests aggregating not less than 51% by notice in writing to the Servicer,
terminate all the rights and obligations of the Servicer under this Agreement
and with respect to Contracts and the proceeds thereof, except any
responsibility for its acts or omissions during its tenure as Servicer
hereunder. The Trustee shall send a copy of a notice of any Event of Default to
each Rating Agency, the Insurer and the Contract Seller. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Contracts or
otherwise, shall pass to and be vested in the successor appointed pursuant to
Section 7.07. Upon the occurrence of an Event of Default which shall not have
been remedied, the Trustee may also pursue whatever rights it may have at law or
in equity to damages, including injunctive relief and specific performance. The
Trustee will have no obligation to take any action or institute, conduct or
defend any litigation under this Agreement at the request, order or direction of
any of the Certificateholders or the Insurer unless such Certificateholders or
the Insurer have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which the Trustee may incur.
Section 8.02 Waiver of Defaults.
------------------
The Insurer or the Holders of Certificates evidencing Fractional Interests
aggregating not less than 25% may waive any default by the Servicer in the
performance of its obligations hereunder and its consequences, except that a
default in the making of any required remittance to
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the Trustee for distribution on any of the Certificates may be waived only by
the affected Certificateholders. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.
Section 8.03 Trustee to Act, Appointment of Successor.
----------------------------------------
On and after the time the Servicer receives a notice of termination
pursuant to Section 8.01 or 8.07, the Trustee or its appointed agent shall be
the successor in all respects to the Servicer as provided in Section 7.07
hereof. Notwithstanding the above, or anything in Section 7.07 to the contrary,
the Trustee, if it becomes Servicer pursuant to this Section, shall have no
responsibility or obligation (i) to repurchase or substitute any Contract, (ii)
for any representation or warranty of the Servicer hereunder, and (iii) for any
act or omission of either a predecessor or successor Servicer other than the
Trustee. The Trustee may conduct any activity required of it as Servicer
hereunder through an Affiliate or through an agent. Neither the Trustee nor any
other successor Servicer shall be deemed to be in default hereunder due to any
act or omission of a predecessor Servicer, including but not limited to failure
to timely deliver to the Trustee any Monthly Report, any funds required to be
deposited to the Trust Fund, or any breach of its duty to cooperate with a
transfer of servicing as required by Section 7.07.
Section 8.04 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination pursuant to Section 8.01 or 8.07, the
Trustee shall give prompt written notice thereof to the Contract Seller, the
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 8.05 Effect of Transfer.
------------------
(a) After a transfer of servicing duties to a successor Servicer
pursuant to Section 7.04, 7.06, 7.07, 8.01 or 8.07, the Trustee or the successor
Servicer may notify Obligors to make payments that are due under the Contracts
after the effective date of the transfer of servicing duties directly to the
successor Servicer.
(b) After the transfer of servicing duties to a successor Servicer
pursuant to Section 7.04, 7.06, 7.07, 8.01 or 8.07, the replaced Servicer shall
have no further obligations with respect to the management, administration,
servicing or collection of the Contracts, but in the case of a transfer pursuant
to Section 7.07, 8.01 or 8.07 shall remain liable for any liability arising from
the replaced Servicer's actions hereunder and shall remain entitled to any
compensation due the replaced Servicer that had already accrued prior to such
transfer.
(c) A transfer of servicing duties to a successor Servicer shall not
affect the rights and duties of the parties hereunder (including but not limited
to the indemnities of the
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Servicer pursuant to Article VII), other than those relating to the management,
administration, servicing or collection of the Contracts.
Section 8.06 Transfer of the Account.
-----------------------
Notwithstanding the provisions of Section 8.01 or 8.07, if the Certificate
Account shall be maintained with the Servicer or an Affiliate of the Servicer
and an Event of Default shall occur and be continuing, the Servicer, after five
days' written notice from the Trustee, or in any event within ten days after the
occurrence of the Event of Default, shall establish a new account, which shall
be an Eligible Account, conforming with the requirements of this Agreement, at
the trust department of the Trustee or with a depository institution other than
the Servicer or an Affiliate of the Servicer, and shall promptly transfer all
funds in the Certificate Account to such new Certificate Account, which shall
thereafter be deemed the Certificate Account for the purposes hereof.
Section 8.07 Servicer Termination Events.
---------------------------
If one or more of the following Servicer Termination Events shall occur and
be continuing with respect to a Distribution Date:
(a) the Current Realized Loss Ratio as of any Distribution Date
exceeds 3.5%; or
(b) the Cumulative Realized Losses as of such Distribution Date
exceed (a) if such Distribution Date is from and including January 2000 and up
to and including December 2003, 9.00% of the Cut-Off Date Pool Principal
Balance, (b) if such Distribution Date is from and including January 2004 and up
to and including December 2004, 11.00% of the Cut-Off Date Pool Principal
Balance, (c) if such Distribution Date is from and including January 2005 and up
to and including December 2005, 12.50% of the Cut-Off Date Pool Principal
Balance, (d) if such Distribution Date is from and including January 2006 and up
to and including December 2006, 13.50% of the Cut-Off Date Pool Principal
Balance, and (e) if such Distribution Date is on or after January 2007, 15.50%
of the Cut-Off Date Pool Principal Balance; or
(c) GreenPoint Bank no longer directly or indirectly owns 100% of
GreenPoint; or
(d) GreenPoint sells a substantial portion of its manufactured
housing servicing operations without the prior written consent of the Insurer;
or
(e) the Servicer contracts with a subservicer to service the
Contracts without the prior written consent of the Insurer; or
(f) GreenPoint Bank fails to maintain the capital standards
established for "well capitalized" institutions under the prompt corrective
action regulations issued pursuant to the Federal Deposit Insurance Corporation
Improvement Act of 1991, as amended; or
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(g) GreenPoint Bank or any of its Affiliates (a) fail to pay any
principal of or premium or any interest on its debt which is outstanding in the
principal amount of at least $1,000,000 when due, subject to the applicable
grace period, if any, specified in the agreement or other instrument relating to
such debt and (b) if the effect of such event is to accelerate the maturity and
repayment of such debt before the stated maturity thereof;
then, in each and every such case, and so long as no Insurer Default has
occurred and is continuing, the Insurer may review the operations of the
Servicer and, in its sole discretion remove the Servicer. Upon such removal the
provisions of Sections 8.03, 8.04, 8.05 and 8.06 shall apply. Neither the
Trustee nor the Certificateholders shall be able to remove the Servicer if a
Servicer Termination Event has occurred.
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01 Duties of Trustee.
-----------------
The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are set forth specifically in
this Agreement. In case an Event of Default has occurred of which a Responsible
Officer has knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs,
unless it is acting as Servicer pursuant to Section 8.03 in which case it will
use the same degree of care and skill as the Servicer.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are required specifically to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
-------- -------
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may rely conclusively, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Agreement;
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(ii) The Trustee shall not be liable personally for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and
(iii) The Trustee shall not be liable personally with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Insurer or Holders of Certificates
evidencing Fractional Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Agreement.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties as Trustee hereunder or in the
exercise of any of its rights or powers if there is reasonable ground for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
The Trustee shall have no liability for any loss on any Eligible Investment
except and only to the extent that it is an obligor thereon.
Section 9.02 Certain Matters Affecting the Trustee.
-------------------------------------
Except as otherwise provided in Section 9.01:
(a) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(b) The Trustee may consult with counsel, and any written advice of
its counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;
(c) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders or the Insurer pursuant to the
provisions of this Agreement, unless such Certificateholders or the Insurer
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
(d) The Trustee shall not be liable personally for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the computations,
facts or matters stated in any resolution,
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certificate, statement, instrument, opinion, report, any Monthly Report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by the Holders of Certificates evidencing
Fractional Interests aggregating not less than 25%; provided, however, that if
-------- -------
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to such
proceeding. The reasonable expense of every such examination shall be paid by
the Servicer, if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholders requesting the investigation;
(f) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that any Affiliate of the Contract Seller may only
-------- -------
perform ministerial or custodial duties hereunder as agent for the Trustee; and
(g) The Trustee shall examine any directions, notices or other
communications received from the Servicer, the Contract Seller, the Insurer or
any Certificateholder (or agent thereof) to determine if such directions,
notices or other communications appear on their face to have been made and to
otherwise be in accordance with the requirements of this Agreement. As long as
the Trustee has acted in good faith and has not been negligent in making
determinations required by this Section 9.02(g), the Trustee may conclusively
rely on such directions, notices or other communications and shall incur no
liability hereunder for complying with, or assuming the truth of the statements
contained in, any such direction, notice or other communication.
Section 9.03 Trustee not Liable for Certificates or Contracts.
------------------------------------------------
The recitals contained herein and in the Certificates (other than the
authentication of the Certificates) shall be taken as the statements of the
Contract Seller or the Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement, of the
Certificates (except that the Certificates shall be duly and validly
authenticated by it) or of any Contract or related document. The Trustee shall
not be accountable for the use or application by the Contract Seller or the
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Contract Seller or the
Servicer in respect of the Contracts or deposited in or withdrawn from the
Certificate Account by the Servicer.
Section 9.04 Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact business with the other parties hereto
with the same rights it would have if it were not Trustee.
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Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent
----------------------------------------------------------
and Certificate of Administrator.
- --------------------------------
The Servicer covenants and agrees to pay, from its own funds, to the
Trustee, the Paying Agent and the Certificate Administrator from time to time,
and the Trustee, the Paying Agent and the Certificate Administrator shall each
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and the Servicer will pay (out of its own funds) or reimburse the
Trustee, the Paying Agent and the Certificate Administrator, to the extent
requested by the Trustee, the Paying Agent or the Certificate Administrator, as
the case may be, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee, the Paying Agent or the Certificate
Administrator, as the case may be, in accordance with any of the provisions of
this Agreement, and the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee in connection with the appointment of an
office or agency pursuant to Section 9.11, except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Servicer also
covenants and agrees to indemnify (out of its own funds) the Trustee, the Paying
Agent and the Certificate Administrator for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee, the Paying Agent or the Certificate Administrator,
as the case may be, arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
covenants in this Section 9.05 shall be for the benefit of the Trustee, the
Paying Agent and the Certificate Administrator in their respective capacities as
Trustee, Certificate Administrator, Paying Agent and Certificate Registrar
hereunder, and shall survive the termination of this Agreement.
Section 9.06 Eligibility Requirements for Trustee.
------------------------------------
There shall at all times be a Trustee hereunder which shall be qualified to
maintain an Eligible Account and shall be either (a) Bank One, National
Association ("Bank One") or any other Person into which Bank One is merged or
consolidated or to which substantially all of the properties and assets of Bank
One are transferred as an entirety, provided that such other Person has accepted
--------
appointment as Trustee under this Agreement in accordance with this Article IX,
and further provided that such entity is not an Affiliate of the Contract
------- --------
Seller, is authorized to exercise corporate trust powers under the laws of the
United States of America, any State thereof or the District of Columbia and has
all necessary trust powers to perform its obligations hereunder, or (b) a
corporation or banking association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, and subject to supervision or
examination by Federal or State authority, and which is not an Affiliate of the
Contract Seller; further provided that either (i) such entity has long-term debt
------- --------
rated at least A3 by Moody's, BBB by S&P or the equivalent by any nationally
recognized statistical rating organization, or (ii) each Rating Agency provides
a letter to the effect that such appointment will not affect the then current
ratings of the Certificates. If the
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corporation or banking association referred to in clause (b) of the previous
sentence publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section 9.06, the combined capital and surplus of such
corporation or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
addition, the Trustee shall maintain an office in New York. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 9.06, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article IX.
Section 9.07 Resignation and Removal of the Trustee.
--------------------------------------
The Trustee at any time may resign and be discharged from the trusts hereby
created by giving written notice thereof to the Contract Seller, the Servicer,
the Insurer and each Rating Agency. Upon receiving such notice of resignation,
the Contract Seller, with the consent of the Insurer which consent shall not be
unreasonably withheld (provided that if an Insurer Default has occurred and is
continuing, no such consent needs to be obtained) shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Contract Seller, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Contract
Seller may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee and the
Certificateholders.
The Holders of Certificates evidencing Fractional Interests aggregating not
less than 50% may remove the Trustee at any time and appoint a successor trustee
reasonably satisfactory to the Insurer (provided that if an Insurer Default has
occurred and is continuing, no consent of the Insurer needs to be obtained) by
written instrument or instruments, in triplicate, signed by such
Certificateholders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Contract Seller, one complete set
to the Trustee so removed and one complete set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 9.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 9.08.
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Section 9.08 Successor Trustee.
-----------------
Any successor trustee appointed as provided in Section 9.07 shall execute,
acknowledge and deliver to the Contract Seller and to its predecessor trustee,
with a copy to the Servicer, an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee and the
appointment of such successor trustee shall become effective, and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall execute and deliver such instruments and do such other
things as reasonably may be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations.
No successor trustee shall accept appointment as provided in this Section
9.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 9.06.
Upon acceptance of appointment by a successor trustee as provided in this
Section 9.08, the Servicer shall mail notice of the succession of such trustee
hereunder to all Certificateholders at their addresses as shown in the
Certificate Register, to the Contract Seller and each Rating Agency. If the
Servicer fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Servicer.
Section 9.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided such corporation shall be eligible under the
--------
provisions of Section 9.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. Upon succession of a successor trustee as provided in
this Section 9.09, the successor Trustee shall mail notice of the succession of
such trustee hereunder to all Certificateholders at their addresses as shown in
the Certificate Register, to the Servicer, the Contract Seller and each Rating
Agency.
Section 9.10 Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
Notwithstanding any other provisions hereof, at any time, for the purpose
of (i) meeting any legal requirements of any jurisdiction in which any part of
the Trust Fund or property securing the same may be located at the time, or (ii)
meeting any legal requirements with respect to the holding of the Contracts, the
Contract Seller and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
9.10, such powers, duties, obligations, rights and trusts as the Contract
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Seller and the Trustee may consider necessary or desirable. If the Contract
Seller shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 9.06
hereunder, and no notice to Certificateholders of the appointment of co-
trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 9.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that, under any law of any jurisdiction in which any particular
act or acts are to be performed or under any regulation applicable to any of the
Contracts (whether as Trustee hereunder or as successor to the Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-
trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, appoint the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. Nothing in this Section 9.10 shall relieve the Trustee of
its duties, obligations or liabilities under this Agreement.
Section 9.11 Appointment of Office or Agency.
-------------------------------
The Trustee will appoint an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates First Chicago Trust Company of New York, located at
14 Wall Street, New York, New York, for such purpose. The Certificate Register
will be kept in Chicago, Illinois at the offices of the Certificate Registrar
located at the Corporate Trust Office and may be kept in an electronic form
capable of printing out a hard copy of the Certificate Register. The Trustee
will maintain an office at the address stated in Section 11.05 hereof where
notices and demands to or upon the Trustee in respect of the Certificates may be
served. The Trustee will give prompt written notice
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to Certificateholders of any change in the location of the Certificate Register
or any such office or agency.
Section 9.12 Certificate Administrator.
-------------------------
The Trustee may, from time to time, appoint a Certificate Administrator for
the purpose of performing, as the Trustee's agent, those duties hereunder that
are specifically designated herein as performable by the Certificate
Administrator; provided, however, that the Certificate Administrator shall at
-------- -------
all times satisfy the eligibility requirements of a Trustee set forth in Section
9.06. As of the Closing Date, the Trustee shall be the Certificate Administrator
unless and until the Trustee appoints a successor Certificate Administrator. In
performing its duties hereunder, the Certificate Administrator (if not the
Trustee) shall have the benefit of the provisions of this Agreement to the same
extent that the Trustee would have the benefit of such provisions if the Trustee
were itself performing such duties. The Certificate Administrator (including the
Trustee solely in its capacity as Certificate Administrator) shall not have any
fiduciary responsibility to the Contract Seller, the Servicer or the
Certificateholders except when acting as Paying Agent. Additionally, the
Certificate Administrator shall be entitled to rely upon all directions,
calculations and other information received by the Contract Seller, the Trustee
or the Servicer without any duty to independently verify such directions,
calculations or other information.
Section 9.13 Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 5.02 and payments
pursuant to 3.17 and 9.01(c). Any Paying Agent or its parent company so
appointed either shall be a bank or trust company and shall have a rating
acceptable to each Rating Agency. In the event of any such appointment, on or
prior to each Distribution Date, the Trustee shall deposit or cause to be
deposited with the Paying Agent, from amounts in the Certificate Account, a sum
sufficient to make the payments to Certificateholders in the amounts and in the
manner provided for in Section 5.02, such sum to be held in trust for the
benefit of the Certificateholders. The Trustee is hereby initially appointed as
Paying Agent.
In performing its duties hereunder, the Paying Agent shall have the benefit
of the provisions of this Agreement to the same extent that the Trustee would
have the benefit of such provisions if the Trustee were itself performing such
duties. Additionally, the Paying Agent shall be entitled to rely upon all
information received from the Servicer without any duty to independently verify
or recalculate any such information.
The Trustee shall cause the Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent is at all times acting as agent for the Trustee and such
Paying Agent will hold all sums held by it for the payment to Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders.
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Section 9.14 Determination of LIBOR; Auction Procedures
------------------------------------------
On each LIBOR Determination Date (or if such date is not a Business Day, on
the next succeeding Business Day), the Trustee shall determine LIBOR for the
following Interest Accrual Period in effect on such LIBOR Determination Date and
shall inform the Servicer of such rate. The Trustee agrees to comply with the
terms of the Auction Procedures as such terms relate to the Trustee.
ARTICLE X
TERMINATION
Section 10.01 Termination.
-----------
(a) The respective obligations and responsibilities of the
Contract Seller, the Servicer (except as to Section 9.05) and the Trustee shall
terminate upon the earlier of: (i) the final payment or other liquidation (or
any advance with respect thereto) of the last Contract or the disposition of all
property acquired upon repossession of any Contract and the remittance of all
funds due hereunder; (ii) at the option of the Servicer, on any Distribution
Date after the Optional Termination Date and subject to the prior consummation
of the Termination Auction as contemplated pursuant to Section 10.01(b) below,
upon the purchase by the Servicer of the Outstanding Contracts at a price equal
to the greater of (a) the sum of (x) 100% of the Scheduled Principal Balance of
each Contract (other than any Contract as to which the related Manufactured Home
has been acquired and not yet disposed of and whose fair market value is
included pursuant to Clause (y) below) as of the final Distribution Date, and
(y) the fair market value of such acquired property (as determined by the
Servicer as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 10.01(c)(i)), and (b) the aggregate fair
market value (as determined by the Servicer as of the close of business on such
third Business Day) of all the assets in the Trust Fund, plus, in the case of
both clause (a) and clause (b), an amount sufficient to pay any Class A-1 Unpaid
Interest Shortfall and Class A-2 Unpaid Interest Shortfall and the remittance of
all funds due hereunder; provided, however, that if any Enhancement Payment has
-------- -------
been made and not yet reimbursed, the Servicer (or the Holders of the Class R
Certificates) may only exercise this option with the consent of the Insurer,
provided, further, that the purchase price of such Contracts shall in no event
- -------- -------
be less than the Minimum Termination Amount as of the Distribution Date on which
the Servicer purchases such Contracts; (iv) the purchase of the Contracts by the
Holders of the Class R Certificates as described below or (v) the sale of all
Contracts that remain outstanding, pursuant to a Termination Auction as
contemplated by Section 10.01(b) below and the remittance of all funds due
hereunder. If the Servicer does not exercise its option, the Holders of the
Class R Certificates, on any Distribution Date after the Optional Termination
Date and subject to the prior consummation of the Termination Auction as
contemplated pursuant to Section 10.01(b) below, may purchase the Outstanding
Contracts at a price equal to the greater of (a) the sum of (x) 100% of the
Scheduled Principal Balance of each Contract (other than any Contract as to
which the related Manufactured Home has been acquired and not yet disposed of
and whose fair market value is included pursuant to clause (y) below) as of the
final Distribution Date, and (y) the fair market value of such acquired property
(as determined by the Servicer as of the close of business on the
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third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to Section 10.01(c)(i)),
and (b) the aggregate fair market value (as determined by the Servicer as of the
close of business on such third Business Day) of all the assets in the Trust
Fund, plus, in the case of both clause (a) and clause (b), an amount sufficient
to pay any Class A-1 Unpaid Interest Shortfall and Class A-2 Unpaid Interest
Shortfall, and any Enhancement Payments made by the Insurer but not yet
reimbursed and the remittance of all funds due hereunder, provided, that the
--------
purchase price of such Contracts shall in no event be less than the Minimum
Termination Amount as of the Distribution Date on which the Holders of the Class
R Certificates purchase such Contracts. Notwithstanding anything herein to the
contrary, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof; and provided further that if the Trust Fund is
-------- -------
dissolved prior to the termination of the Certificate Insurance Policy, the
Trustee shall retain possession of Certificate Insurance Policy as collateral
agent for the benefit of the Certificateholders, and if any amount previously
distributed in accordance with Section 5.02(a) is thereafter required to be paid
under the Certificate Insurance Policy, the Trustee as collateral agent shall
make a claim under the Certificate Insurance Policy for such amount in
accordance with Section 5.08 and distribute such amount as required under the
Certificate Insurance Policy.
(b) Termination Auction. The Servicer shall provide written notice to
-------------------
the Trustee of the occurrence of the Distribution Date as of which the Pool
Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal
Balance within three Business Days following such Distribution Date. If neither
the Servicer or the Class R Certificateholders exercises their option to
purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in
accordance with the procedures and schedule set forth in Exhibit J hereto (the
---------
"Termination Auction Procedures"), make a commercially reasonable effort to sell
at fair market value in a commercially reasonable manner and upon commercially
reasonable terms but subject to the earlier purchase by the Servicer of the
Outstanding Contracts as provided in Section 10.01(a) above, by conducting an
auction (the "Termination Auction") of the Contracts remaining in the Trust Fund
in order to effect a termination of the Trust Fund on a date selected by the
Trustee (the "Auction Termination Date"), but in any case within ninety days
following the Distribution Date as of which the Pool Scheduled Principal Balance
is less than 10% of the Cut-Off Date Pool Principal Balance. The Contract
Seller (if GreenPoint is not the Servicer) may, but shall not be required to,
bid at the Termination Auction. The Trustee shall be entitled to retain counsel
of its choice to represent it in the Termination Auction, and the fees and
expenses of such counsel shall be paid by the Servicer. The Trustee shall sell
and transfer the Contracts to the highest bidder therefor at the Termination
Auction provided that:
(1) the Termination Auction has been conducted in
accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids for the
Contracts from at least two prospective purchasers that are considered by the
Trustee, in its sole discretion, to be competitive participants in the market
for manufactured housing installment sale contracts; provided, that at least one
--------
of such prospective purchasers shall not be an Affiliate of the Contract Seller;
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(3) a financial advisor selected by the Trustee, the
fees of whom shall be an expense of the Servicer, as advisor to the Trustee (in
such capacity, the "Advisor"), shall have advised the Trustee in writing that at
least two of such bidders are participants in the market for manufactured
housing retail installment sale contracts and are willing and able to purchase
the Contracts (the Trustee may in its discretion select itself or an affiliate
thereof as Advisor);
(4) the highest bid in respect of the Contracts is not
less than the aggregate fair market value of the Contracts (as determined by the
Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any
Affiliate of the Contract Seller shall be independently verified and represented
in writing by a qualified independent third party evaluator (which may include
the Advisor or an investment banking firm) selected by the Trustee and may only
be considered if such evaluator determines that the bid reasonably represents
the fair market value of the Contracts;
(6) the highest bid would result in proceeds from the
sale of the Contracts which will be at least equal to the Minimum Termination
Amount plus any unreimbursed Enhancement Payment;
(7) such sale and consequent termination of the Trust
Fund must constitute a "qualified liquidation" of the Trust Fund under Section
860F of the Code, including the requirement that the proceeds of such qualified
liquidation are credited or distributed to the holders of regular residual
interests within 90 days from the date upon which the Trust Fund adopts a plan
of complete liquidation (the Trustee may, in its discretion, require that the
purchaser of such Contracts provide an Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made
available to all bidders and must stipulate that the Servicer be retained to
service the Contracts on terms substantially similar to those in this Agreement.
Provided that all of the conditions set forth in clauses (1) through (8)
have been met, the Trustee shall sell and transfer the Contracts, without
representation, warranty or recourse of any kind whatsoever, to such highest
bidder in accordance with and upon completion of the Termination Auction
Procedures. The Trustee shall deposit the purchase price for the Contracts in
the Certificate Account at least one Business Day prior to the fourth
Distribution Date following the Optional Termination Date. The provisions of
subsections (c) and (d) of this Section 10.01 also shall apply with respect to
any Termination Auction. In the event that any of such conditions are not met or
such highest bidder fails or refuses to comply with any of the Termination
Auction Procedures, the Trustee shall decline to consummate such sale and
transfer. In such case the Termination Auction shall be concluded and the
Trustee shall be under no further duty to solicit bids for or otherwise to
attempt to sell the Contracts.
(c) (i) Notice of any termination, specifying the Distribution Date
upon which all Certificateholders may surrender their Certificates to the
Trustee for payment and cancellation, shall be given promptly by the Servicer by
letter to the Certificateholders, the
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Insurer, the Trustee, the Contract Seller and each Rating Agency mailed no later
than the 10th day of the month next preceding the month of such final
distribution, specifying (i) the Distribution Date upon which final payment on
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein designated, (ii) the amount of any
such final payment, and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office or agency of the Trustee therein
specified. After giving such notice, the Trustee shall not register the transfer
or exchange of any Certificates. If such notice is given in connection with the
Servicer's election to purchase, the Servicer shall deposit in the Certificate
Account on the Business Day prior to the applicable Distribution Date the amount
described in Section 10.01(a)(ii). The amount so deposited shall not be
invested.
(ii) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed, from funds in the Certificate
Account, to Certificateholders, in proportion to their respective
Percentage Interests, an amount equal to (a) as to the Class A-1
Certificates, the Class A-1 Certificate Balance together with the Class A-1
Unpaid Interest Shortfall and one month's interest at the Class A-1 Pass-
Through Rate on the Class A-1 Certificate Balance, and (b) as to the Class
A-2 Certificates, the Class A-2 Certificate Balance together with the Class
A-2 Unpaid Interest Shortfall and one month's interest at the Class A-2
Pass-Through Rate on the Class A-2 Certificate Balance.
(iii) Upon such termination, any amounts remaining in the Certificate
Account (other than amounts retained to meet claims) shall be paid to the
Class R Certificateholders. Following such final deposit, the Servicer
shall prepare and the Trustee shall execute all assignments, endorsements
and other instruments necessary to effectuate such transfer. The
distribution on the final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in
respect of the Certificates and the Class R Certificate.
(d) If any Certificateholder does not surrender its Certificate for
cancellation by the final Distribution Date specified in the written notice
required in Section 10.01(c)(i), any amounts retained in the Certificate Account
that are owed to such Certificateholder shall be withdrawn from the Certificate
Account and held in an escrow account with the Trustee pending distribution
pursuant to this Section 10.01(d). Any amounts so held shall not be invested.
The Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within two years after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee shall so notify the Contract Seller and the Contract
Seller may take appropriate steps, or may appoint an agent to take appropriate
and reasonable steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of, and
only to the extent of, the funds and other assets which remain in trust
hereunder.
Upon any termination pursuant to the exercise of the purchase option
contained in Section 10.01(a)(ii), the consummation of a sale pursuant to a
Termination Auction or otherwise, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the Trustee has
received an Opinion of Counsel to the effect that the failure of the Trust
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Fund to comply with the requirements of this Section 10.01 will not (i) result
in the imposition of taxes on "prohibited transactions" of the Trust Fund as
described in Section 860F of the Code, (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding, or (iii)
result in the imposition of taxes on contributions of additional assets to the
Trust Fund under Section 860G(d) of the Code:
(i) Within 90 days prior to the final Distribution Date set forth
in the notice given by the Servicer or the Trustee under this Section 10.01, the
Holders of the Class R Certificates shall adopt a plan of complete liquidation
of the Trust Fund;
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Servicer as
agent of the Trustee shall sell all of the assets of the Trust Fund to the
purchaser thereof (which may be the Servicer) for cash (other than assets that
will be converted to cash prior to the final Distribution Date); and
(iii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Trustee shall
credit or distribute all proceeds of the liquidation (plus the cash), less
assets retained to meet claims, to the Certificateholders.
By its acceptance of a Class R Certificate, each Holder thereof hereby agrees to
adopt such a plan of complete liquidation upon the written request of the
Servicer and to take such other action in connection therewith as may be
reasonably requested by the Contract Seller.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
---------
This Agreement may be amended from time to time by the Contract Seller, the
Servicer and the Trustee, with the consent of the Insurer, which consent shall
not be unreasonably withheld (provided that if an Insurer Default has occurred
and is continuing, no such consent needs to be obtained) without the consent of
any of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or
supplement any provisions herein, (iii) to add to the duties or obligations of
the Servicer, (iv) to obtain a rating from a nationally recognized rating agency
or to maintain or improve the ratings of any Class of Certificates by each
Rating Agency (it being understood that after obtaining ratings for the
Certificates from Moody's and S&P, none of the Trustee, the Contract Seller or
the Servicer is obligated to obtain, maintain or improve any rating assigned to
the Certificates) or (v) to make such other provisions with respect to matters
or questions arising under this Agreement, as shall not be inconsistent with any
other provisions herein; provided that such action shall not, as evidenced by an
--------
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder. Notwithstanding the foregoing, without the consent of the
Certificateholders, the Trustee, the Contract Seller, the Insurer, which consent
shall not be unreasonably withheld (provided that if an Insurer Default has
occurred and is continuing, no such Insurer consent needs to be obtained) and
the Servicer may at any time and from time to time amend this Agreement to
modify, eliminate or add to any
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<PAGE>
of its provisions to such extent as shall be necessary or appropriate to
maintain the qualification of the Trust Fund as a REMIC under the Code or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund at any time
prior to the final redemption of the Certificates, provided that the Trustee has
been provided an Opinion of Counsel, which opinion shall be an expense of the
party requesting such opinion but in any case shall not be an expense of the
Trustee, to the effect that such action is necessary or appropriate to maintain
such qualification or to avoid or minimize the risk of the imposition of such a
tax.
This Agreement may also be amended from time to time by the Contract
Seller, the Servicer and the Trustee with the consent of the Insurer, which
consent shall not be unreasonably withheld (provided that if an Insurer Default
has occurred and is continuing, no such consent needs to be obtained) and with
the consent of the Holders of a Majority In Interest of each Class of Regular
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
--------
however, that no such amendment shall (i) reduce in any manner the amount of, or
- -------
delay the timing of, payments required to be distributed on any Certificate
without the consent of the Holder of such Certificate, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
in a manner other than as described in (i), without the consent of the Holders
of Certificates of such Class evidencing, as to such Class, Percentage Interests
aggregating 66% or (iii) reduce the aforesaid percentages of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel, which opinion shall be an expense of the party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not cause the imposition of any
tax on the Trust Fund or the Certificateholders or cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder, the
Insurer and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any
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<PAGE>
material respect the interests of any Certificateholder or (B) the conclusion
set forth in the immediately preceding clause (A) is not required to be reached
pursuant to this Section 11.01.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Contracts are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer at its expense.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Governing Law.
-------------
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 11.04 Calculations.
------------
Except as otherwise provided in this Agreement, all Pass-Through Rate,
interest rate and basis point calculations under this Agreement will be made
with respect to the Class A Certificates on the basis of the actual number of
days elapsed during the related Interest Accrual Period and a 360-day year and
will be carried out to at least three decimal places. Interest on the Regular
Certificates with respect to a Distribution Date will accrue during the related
Interest Accrual Period.
Section 11.05 Notices.
-------
(a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which it has
actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee and
the appointment of any successor or any assignment of this Agreement pursuant to
Section 7.06;
4. The repurchase or substitution of Contracts pursuant to Section
3.05;
5. The final payment to Certificateholders;
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<PAGE>
6. A sale of any Class R Certificate; and
7. Any shortfalls arising from the failure of the Servicer to
advance as required pursuant to Section 5.01 hereof.
In addition, the Servicer shall promptly furnish to each Rating Agency
copies of the following:
1. Each report to Certificateholders described in Section 5.07;
2. Each annual statement as to compliance described in Section 4.20;
and
3. Each annual independent public accountants' servicing report
described in Section 4.21.
All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given when delivered to (a) in the case of the
Contract Seller and the Servicer: GreenPoint Credit, LLC, 10089 Willow Creek
Road, San Diego, California 92131, Attention: Manager, Investor Servicing (or
such other address as may be hereafter furnished to the Contract Seller, the
Insurer and the Trustee by the Servicer in writing), with copies to Howard
Bluver, Esq., GreenPoint Bank, 90 Park Avenue, New York, New York 10016, (b) in
the case of the Trustee, Bank One, National Association, 1 Bank One Plaza, Suite
IL1-0126, Chicago, Illinois 60670-0126, Attention: Donna Fanning or such other
address as the Trustee may hereafter furnish to the Contract Seller, the Insurer
and the Servicer; (c) in the case of the Insurer, MBIA Insurance Corporation,
113 King Street, Armonk, New York 10504, Attention: Insured Portfolio
Management, Structured Finance or such other address as the Insurer may
hereafter furnish to the Contract Seller, the Trustee and the Servicer, (d) in
the case of the Rating Agencies, (i) Moody's Investors Service, Inc., 99 Church
Street, New York, New York 10007 and (ii) S&P, 55 Water Street, New York, New
York 10041, (e) in the case of the Auction Agent, Bankers Trust Company, 4
Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency
Group and (f) in the case of the Market Agent, Salomon Smith Barney Inc., 388
Greenwich Street, New York, New York 10013, Attention: General Counsel. Notices
to Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.
Section 11.06 Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Assignment.
----------
Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Sections 7.04 and 7.06, this Agreement may not be assigned
by the Servicer without the prior written consent of the Trustee and the
Contract Seller.
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Section 11.08 Limitations on Rights of Certificateholders.
-------------------------------------------
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.09 Inspection and Audit Rights.
---------------------------
The Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Contract Seller or the Trustee during the Servicer's
normal business hours, to examine all the books of account, records, reports and
other papers of the Servicer relating to the Contracts, to make copies and
extracts therefrom, to cause such books to be audited by independent certified
public accountants selected by the Contract Seller or the Trustee and to discuss
its affairs, finances and accounts relating to the Contracts with its officers,
employees and independent public accountants (and by this provision the Servicer
hereby authorizes such accountants to discuss with such representative such
affairs, finances and accounts), all at such reasonable times and as often as
may be reasonably requested. Any out-of-pocket expense incident to the exercise
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<PAGE>
by the Contract Seller or the Trustee of any right under this Section 11.09
shall be borne by the party requesting such inspection; all other such expenses
shall be borne by the Servicer.
Section 11.10 Certificates Nonassessable and Fully Paid.
-----------------------------------------
It is the intention of the Contract Seller that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
Section 11.11 Third Party Beneficiary
-----------------------
Each of the Insurer and the Market Agent shall be a third party beneficiary
of this Agreement. The Insurer shall be entitled to bring a claim against the
Contract Seller for its failure to perform its obligations under Section 3.05 or
a claim against the Servicer for any failure by the Servicer to make Monthly
Advances as required under Section 5.01 or any deposit or other payment required
under this Agreement.
Section 11.12 Purchases Upon Conversion
-------------------------
The Holders of the Class R Certificates, by their acceptance of such
Certificates shall agree that with respect to each Contract that converts from a
variable Contract Rate to a fixed Contract Rate during any Collection Period
pursuant to the terms of such Contract that they will:
(i) Repurchase such Contracts not later than the 5th day following such
Collection Period at a price equal to the Scheduled Principal Balance of such
Contract on the date of such conversion, plus all accrued and unpaid interest
thereon to such date of conversion. Amounts in respect of such price shall be
delivered to the Servicer for deposit to the Certificate Account.
(ii) Any amounts received as payment in respect of any such Contract
repurchased pursuant to clause (i) above after the date of repurchase (other
than the amount referred to in clause (i) above), shall not be a part of the
Trust Fund and shall be paid by the Servicer to the Holders of the Class R
Certificates or, if such amounts have been deposited into the Certificate
Account, shall be withdrawn therefrom by the Servicer and paid by the Servicer
to the Holders of the Class R Certificates.
(iii) Promptly after the purchase referred to in this Section 11.12, the
Trustee shall execute such documents as are presented to it by the Servicer on
behalf of the Holder of the Class R Certificate and are reasonably necessary to
convey the purchased Contract to the Holder of the Class R Certificate.
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<PAGE>
IN WITNESS WHEREOF, GreenPoint and the Trustee have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By: /s/ Somsri Helmer
----------------------------
Name: Somsri Helmer
Title: Trust Officer
GREENPOINT CREDIT, LLC,
as Contract Seller and Servicer
By: /s/ Charles O. Ryan
----------------------------
Name: Charles O. Ryan
Title: Vice President
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On December 14, 1999 before me, Trace A. Wherry-Phillips, Notary Public,
personally appeared Charles O. Ryan, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged that he executed the
same in his authorized capacity as Vice President of GreenPoint Credit, LLC and
that, by his signature on the instrument the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Trace A. Wherry-Phillips
------------------------------------
Notary Public
My Commission expires August 2, 2003
[Notarial Seal]
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
On this ___ day of December, 1999, before me, a notary public in and for
said State, appeared Mary Helmer, personally known to me on the basis of
satisfactory evidence to be a Trust Officer of Bank One, National Association, a
national banking association that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Maria C. Birrueta
---------------------------
Notary Public
My Commission expires ______________________
[Notarial Seal]
3
<PAGE>
EXHIBIT INDEX
-------------
Schedule I......... Auction Procedures
Exhibit A.......... Contract Schedule
Exhibit B-1........ Form of Class A-1 Certificate
Exhibit B-2........ Form of Class A-2 Certificate
Exhibit C.......... Form of Reverse of Certificates
Exhibit D.......... Form of Class R Certificate
Exhibit E.......... Form of Certificate Regarding Substitution of Eligible
Substitute Contract
Exhibit F.......... Form of Certificate of Servicing Officer
Exhibit G-1........ Form of Transfer Affidavit
Exhibit G-2........ Form of Transferor Certificate for Class R Certificates
Exhibit H.......... Form of Certificate Insurance Policy
Exhibit I.......... Form of Depository Agreement
Exhibit J.......... Termination Auction Procedures
Exhibit K.......... Notice of Ratings
<PAGE>
SCHEDULE I
AUCTION PROCEDURES
ARTICLE 1.
Except as otherwise specified herein, or as the context may require, capitalized
terms used but not otherwise defined herein have the meanings ascribed in the
Pooling and Servicing Agreement dated as of December 1, 1999 (the "Pooling and
Servicing Agreement") between Bank One, National Association, as trustee (the
"Trustee") and GreenPoint Credit, LLC, as contract seller and servicer (in such
capacities, the "Contract Seller" and "Servicer").
SECTION 1.1 Definitions.
-----------
"All Hold Rate" means ninety percent (90%) of One-Month LIBOR.
-------------
"Auction" means the implementation of the Auction Procedures on an Auction Date.
-------
"Auction Agent" means Bankers Trust Company, a New York banking corporation, or
-------------
any successor appointed under the Auction Agent Agreement.
"Auction Agent Fee" means the fee paid to the Auction Agent pursuant to the
-----------------
Auction Agent Agreement.
"Auction Date" means the Business Day immediately preceding the first day of
------------
each Interest Accrual Period, commencing in January, 2000, other than:
(i) each Interest Accrual Period commencing after the ownership
of the Class A-2 Certificates is no longer maintained in Book-Entry Form by
the Depository;
(ii) each Interest Accrual Period commencing after and during
the continuance of an Insurer Default; or
(iii) each Interest Accrual Period commencing less than two
Business Days after the cure or waiver of an Insurer Default.
Notwithstanding the foregoing, the Auction Date for one or more Interest Accrual
Periods may be changed pursuant to the Auction Agent Agreement, as described
herein.
"Auction Procedures" means the procedures set forth in Section 2.1.1 hereof by
------------------
which the Auction Rate is determined.
"Auction Rate" means the rate of interest per annum that results from
------------
implementation of the Auction Procedures and is determined as described in
Section 2.1.1(c)(ii) hereof.
Schedule I-1
<PAGE>
"Authorized Denominations" means, with respect to the Class A-2 Certificates,
------------------------
$25,000 and integral multiples of $25,000 in excess thereof.
"Available Class A-2 Certificates" has the meaning set forth in Section
--------------------------------
2.1.1(c)(i)(A) hereof.
"Bid" has the meaning set forth in Section 2.1.1(a)(i) hereof.
---
"Bid Auction Rate" has the meaning set forth in Section 2.1.1(c)(i) hereof.
----------------
"Bidder" has the meaning set forth in Section 2.1.1(a)(i) hereof.
------
"Book-Entry Form" or "Book-Entry System" means a form or system under which (i)
--------------- -----------------
the beneficial right to principal and interest may be transferred only through a
book entry, (ii) physical securities in registered form are issued only to a
Depository or its nominee as registered owner, with the securities "immobilized"
to the custody of the Depository, and (iii) the book entry is the record that
identifies the owners of beneficial interests in that principal and interest.
"Broker-Dealer" means Salomon Smith Barney Inc. or any other broker or dealer
-------------
(each as defined in the Securities Exchange Act of 1934, as amended), commercial
bank or other entity permitted by law to perform the functions required of a
Broker-Dealer set forth in the Auction Procedures that (a) is a Participant (or
an Affiliate of a Participant), has been appointed as such by the Servicer, with
the consent of the Market Agent and (c) has entered into a Broker-Dealer
Agreement that is in effect on the date of reference.
"Broker-Dealer Agreement" means each agreement among the Auction Agent, a
-----------------------
Broker-Dealer and the Holder of the Class R Certificates, pursuant to which the
Broker-Dealer agrees to participate in Auctions as set forth in the Auction
Procedures, as from time to time amended or supplemented. Each Broker-Dealer
Agreement shall be in substantially the form of the Broker-Dealer Agreement to
be entered into as of the Closing Date, among the Auction Agent, Salomon Smith
Barney Inc., as Broker-Dealer and GreenPoint Bank, as Holder of the Class R
Certificates.
"Broker-Dealer Fee" means the fee paid to the Broker-Dealer pursuant to any
-----------------
Broker-Dealer Agreement.
"Existing Certificateholder" means with respect to and for the purpose of
--------------------------
dealing with the Auction Agent in connection with an Auction, (i) a Person who
is a Broker-Dealer listed in the Existing Certificateholder Registry at the
close of business on the Business Day immediately preceding such Auction and
(ii) a Person who is a beneficial owner of the Class A-2 Certificates.
"Existing Certificateholder Registry" means the registry of Persons who are
-----------------------------------
owners of the Class A-2 Certificates, maintained by the Auction Agent as
provided in the Auction Agent Agreement.
"Holder of the Class R Certificates" means the Holders of at least a majority
----------------------------------
Percentage Interest in the Class R Certificates.
"Hold Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
----------
Schedule I-2
<PAGE>
"Initial Auction Agent" means Bankers Trust Company, a New York banking
---------------------
corporation, its successors and assigns.
"Initial Auction Agent Agreement" means the Auction Agent Agreement dated as of
-------------------------------
the Closing Date, among the Trustee, the Initial Auction Agent and the Holder of
the Class R Certificates, including any amendment thereof or supplement thereto.
"Market Agent" means Salomon Smith Barney Inc., in such capacity hereunder, or
------------
any successor to it in such capacity hereunder.
"Maximum Auction Rate" means (A) One-Month LIBOR plus 1.00% (if the ratings
--------------------
assigned by the Rating Agencies to the Class A-2 Certificates are "AAA" and
"Aaa"), (B) One-Month LIBOR plus 1.25% (if the ratings assigned by the Rating
Agencies to the Class A-2 Certificates are "AA" and "Aa2" or better, unless the
requirements of (A) above are satisfied), (C) One-Month LIBOR plus 2.00% (if the
ratings assigned by the Rating Agencies to the Class A-2 Certificates are "A"
and "A2" or better, unless the requirements of (A) or (B) above are satisfied)
or (D) One-Month LIBOR plus 3.50% (if any one of the ratings assigned by the
Rating Agencies to the Class A-2 Certificates is less than "A" or "A2"). For
purposes of the Auction Agent and the Auction Procedures, the ratings referred
to in this definition shall be the last rating of which the Auction Agent has
been given notice pursuant to the Pooling and Servicing Agreement and the
Auction Agent Agreement.
"One-Month LIBOR" means, as of any LIBOR Determination Date, the rate for
---------------
deposits in United States dollars for a period equal to the relevant Interest
Accrual Period (commencing on the first day of such Interest Accrual Period)
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date.
If such rate does not appear on Telerate Page 3750, the rate for that day will
be determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on that day to prime banks in the London interbank market for a period
equal to the relevant Interest Accrual Period (commencing on the first day of
such Interest Accrual Period). The Auction Agent will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that day will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that day will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the Servicer, at approximately
11:00 a.m., New York City time, on that day for loans in United States dollars
to leading European banks for a period equal to the relevant Interest Accrual
Period (commencing on the first day of such Interest Accrual Period).
"Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
-----
"Outstanding" means, as of the date of determination, all Class A-2 Certificates
-----------
theretofore authenticated and delivered under the Pooling and Servicing
Agreement except:
(i) Class A-2 Certificates theretofore cancelled by the Certificate
Registrar or delivered to the Certificate Registrar for cancellation;
Schedule I-3
<PAGE>
(ii) Class A-2 Certificates or portions thereof the payment for which
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent in trust for the Certificateholders thereof;
and
(iii) Class A-2 Certificates in exchange for or in lieu of other
Class A-2 Certificates which have been authenticated and delivered pursuant
to the Pooling and Servicing Agreement unless proof satisfactory to the
Trustee is presented that any such Certificates are held by a bona fide
purchaser.
"Participant" means a broker, dealer, bank, other financial institution or other
-----------
Person for whom from time to time the Depository effects Book-Entry transfers
and pledges of securities deposited with the Depository.
"Potential Certificateholder" means any Person (including an Existing
---------------------------
Certificateholder that is (i) a Broker-Dealer when dealing with the Auction
Agent and (ii) a potential beneficial owner when dealing with a Broker-Dealer)
who may be interested in acquiring Class A-2 Certificates (or, in the case of an
Existing Certificateholder thereof, an additional principal amount of Class A-2
Certificates).
"Rate Adjustment Date" means the date on which a Class A-2 Pass-Through Rate is
--------------------
effective, and means, with respect to such Certificate, the date of commencement
of each Interest Accrual Period.
"Rate Determination Date" means the Auction Date, or if no Auction Date is
-----------------------
applicable, the Business Day immediately preceding the date of commencement of
an Interest Accrual Period.
"Sell Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
----------
"Submission Deadline" means 1:00 p.m., eastern time, on any Auction Date or such
-------------------
other time on any Auction Date by which Broker-Dealers are required to submit
Orders to the Auction Agent as specified by the Auction Agent from time to time.
"Submitted Bid" has the meaning set forth in Section 2.1.1(c)(i) hereof.
-------------
"Submitted Hold Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
--------------------
"Submitted Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
---------------
"Submitted Sell Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
--------------------
"Substitute Auction Agent" means the Person with whom the Trustee enters into a
------------------------
Substitute Auction Agent Agreement.
"Substitute Auction Agent Agreement" means an auction agent agreement containing
----------------------------------
terms substantially similar to the terms of the Initial Auction Agent Agreement,
whereby a Person having the qualifications required by Section 2.1.5 of these
Auction Procedures agrees with the Trustee to perform the duties of the Auction
Agent under this Agreement.
Schedule I-4
<PAGE>
"Sufficient Bids" has the meaning set forth in Section 2.1.1(c)(i) hereof.
---------------
SECTION 1.2 General Provisions.
------------------
The Class A-2 Certificates shall bear interest at the Class A-2 Pass-Through
Rate. For each Interest Accrual Period, interest at the Class A-2 Pass-Through
Rate shall accrue daily and shall be computed for the actual number of days
elapsed on the basis of a year consisting of 360 days.
Notwithstanding the foregoing:
(a) if the ownership of the Class A-2 Certificates is no longer
maintained in Book-Entry Form, the Class A-2 Pass-Through Rate for any Interest
Accrual Period commencing after the delivery of certificates representing such
Certificates shall equal the lesser of (i) the Maximum Auction Rate and (ii) the
Net Weighted Average Contract Rate on the Business Day immediately preceding the
first day of such subsequent Interest Accrual Period; or
(b) for each Interest Accrual Period commencing after the occurrence
and during the continuance of an Insurer Default and for any Interest Accrual
Period less than two Business Days after the cure of any Insurer Default, the
Class A-2 Pass-Through Rate for any such period shall equal the lesser of (i)
the Maximum Auction Rate and (ii) the Net Weighted Average Contract Rate on the
Business Day immediately preceding the first day of such subsequent Interest
Accrual Period.
The Auction Agent shall promptly give written notice to the Trustee and the
Depository of the Class A-2 Pass-Through Rate and either the Auction Rate or the
Net Weighted Average Contract Rate, as the case may be, when such rate is not
the Class A-2 Pass-Through Rate. The Trustee shall notify the
Certificateholders of the Class A-2 Pass-Through Rate applicable to the Class A-
2 Certificates for each Interest Accrual Period on the second Business Day of
such Interest Accrual Period.
Notwithstanding any other provision of the Class A-2 Certificates or the Pooling
and Servicing Agreement, interest payable on the Class A-2 Certificates for an
Interest Accrual Period shall never exceed for such Interest Accrual Period the
amount of interest payable at the Net Weighted Average Contract Rate in effect
for such Interest Accrual Period.
If the Auction Rate is greater than the Net Weighted Average Contract Rate, then
the Class A-2 Pass-Through Rate for that Interest Accrual Period will be the Net
Weighted Average Contract Rate. If the Class A-2 Pass-Through Rate for any
Interest Accrual Period is the Net Weighted Average Contract Rate, the Trustee
shall determine the Net Funds Cap Carryover Amount, if any, with respect to such
Certificates. The Net Funds Cap Carryover Amount shall bear interest calculated
at a rate equal to the then applicable Class A-2 Pass-Through Rate, without
giving effect to the Net Weighted Average Contract Rate from the Distribution
Date for the Interest Accrual Period with respect to which the Net Funds Cap
Carryover Amount was calculated, until paid. For purposes of the Pooling and
Servicing Agreement, any reference to "principal" or "interest" herein shall not
include within the meaning of such words Certificateholders' interest carryover
or any interest accrued on any such Net Funds Cap Carryover Amount.
Schedule I-5
<PAGE>
ARTICLE 2.
AUCTION PROCEDURES
SECTION 2.1 Class A-2 Pass-Through Rate.
---------------------------
SECTION 2.1.1 Determining the Class A-2 Pass-Through Rate for the
Class A-2 Certificates.
By purchasing Class A-2 Certificates, whether in an Auction or otherwise, each
purchaser of the Class A-2 Certificates, or its Broker-Dealer, must agree and
shall be deemed by such purchase to have agreed (i) to participate in Auctions
on the terms described herein, (ii) to have its beneficial ownership of the
Class A-2 Certificates maintained at all times in Book-Entry Form for the
account of its Participant, which in turn will maintain records of such
beneficial ownership and (iii) to authorize such Participant to disclose to the
Auction Agent such information with respect to such beneficial ownership as the
Auction Agent may request.
So long as the ownership of the Class A-2 Certificates is maintained in Book-
Entry Form, an Existing Certificateholder may sell, transfer or otherwise
dispose of Class A-2 Certificates only pursuant to a Bid or Sell Order placed in
an Auction or otherwise sell, transfer or dispose of Class A-2 Certificates
through a Broker-Dealer, provided that, in the case of all transfers other than
pursuant to Auctions, such Existing Certificateholder, its Broker-Dealer or its
Participant advises the Auction Agent of such transfer. Auctions shall be
conducted on each Auction Date, if there is an Auction Agent on such Auction
Date, in the following manner:
(a) (i) Prior to the Submission Deadline on each Auction Date:
(A) each Existing Certificateholder may submit to a Broker-
Dealer by telephone or otherwise any information as to:
(1) the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder which such
Existing Certificateholder desires to continue to own without regard
to the Class A-2 Pass-Through Rate for the next succeeding Interest
Accrual Period;
(2) the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder which such
Existing Certificateholder offers to sell if the Class A-2 Pass-
Through Rate for the next succeeding Interest Accrual Period shall be
less than the rate per annum specified by such Existing
Certificateholder; and/or
(3) the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder which such
Existing Certificateholder offers to sell without regard to the Class
A-2 Pass-Through Rate for the next succeeding Interest Accrual Period;
Schedule I-6
<PAGE>
and
(B) one or more Broker-Dealers may contact Potential
Certificateholders to determine the principal amount of Class A-2
Certificates which each Potential Certificateholder offers to purchase, if
the Class A-2 Pass-Through Rate for the next succeeding Interest Accrual
Period shall not be less than the rate per annum specified by such
Potential Certificateholder.
The statement of an Existing Certificateholder or a Potential Certificateholder
referred to in (A) or (B) of this paragraph (i) is herein referred to as an
"Order," and each Existing Certificateholder and each Potential
Certificateholder placing an Order is herein referred to as a "Bidder"; an Order
described in clause (A)(1) is herein referred to as a "Hold Order"; an Order
described in clauses (A)(2) and (B) is herein referred to as a "Bid"; and an
Order described in clause (A)(3) is herein referred to as a "Sell Order."
(ii) (A) Subject to the provisions of Section 2.1.1(b)
hereof, a Bid by an Existing Certificateholder shall constitute an
irrevocable offer to sell:
(1) the principal amount of Outstanding Class A-2
Certificates specified in such Bid if the Class A-2 Pass-Through Rate
determined as provided in this Section 2.1.1 shall be less than the
rate specified therein; or
(2) such principal amount, or a lesser principal
amount of Outstanding Class A-2 Certificates to be determined as set
forth in Section 2.1.1 (d)(i)(D) hereof, if the Class A-2 Pass-Through
Rate determined as provided in this Section 2.1.1 shall be equal to
the rate specified therein; or
(3) such principal amount, or a lesser principal
amount of outstanding Class A-2 Certificates to be determined as set
forth in Section 2.1.1(d)(ii)(C) hereof, if the rate specified therein
shall be higher than the Class A-2 Pass-Through Rate and Sufficient
Bids have not been made.
(B) Subject to the provisions of Section 2.1.1 (b) hereof,
a Sell Order by an Existing Certificateholder shall constitute an
irrevocable offer to sell:
(1) the principal amount of Outstanding Class A-2
Certificates specified in such Sell Order; or
(2) such principal amount, or a lesser principal
amount of Outstanding Class A-2 Certificates set forth in Section
2.1.1(d)(ii)(C) hereof, if Sufficient Bids have not been made.
(C) Subject to the provisions of Section 2.1.1(b) hereof, a
Bid by a Potential Certificateholder shall constitute an irrevocable offer
to purchase:
Schedule I-7
<PAGE>
(1) the principal amount of Outstanding Class A-2
Certificates specified in such Bid if the Class A-2 Pass-Through Rate
determined as provided in this Section 2.1.1 shall be higher than the
rate specified in such Bid; or
(2) such principal amount, or a lesser principal
amount of Outstanding Class A-2 Certificates set forth in Section
2.1.1(d)(i)(E) hereof, if the Class A-2 Pass-Through Rate determined
as provided in this Section 2.1.1 shall be equal to the rate specified
in such Bid.
(b) (i) Each Broker-Dealer shall submit in writing to the
Auction Agent prior to the Submission Deadline on each Auction Date all Orders
obtained by such Broker-Dealer and shall specify with respect to each such
Order:
(A) the name of the Bidder placing such Order;
(B) the aggregate principal amount of Class A-2
Certificates that are the subject of such Order;
(C) to the extent that such Bidder is an Existing
Certificateholder:
(1) the principal amount of Class A-2 Certificates, if
any, subject to any Hold Order placed by such Existing
Certificateholder;
(2) the principal amount of Class A-2 Certificates, if
any, subject to any Bid placed by such Existing Certificateholder and
the rate specified in such Bid; and
(3) the principal amount of Class A-2 Certificates, if
any, subject to any Sell Order placed by such Existing
Certificateholder;
and
(D) to the extent such Bidder is a Potential
Certificateholder, the rate specified in such Potential Certificateholder's
Bid.
(ii) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round
such rate up to the next higher one thousandth (.001) of one percent.
(iii) If an Order or Orders covering all Outstanding Class A-2
Certificates owned by an Existing Certificateholder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall
deem a Hold Order to have been submitted on behalf of such Existing
Certificateholder covering the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder and not subject to an
Order submitted to the Auction Agent.
Schedule I-8
<PAGE>
(iv) Neither the Servicer, the Trustee nor the Auction Agent
shall be responsible for any failure of a Broker-Dealer to submit an Order
to the Auction Agent on behalf of any Existing Certificateholder or
Potential Certificateholder.
(v) If any Existing Certificateholder submits through a Broker-
Dealer to the Auction Agent one or more Orders covering in the aggregate
more than the principal amount of Outstanding Class A-2 Certificates owned
by such Existing Certificateholder, such Orders shall be considered valid
as follows and in the following order of priority:
(A) All Hold Orders shall be considered valid, but only up
to the aggregate principal amount of Outstanding Class A-2 Certificates
owned by such Existing Certificateholder, and if the aggregate principal
amount of Class A-2 Certificates subject to such Hold Orders exceeds the
aggregate principal amount of Class A-2 Certificates owned by such Existing
Certificateholder, the aggregate principal amount of Class A-2 Certificates
subject to each such Holder Order shall be reduced pro rata so that the
aggregate principal amount of Class A-2 Certificates subject to such Hold
Order equals the aggregate principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder.
(B) (1) any Bid shall be considered valid up to an amount
equal to the excess of the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder over the aggregate
principal amount of Class A-2 Certificates subject to any Hold Order
referred to in clause (A) of this paragraph (v);
(2) subject to subclause (1) of this clause (B), if
more than one Bid with the same rate is submitted on behalf of such
Existing Certificateholder and the aggregate principal amount
Outstanding Class A-2 Certificates subject to such Bids is greater
than such excess, such Bids shall be considered valid up to an amount
equal to such excess;
(3) subject to subclauses (1) and (2) of this clause
(B), if more than one Bid with different rates are submitted on behalf
of such Existing Certificateholder, such Bids shall be considered
valid first in the ascending order of their respective rates until the
highest rate is reached at which such excess exists and then at such
rate up to the amount of such excess; and
(4) in any such event, the amount of the Outstanding
Class A-2 Certificates, if any, subject to Bids not valid under this
clause (B) shall be treated as the subject of a Bid by a Potential
Certificateholder at the rate therein specified; and
(C) All Sell Orders shall be considered valid up to an
amount equal to the excess of the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder over the aggregate
principal amount of Class A-2
Schedule I-9
<PAGE>
Certificates subject to Hold Orders referred to in clause (A) of this
paragraph (v) and valid Bids referred to in clause (B) of this paragraph
(v).
(vi) If more than one Bid is submitted on behalf of any
Potential Certificateholder, each Bid submitted shall be a separate Bid
with the rate and principal amount therein specified.
(vii) An Existing Certificateholder that offers to purchase
additional Class A-2 Certificates is, for purposes of such offer, treated
as a Potential Certificateholder.
(viii) Any Bid or Sell Order submitted by an Existing
Certificateholder covering an aggregate principal amount of Class A-2
Certificates not equal to an Authorized Denomination shall be rejected and
shall be deemed a Hold Order. Any Bid submitted by a Potential
Certificateholder covering an aggregate principal amount of Class A-2
Certificates not equal to an Authorized Denomination shall be rejected.
(ix) Any Bid specifying a rate higher than the Maximum Auction
Rate will (a) be treated as a Sell Order if submitted by an Existing
Certificateholder and (b) not be accepted if submitted by a Potential
Certificateholder.
(x) Any Order submitted in an Auction by a Broker-Dealer to
the Auction Agent at the Submission Deadline on any Auction Date shall be
irrevocable.
(c) (i) Not earlier than the Submission Deadline on each Auction
Date, the Auction Agent shall assemble all valid Orders submitted or deemed
submitted to it by the Broker-Dealers (each such Order as submitted or deemed
submitted by a Broker-Dealer being herein referred to individually as a
"Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the
case may be, or as a "Submitted Order," and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine:
(A) the excess of the total principal amount of
Outstanding Class A-2 Certificates over the sum of the aggregate principal
amount of Outstanding Class A-2 Certificates subject to Submitted Hold
Orders (such excess being herein referred to as the "Available Class A-2
Certificates" of such Class), and
(B) from the Submitted Orders whether:
(1) the aggregate principal amount of Outstanding
Class A-2 Certificates subject to Submitted Bids by Potential
Certificateholders specifying one or more rates equal to or lower than
the Maximum Auction Rate;
exceeds or is equal to the sum of:
Schedule I-10
<PAGE>
(2) the aggregate principal amount of Outstanding
Class A-2 Certificates subject to Submitted Bids by Existing
Certificateholders specifying one or more rates higher than the
Maximum Auction Rate; and
(3) the aggregate principal amount of Outstanding
Class A-2 Certificates subject to submitted Sell Orders;
(in the event such excess or such equality exists, other than because all of the
Outstanding Class A-2 Certificates are subject to Submitted Hold Orders, such
Submitted Bids described in subclause (1) above shall be referred to
collectively as "Sufficient Bids"); and
(C) if Sufficient Bids exist, the "Bid Auction Rate", which
shall be the lowest rate specified in such Submitted Bids such that if:
(1) (x) each Submitted Bid from Existing
Certificateholders specifying such lowest rate and (y) all other
Submitted Bids from Existing Certificateholders specifying lower rates
were rejected, thus entitling such Existing Certificateholders to
continue to own the principal amount of Class A-2 Certificates subject
to such Submitted Bids; and
(2) (x) each such Submitted Bid from Potential
Certificateholders specifying such lowest rate and (y) all other
Submitted Bids from Potential Certificateholders specifying lower
rates were accepted;
the result would be that such Existing Certificateholders described in subclause
(1) above would continue to own an aggregate principal amount of Outstanding
Class A-2 Certificates which, when added to the aggregate principal amount of
Outstanding Class A-2 Certificates to be purchased by such Potential
Certificateholders described in subclause (2) above, would equal not less than
the Available Class A-2 Certificates.
(ii) Promptly after the Auction Agent has made the determinations
pursuant to Section 2.1.1(c)(i) hereof, the Auction Agent shall advise the
Trustee of the Net Weighted Average Contract Rate (as provided by the
Trustee pursuant to Section 2.1.3 hereof), the Maximum Auction Rate and the
All Hold Rate and the components thereof on the Auction Date and, based on
such determinations, the Auction Rate for the next succeeding Interest
Accrual Period as follows:
(A) if Sufficient Bids exist, that the Auction Rate for the
next succeeding Interest Accrual Period shall be equal to the Bid Auction
Rate so determined;
(B) if Sufficient Bids do not exist (other than because all
of the Outstanding Class A-2 Certificates are subject to Submitted Hold
Orders), that the Auction Rate for the next succeeding Interest Accrual
Period shall be equal to the Maximum Auction Rate;
Schedule I-11
<PAGE>
(C) if all Outstanding Class A-2 Certificates are subject
to Submitted Hold Orders, that the Auction Rate for the next succeeding
Interest Accrual Period shall be equal to the All Hold Rate; or
(D) if a scheduled Auction is not being held for any
reason, the Auction Rate for the next succeeding Interest Accrual Period
shall be equal to the Maximum Auction Rate.
(iii) Promptly after the Auction Agent has determined the
Auction Rate, the Auction Agent shall determine and advise the Trustee of
the applicable Class A-2 Pass-Through Rate, which rate shall be the lesser
of (a) the Auction Rate and (b) the Net Weighted Average Contract Rate.
(d) Existing Certificateholders shall continue to own the principal
amount of Class A-2 Certificates that are subject to Submitted Hold Orders. If
the Net Weighted Average Contract Rate is equal to or greater than the Bid
Auction Rate and if Sufficient Bids have been received by the Auction Agent, the
Bid Auction Rate will be the Class A-2 Pass-Through Rate, and Submitted Bids and
Submitted Sell Orders will be accepted or rejected and the Auction Agent will
take such other action as described below in subparagraph (i).
If the Net Weighted Average Contract Rate is less than the Auction
Rate, the Net Weighted Average Contract Rate will be the Class A-2 Pass-Through
Rate. If the Auction Agent has not received Sufficient Bids (other than because
all of the Outstanding Class A-2 Certificates of such Class are subject to
Submitted Hold Orders), the Class A-2 Pass-Through Rate will be the lesser of
the Maximum Auction Rate and the Net Weighted Average Contract Rate. In any of
the cases described above, Submitted Orders will be accepted or rejected and the
Auction Agent will take such other action as described below in subparagraph
(ii).
(i) if Sufficient Bids have been made and the Net Weighted
Average Contract Rate is equal to or greater than the Bid Auction Rate (in
which case the Class A-2 Pass-Through Rate shall be the Bid Auction Rate),
all Submitted Sell Orders shall be accepted and, subject to the provisions
of paragraphs (iv) and (v) of this Section 2.1.1(d), Submitted Bids shall
be accepted or rejected as follows in the following order of priority, and
all other Submitted Bids shall be rejected:
(A) Existing Certificateholders' Submitted Bids specifying
any rate that is higher than the Class A-2 Pass-Through Rate shall be
accepted, thus requiring each such Existing Certificateholder to sell to
aggregate principal amount of Class A-2 Certificates subject to such
Submitted Bids;
(B) Existing Certificateholders' Submitted Bids specifying
any rate that is lower than the Class A-2 Pass-Through Rate shall be
rejected, thus entitling each such Existing Certificateholder to continue
to own the aggregate principal amount of Class A-2 Certificates subject to
such Submitted Bids;
Schedule I-12
<PAGE>
(C) Potential Certificateholders' Submitted Bids specifying
any rate that is lower than the Class A-2 Pass-Through Rate shall be
accepted;
(D) Each Existing Certificateholders' Submitted Bid
specifying a rate that is equal to the Class A-2 Pass-Through Rate shall be
rejected, thus entitling such Existing Certificateholder to continue to own
the aggregate principal amount of Class A-2 Certificates subject to such
Submitted Bid, unless the aggregate principal amount of Outstanding Class
A-2 Certificates subject to all such Submitted Bids shall be greater than
the principal amount of Class A-2 Certificates (the "remaining principal
amount") equal to the excess of the Available Class A-2 Certificates over
the aggregate principal amount of Class A-2 Certificates of such Class
subject to Submitted Bids described in clauses (B) and (C) of this Section
2.1.1(d)(i), in which event such Submitted Bid of such Existing
Certificateholder shall be rejected in part, and such Existing
Certificateholder shall be entitled to continue to own the principal amount
of such Class A-2 Certificates subject to such Submitted Bid, but only in
an amount equal to the aggregate principal amount of Class A-2 Certificates
obtained by multiplying the remaining principal amount by a fraction, the
numerator of which shall be the principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder subject to such
Submitted Bid and the denominator of which shall be the sum of the
principal amount of Outstanding Class A-2 Certificates subject to such
Submitted Bids made by all such Existing Certificateholders that specified
a rate equal to the Class A-2 Pass-Through Rate; and
(E) Each Potential Certificateholder's Submitted Bid
specifying a rate that is equal to the Class A-2 Pass-Through Rate shall be
accepted, but only in an amount equal to the principal amount of Class A-2
Certificates obtained by multiplying the excess of the aggregate principal
amount of Available Class A-2 Certificates over the aggregate principal
amount of Class A-2 Certificates of such Class subject to Submitted Bids
described in clauses (B), (C) and (D) of this Section 2.1.1 (d)(i) by a
fraction the numerator of which shall be the aggregate principal amount of
Outstanding Class A-2 Certificates subject to such Submitted Bid and the
denominator of which shall be the sum of the principal amount of
Outstanding Class A-2 Certificates subject to Submitted Bids made by all
such Potential Certificateholders that specified a rate equal to the Class
A-2 Pass-Through Rate.
(ii) If Sufficient Bids have not been made (other than because
all of the Outstanding Class A-2 Certificates of the applicable Class are
subject to submitted Hold Orders), or if the Net Weighted Average Contract
Rate is less than the Bid Auction Rate (in which case the Class A-2 Pass-
Through Rate shall be the Net Weighted Average Contract Rate), Submitted
Orders shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids shall be rejected:
(A) Existing Certificateholders' Submitted Bids specifying
any rate that is equal to or lower than the Class A-2 Pass-Through Rate
shall be rejected, thus
Schedule I-13
<PAGE>
entitling such Existing Certificateholders to continue to own the aggregate
principal amount of Class A-2 Certificates subject to such Submitted Bids;
(B) Potential Certificateholders' Submitted Bids specifying
(1) any rate that is equal to or lower than the Class A-2 Pass-Through Rate
shall be accepted and (2) any rate that is higher than the Class A-2 Pass-
Through Rate shall be rejected; and
(C) Each Existing Certificateholder's Submitted Bid
specifying any rate that is higher than the Class A-2 Pass-Through Rate and
the Submitted Sell Order of each Existing Certificateholder shall be
accepted, thus entitling each Existing Certificateholder that submitted any
such Submitted Bid or Submitted Sell Order to sell the Class A-2
Certificates subject to such Submitted Bid or Submitted Sell Order, but in
both cases only in an amount equal to the aggregate principal amount of
Class A-2 Certificates obtained by multiplying the aggregate principal
amount of Class A-2 Certificates subject to Submitted Bids described in
clause (B) of this Section 2.1.1 (d)(ii) by a fraction the numerator of
which shall be the aggregate principal amount of Outstanding Class A-2
Certificates owned by such Existing Certificateholder subject to such
submitted Bid or Submitted Sell Order and the denominator of which shall be
the aggregate principal amount of Outstanding Class A-2 Certificates
subject to all such Submitted Bids and Submitted Sell Orders.
(iii) If all Outstanding Class A-2 Certificates are subject to
Submitted Hold Orders, all Submitted Bids shall be rejected.
(iv) If, as a result of the procedures described in paragraph (i)
or (ii) of this Section 2.1.1(d), any Existing Certificateholder would be
entitled or required to sell, or any Potential Certificateholder would be
entitled or required to purchase, a principal amount of Class A-2
Certificates that is not equal to an Authorized Denomination, the Auction
Agent shall, in such manner as in its sole discretion it shall determine,
round up or down the principal amount of Class A-2 Certificates to be
purchased or sold by any Existing Certificateholder or Potential
Certificateholder so that the principal amount of Class A-2 Certificates
purchased or sold by each Existing Certificateholder or Potential
Certificateholder shall be equal to an Authorized Denomination or an
integral multiple of $25,000 in excess thereof.
(v) If, as a result of the procedures described in paragraph (ii)
of this Section 2.1.1(d), any Potential Certificateholder would be entitled
or required to purchase less than an Authorized Denomination of Class A-2
Certificates, the Auction Agent shall, in such manner as in its sole
discretion it shall determine, allocate Class A-2 Certificates for purchase
among Potential Certificateholders so that only Class A-2 Certificates in
Authorized Denominations or integral multiples of $25,000 in excess thereof
are purchased by any Potential Certificateholder, even if such allocation
results in one or more of such Potential Certificateholders not purchasing
any Class A-2 Certificates.
(e) Based on the result of each Auction, the Auction Agent shall
determine the aggregate principal amount of Class A-2 Certificates to be
purchased and the aggregate principal
Schedule I-14
<PAGE>
amount of Class A-2 Certificates to be sold by Potential Certificateholders and
Existing Certificateholders on whose behalf each Broker-Dealer submitted Bids or
Sell Orders and, with respect to each Broker-Dealer, to the extent that such
aggregate principal amount of Class A-2 Certificates to be sold differs from
such aggregate principal amount of Class A-2 Certificates of the applicable
Class to be purchased, determine to which other Broker-Dealer or Broker-Dealers
acting for one or more purchasers such Broker-Dealer shall deliver, or from
which other Broker-Dealer or Broker-Dealers acting for one or more sellers such
Broker-Dealer shall receive, as the case may be, Class A-2 Certificates.
(f) Any calculation by the Auction Agent, the Servicer or the
Trustee, as applicable, of the Class A-2 Pass-Through Rate, One-Month LIBOR, the
Maximum Auction Rate, the All Hold Rate and the Net Weighted Average Contract
Rate shall, in the absence of manifest error, be binding on all other parties.
SECTION 2.1.2 Auction Agent Fees and Expenses.
The Auction Agent Fee will be paid by the Holder of the Class R
Certificates pursuant to the Auction Agent Agreement.
SECTION 2.1.3 Calculation of Maximum Auction Rate, All Hold Rate, Net
Weighted Average Contract Rate and One-Month LIBOR.
The Trustee shall inform the Auction Agent of the Net Weighted Average Contract
Rate applicable to the Class A-2 Certificates in writing no later than the
Business Day preceding each Auction Date as calculated by Servicer pursuant to
Section 5.04(r)(ii) of the Pooling and Servicing Agreement. The Auction Agent
shall calculate the Maximum Auction Rate, the All Hold Rate and One-Month LIBOR,
on each Auction Date and shall notify the Trustee, the Servicer and the Broker-
Dealers of the Net Weighted Average Contract Rate, the Maximum Auction Rate, the
All Hold Rate and One-Month LIBOR, as provided in the Auction Agent Agreement.
If the ownership of the Class A-2 Certificates is no longer maintained in Book-
Entry Form by the Depository, the Trustee shall calculate the Maximum Auction
Rate and the Net Weighted Average Contract Rate on the Business Day immediately
preceding the first day of each Interest Accrual Period commencing after the
delivery of certificates representing the Class A-2 Certificates. The Auction
Agent shall determine One-Month LIBOR for each Interest Accrual Period other
than the Initial Period; provided, that if the ownership of the Class A-2
Certificates is no longer maintained in Book-Entry Form, then the Trustee shall
determine One-Month LIBOR for each such Interest Accrual Period. The
determination by the Trustee or the Auction Agent, as the case may be, of One-
Month LIBOR shall (in the absence of manifest error) be final and binding upon
all parties.
SECTION 2.1.4 Notification of Rates, Amounts and Remittance Dates.
Promptly after the Closing Date and after the beginning of each subsequent
Interest Accrual Period and in any event at least 10 days prior to any
Distribution Date, the Trustee shall confirm with the Auction Agent, so long as
the ownership of the Class A-2 Certificates is maintained in Book-Entry Form by
the Depository the date of such next Distribution Date.
Schedule I-15
<PAGE>
If any day scheduled to be a Distribution Date shall be changed after the
Trustee shall have given the notice or confirmation referred to in the preceding
sentence, the Trustee shall, not later than 9:15 a.m., eastern time, on the
Business Day next preceding the earlier of the new Distribution Date or the old
Distribution Date, by such means as the Trustee deems practicable, give notice
of such change to the Auction Agent and the Depository, so long as the ownership
of the Class A-2 Certificates is maintained in Book-Entry Form by the
Depository.
SECTION 2.1.5 Auction Agent.
(a) Bankers Trust Company is hereby appointed as Initial Auction
Agent to serve as agent for the Trustee in connection with Auctions. The Trustee
will enter into the Initial Auction Agent Agreement with Bankers Trust Company,
as the Initial Auction Agent. Any Substitute Auction Agent shall be (i) a bank,
national banking association or trust company duly organized under the laws of
the United States of America or any state or territory thereof having its
principal place of business in the Borough of Manhattan, New York, or such other
location as approved by the Trustee and the Market Agent in writing and having a
combined capital stock or surplus of at least $50,000,000, or (ii) a member of
the National Association of Securities Dealers, Inc., having a capitalization of
at least $50,000,000, and, in either case, authorized by law to perform all the
duties imposed upon it hereunder and under the Auction Agent Agreement. The
Auction Agent may at any time resign and be discharged of the duties and
obligations created by these Auction Procedures by giving at least 90 days'
notice to the Trustee, the Class R Certificateholders, the Servicer and the
Market Agent. The Auction Agent may be removed at any time by the Trustee or the
Certificateholders of 66-2/3% of the aggregate principal amount of the Class A-2
Certificates then Outstanding, and if by such Certificateholders, by an
instrument signed by such Certificateholders or their attorneys and filed with
the Auction Agent, the Servicer, the Class R Certificateholders, the Market
Agent and the Trustee upon at least 90 days' notice. Neither resignation nor
removal of the Auction Agent pursuant to the preceding two sentences shall be
effective until and unless a Substitute Auction Agent has been appointed and has
accepted such appointment. If required by the Certificateholders of 66-2/3% of
the aggregate principal amount of the Class A-2 Certificates then outstanding or
by the Market Agent, a Substitute Auction Agent Agreement shall be entered into
with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction
Agent may terminate the Auction Agent Agreement if, within 25 days after
notifying the Trustee, the Servicer, the Holder of the Class R Certificates and
the Market Agent in writing that it has not received payment of any Auction
Agent Fee due it in accordance with the terms of the Auction Agent Agreement,
the Auction Agent does not receive such payment.
(b) If the Auction Agent shall resign or be removed or be dissolved,
or if the property or affairs of the Auction Agent shall be taken under the
control of any state or federal court or administrative body because of
bankruptcy or insolvency, or for any other reason, the Trustee (after receipt of
a certificate from the Market Agent confirming that any proposed Substitute
Auction Agent meets the requirements described in the immediately preceding
paragraph) shall use its best efforts to appoint a Substitute Auction Agent.
Scheduled I-16
<PAGE>
(c) The Auction Agent is acting as agent for the Trustee in
connection with Auctions. In the absence of bad faith or negligence on its part,
the Auction Agent shall not be liable for any action taken, suffered or omitted
in good faith or for any error of judgment made by it in the performance of its
duties under the Auction Agent Agreement. The Auction Agent shall not be liable
for any error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining the pertinent facts.
SECTION 2.1.6 Broker-Dealers.
(a) The Auction Agent will enter into a Broker-Dealer Agreement with
Salomon Smith Barney Inc. ("Salomon") as the initial Broker-Dealer. The Servicer
may, from time to time, approve one or more additional persons to serve as
Broker-Dealers under Broker-Dealer Agreements and shall be responsible for
providing such Broker-Dealer Agreements to the Trustee and the Auction Agent,
provided, however that while Salomon is serving as the Market Agent, Salomon
shall have the right to consent to the approval of any additional Broker-
Dealers, which consent will not be unreasonably withheld. The Auction Agent
shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior
to the participation of any such Broker-Dealer in any Auction.
(b) Any Broker-Dealer may be removed at any time, at the request of
the Servicer, but there shall, at all times, be at least one Broker-Dealer
appointed and acting as such.
SECTION 2.1.7 Changes in the Auction Date.
The Market Agent may specify an earlier or later Auction Date (but in no event
more than five Business Days earlier or later) than the Auction Date that would
otherwise be determined in accordance with the definition of "Auction Date" in
Article 1 of these Auction Procedures with respect to one or more specified
Interest Accrual Periods in order to conform with then current market practice
with respect to similar securities or to accommodate economic and financial
factors that may affect or be relevant to the day of the week constituting an
Auction Date and the Class A-2 Pass-Through Rate. The Market Agent shall provide
notice of its determination to specify an earlier or later Auction Date for one
or more Interest Accrual Periods by means of a written notice delivered at least
10 days prior to the proposed changed Auction Date to the Trustee, the Auction
Agent, the Servicer and the Depository.
In connection with any change described in this Section 2.1.7, the Auction Agent
shall provide such further notice to such parties as is specified in Section 2.5
of the Auction Agent Agreement.
SECTION 2.2 Additional Provisions Regarding the Class A-2 Pass-Through
----------------------------------------------------------
Rates on the Class A-2 Certificates.
- -----------------------------------
The determination of a Class A-2 Pass-Through Rate by the Auction Agent, the
Trustee or any other Person pursuant to the provisions of the applicable Section
of this Article 2 shall be conclusive and binding on the Certificateholders of
Class A-2 Certificates to which such Class A-2 Pass-Through Rate applies, and
the Trustee may rely thereon for all purposes.
Schedule I-17
<PAGE>
In no event shall the cumulative amount of interest paid or payable on the Class
A-2 Certificates (including interest calculated as provided herein, plus any
other amounts that constitute interest on the Class A-2 Certificates under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Class A-2 Certificates or related documents) calculated from the
date of issuance of the Class A-2 Certificates through any subsequent day during
the term of the Auction Rate or otherwise prior to payment in full of the Class
A-2 Certificates exceed the amount permitted by applicable law. If the
applicable law is ever judicially interpreted so as to render usurious any
amount called for under the Class A-2 Certificates or related documents or
otherwise contracted for, charged, reserved, taken or received in connection
with the Class A-2 Certificates, or if the acceleration of the maturity of the
Class A-2 Certificates results in payment to or receipt by the Certificateholder
or any former Certificateholder of the Class A-2 Certificates of any interest in
excess of that permitted by applicable law, then, notwithstanding any provision
of the Class A-2 Certificates or related documents to the contrary, all excess
amounts theretofore paid or received with respect to the Class A-2 Certificates
shall be credited on the principal balance of the Class A-2 Certificates (or, if
the Class A-2 Certificates have been paid or would thereby be paid in full,
refunded by the recipient thereof), and the provisions of the Class A-2
Certificates and related documents shall automatically and immediately be deemed
reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for under the Class A-2 Certificates and under the
related documents.
SECTION 2.3 Qualifications of Market Agent.
------------------------------
The Market Agent shall be a member of the National Association of Securities
Dealers, Inc., have a capitalization of at least $50,000,000 and be authorized
by law to perform all the duties imposed upon it by these Auction Procedures.
The Market Agent may resign and be discharged of the duties and obligations
created by these Auction Procedures by giving at least 30 days' notice to the
Trustee, the Auction Agent and the Servicer, provided that such resignation
shall not be effective until the appointment of a successor market agent by the
Servicer and the acceptance of such appointment by such successor market agent.
The Market Agent may be replaced at the direction of the Servicer, by an
instrument signed by an officer of the Servicer, filed with the Market Agent and
the Trustee at least 30 days before the effective date of such replacement,
provided that such replacement shall not be effective until the appointment of a
successor market agent by the Servicer and the acceptance of such appointment by
such successor market agent.
In the event that the Market Agent shall be removed or be dissolved, or if the
property or affairs of the Market Agent shall be taken under the control of any
state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, and there is no Market Agent and the
Servicer shall not have appointed its successor as Market Agent, the Trustee,
notwithstanding the provisions of the first paragraph of this Section, shall be
deemed to be the Market Agent for all purposes of these Auction Procedures until
the appointment by the Servicer of the successor Market Agent. Nothing in this
Section shall be construed as conferring on the Trustee additional duties other
than as set forth herein.
Schedule I-18
<PAGE>
EXHIBIT A
CONTRACT SCHEDULE
(SEE ATTACHED)
Exhibit A-1
<PAGE>
EXHIBIT B-1
FORM OF CLASS A-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: A-1-__
Date of Pooling and Servicing Agreement: December 1, 1999
Cut-Off Date: For each Contract, the later
of (i) November 30, 1999, or
(ii) the origination date of
such Contracts
First Distribution Date: January 17, 2000
Initial Certificate Balance of
this Certificate ("Denomination"): $
Initial Certificate Balance of all
Class A-1 Certificates: $70,000,000
Pass-Through Rate: LIBOR plus 0.29%
Month of Last Scheduled
Distribution Date: June, 2021
CUSIP: 395 386 AU9
Exhibit B-1-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
evidencing a percentage interest in any distributions allocable to the
Class A-1 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC (the "Contract Seller")
which manufactured housing contracts were originated or acquired by Contract
Seller, and are initially serviced by GreenPoint Credit, LLC (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-1
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller. The Trust Fund was
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
1999 (the "Agreement"), between GreenPoint Credit,LLC, as Contract Seller and
Servicer, and Bank One, National Association, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
15/th/ day of each month or, if such 15/th/ day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-1 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the close of business on the day preceding such
Distribution Date. Distributions to the Holder of this Class A-1 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-1-2
<PAGE>
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ___________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Trustee
By __________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1
Certificates referred to in the
within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee
By __________________________________________
Authorized Signatory
Exhibit B-1-3
<PAGE>
EXHIBIT B-2
FORM OF CLASS A-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: A-2-__
Date of Pooling and Servicing Agreement: December 1, 1999
Cut-Off Date: For each Contract, the later
of (i) November 30, 1999, or
(ii) the origination date of
such Contracts
First Distribution Date: February 7, 2000
Initial Certificate Balance of
this Certificate ("Denomination"): $
Initial Certificate Balance of all
Class A-2 Certificates: $70,000,000
Pass-Through Rate: Auction Rate
Month of Last Scheduled April, 2030
Distribution Date:
CUSIP: 395 386 AV7
Exhibit B-2-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
evidencing a percentage interest in any distributions allocable to the
Class A-2 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC (the "Contract Seller")
which manufactured housing contracts were originated or acquired by Contract
Seller, and are initially serviced by GreenPoint Credit, LLC (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller. The Trust Fund was
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
1999 (the "Agreement"), between GreenPoint Credit, LLC, as Contract Seller and
Servicer, and Bank One, National Association, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
6/th/ day of each month or, if such 6/th/ day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-2 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the close of business on the day preceding such
Distribution Date. Distributions to the Holder of this Class A-2 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-2-2
<PAGE>
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ______________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Trustee
By __________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2
Certificates referred to in the
within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee
By ____________________________________
Authorized Signatory
Exhibit B-2-3
<PAGE>
EXHIBIT C
FORM OF REVERSE OF CERTIFICATES
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
This Certificate is one of a duly authorized issue of Certificates
designated as GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 1999-6 issued in three Classes (Class A-1, Class A-2 and
Class R, herein collectively called the "Certificates"), and representing a
beneficial ownership interest, as described in the Agreement, in (i) the related
Contracts, (ii) the distributions thereon on or after the Cut-Off Date (to the
extent described herein), and (iii) the Certificate Account and such assets as
are deposited therein from time to time and any investments thereof, together,
in each case, with any and all income, proceeds and payments with respect
thereto.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Contract Seller, the Servicer and the Trustee with the consent of the
Holders of a Majority In Interest of each Class of Regular Certificates affected
by such amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same
Exhibit C-1
<PAGE>
aggregate Percentage Interest in the Trust Fund will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Contract Seller, the Servicer and the Trustee and any agent of the
Contract Seller, the Servicer or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
of the Contract Seller, the Servicer, the Trustee, nor any such agent shall be
affected by any notice to the contrary.
On any Distribution Date on which the Pool Scheduled Principal Balance is
less than or equal to 10% of the Cut-Off Date Pool Principal Balance, the
Servicer will have the option to repurchase, upon giving notice mailed no later
than the 10th day of the month next preceding the month of the exercise of such
option, all Outstanding Contracts at a price equal to the greater of (a) the sum
of (x) 100% of the Scheduled Principal Balance of each Contract (other than any
Contract as to which the related Manufactured Home has been acquired and not yet
disposed of and whose fair market value is included pursuant to Clause (y)
below) as of the final Distribution Date, and (y) the fair market value of such
acquired property (as determined by the Servicer as of the close of business on
the third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to Section 10.01(c)(i)
of the Agreement), and (b) the aggregate fair market value (as determined by the
Servicer as of the close of business on such third Business Day) of all the
assets in the Trust Fund, plus, in the case of both clause (a) and clause (b),
an amount sufficient to pay any Class A-1 Unpaid Interest Shortfall, Class A-2
Unpaid Interest Shortfall and the remittance of all funds due hereunder;
provided, however, that if any Enhancement Payment has been made and not yet
- -------- -------
reimbursed, the Servicer (or the Holders of the Class R Certificates) may only
exercise this option with the consent of the Insurer, provided, further, that
-------- -------
the purchase price of such Contracts shall in no event be less than the Minimum
Termination Amount as of the Distribution Date on which the Servicer purchases
such Contracts. If the Servicer does not exercise its option, the Holders of the
Class R Certificates, on any Distribution Date after the first Distribution Date
on which the Pool Scheduled Principal Balance is less than 10% of the Cut-Off
Date Pool Principal, may purchase the Outstanding Contracts at a price equal to
the greater of (a) the sum of (x) 100% of the Scheduled Principal Balance of
each Contract (other than any Contract as to which the related Manufactured Home
has been acquired and not yet disposed of and whose fair market value is
included pursuant to Clause (y) below) as of the final Distribution Date, and
(y) the fair market value of such acquired property (as determined by the
Servicer as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is
Exhibit C-2
<PAGE>
furnished to Certificateholders pursuant to Section 10.01 of the Agreement), and
(b) the aggregate fair market value (as determined by the Servicer as of the
close of business on such third Business Day) of all the assets in the Trust
Fund, plus, in the case of both clause (a) and clause (b), an amount sufficient
to pay any Class A-1 Unpaid Interest Shortfall, Class A-2 Unpaid Interest
Shortfall and any Enhancement Payments made by the Insurer but not yet
reimbursed and the remittance of all funds due hereunder, provided, that the
--------
purchase price of such Contracts shall in no event be less than the Minimum
Termination Amount as of the Distribution Date on which the Holders of the Class
R Certificates purchase such Contracts.
On any Distribution Date on which the Pool Scheduled Principal Balance is
less than or equal to 10% of the Cut-Off Date Pool Principal Balance, the
Servicer may request that the Trustee conduct an auction (a "Termination
Auction") by soliciting bids for the purchase of all Contracts remaining in the
Trust Fund, and in any event, if the Servicer has not exercised the option
described in the preceding paragraph within ninety days following the
Distribution Date as of which the Pool Scheduled Principal Balance is less than
10% of the Cut-Off Date Pool Principal Balance, the Trustee shall conduct such
termination auction. In the event that satisfactory bids are received as
described in the Agreement, the net sale proceeds will be distributed to
Certificateholders, in the same order of priority as collections received in
respect of the Contracts. A satisfactory bid is one in which the purchase price
of the Contracts then outstanding is at least equal to the Minimum Termination
Amount (as hereinafter defined) plus any unreimbursed Enhancement Payment. Such
a bid must be made in accordance with certain auction procedures set forth in
the Agreement, which include a requirement that the Trustee receive good faith
bids for such Contracts from at least two prospective purchasers (at least one
of whom is not the Contract Seller or an affiliate thereof) that are considered
by the Trustee, in its sole discretion, to be (i) competitive participants in
the market for manufactured housing installment sale contracts or installment
loan agreements and (ii) willing and able purchasers of such Contracts. As of
any time after the Pool Scheduled Principal Balance is less than 10% of the Cut-
Off Date Pool Principal Balance, the "Minimum Termination Amount" is an amount
equal to the respective Certificate Balances of all Classes of Certificates that
remain outstanding as of such time, together with any shortfall in interest due
on such Certificates in respect of prior Distribution Dates and one month's
interest at the applicable Pass-Through Rates on such Certificate Balances. A
sale and consequent termination of the Trust Fund pursuant to a Termination
Auction must constitute a "qualified liquidation" of the Trust Fund under
Section 860F of the Code, including the requirement that the qualified
liquidation takes place over a period not to exceed 90 days. If satisfactory
bids are not received, the Trustee shall decline to sell the Contracts and shall
not be under any obligation to solicit any further bids or otherwise negotiate
any further sale of the Contracts.
Any purchase pursuant to a Termination Auction or by the Servicer will be
made at the price specified in the Agreement. In the event that no such early
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the final payment or other
liquidation of the last Contract remaining in the Trust Fund and the disposition
of all REO Property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the
Exhibit C-3
<PAGE>
last survivor of the descendants living at the date of the Agreement of the
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
Exhibit C-4
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
___________________________________________________________
Dated:
_____________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________, for the
account of ___________, account number ______________, or, if mailed by check,
to _________________________________________________________________________.
Applicable statements should be mailed to ____________________________.
This information is provided by __________________, the assignee named
above, or ______________________________, as its agent.
Exhibit C-5
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
SERVICER, THE CONTRACT SELLER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
SERVICER, THE CONTRACT SELLER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT. NEITHER THIS
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO A "DISQUALIFIED
ORGANIZATION" AS DEFINED IN SECTION 860(e)(5) OF THE CODE.
THE HOLDERS OF THE CLASS R CERTIFICATES, BY PURCHASING SUCH CLASS R
CERTIFICATES, SHALL BE DEEMED TO CONSENT (1) TO THE APPOINTMENT OF THE SERVICER
AS THE TAX MATTERS PERSON FOR THE TRUST FUND OR, IF THE SERVICER DETERMINES, IN
ITS SOLE DISCRETION, THAT IT CANNOT ACT IN SUCH CAPACITY, TO THE APPOINTMENT OF
THE HOLDER HOLDING THE LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R
CERTIFICATES AS THE TAX MATTERS PERSON FOR THE TRUST FUND. IF THE HOLDER OF THE
LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R CERTIFICATES IS APPOINTED
AS THE TAX MATTERS PERSON, SUCH HOLDER SHALL BE DEEMED TO CONSENT, WITH RESPECT
TO ITS CAPACITY AS TAX MATTERS PERSON, TO THE APPOINTMENT OF THE SERVICER AS ITS
ATTORNEY-IN-FACT AND AGENT.
Exhibit D-1
<PAGE>
THE HOLDERS OF THE CLASS R CERTIFICATES, BY PURCHASING SUCH CLASS R
CERTIFICATES, SHALL BE FURTHER DEEMED TO AGREE TO EXECUTE ANY DOCUMENTS REQUIRED
TO GIVE EFFECT TO THE FOREGOING PROVISIONS, AS SET FORTH MORE FULLY IN THE
AGREEMENT.
THIS CLASS R CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE REGULAR
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No.: R-__
Date of Pooling and
Servicing Agreement: December 1, 1999
Cut-Off Date: For each Contract, the later of:
(i) November 30, 1999 or (ii) the
date of origination of such Contract
First Distribution Date: January 17, 2000
Percentage Interest
Evidenced by this
Class R Certificate _____%
Exhibit D-2
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC (the "Contract Seller")
which manufactured housing contracts were originated or acquired by Contract
Seller, and are initially serviced by GreenPoint Credit, LLC (the "Servicer").
Neither this Certificate nor the Contracts are insured or guaranteed by the
Contract Seller, the Servicer or the Trustee referred to below or any of their
respective Affiliates or by any governmental agency or instrumentality.
This certifies that __________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting of the Contracts deposited by the Contract
Seller. The Trust Fund was created pursuant to a Pooling and Servicing
Agreement, dated as of December 1, 1999 (the "Agreement"), between GreenPoint
Credit, LLC, as Contract Seller and Servicer, and Bank One, National
Association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound
including, but not limited to, Section 11.12 thereof.
The Trustee will cause to be distributed to the Class R Certificateholder
the amounts to which such Holder is entitled pursuant to the terms of the
Agreement. Such distributions will be made by check mailed to the address of
the Person entitled thereto, as such address shall appear on the Certificate
Register or by wire or other transfer of immediately available funds if such
Person has given the Trustee written instructions at least ten days prior to the
related Distribution Date. Notwithstanding the above, the final distribution on
this Class R Certificate will be made only upon presentation and surrender of
this Class R Certificate at the Corporate Trust Office or the office or agency
maintained by the Trustee for such purpose.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of Class R Certificate will not constitute or result in
a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code and will not subject the Servicer, the Contract Seller or the
Trustee to any obligation or liability in addition to those undertaken in the
Agreement or (ii) a representation letter, in the form as described by the
Exhibit D-3
<PAGE>
Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.
No transfer of a Class R Certificate shall be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, (the "Act"), or is made in accordance with said Act. In the event that
such a transfer is to be made, the prospective transferee of such Certificate
shall be required to provide the Trustee, the Contract Seller and the Servicer
with an investment letter substantially in the form described by the Agreement,
as required under Section 6.02 of the Agreement. The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Contract Seller, the Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with the Act or any similar state laws.
Each Holder of this Class R Certificate will be deemed to have agreed to be
bound by the restrictions of Section 6.02 of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class R Certificate may be transferred
without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such
documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class R Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class R Certificate must agree not to
transfer an Ownership Interest in this Class R Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
Exhibit D-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:_______________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By _________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R
Certificates referred to in the
within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee
By ________________________________
Authorized Signatory
Exhibit D-5
<PAGE>
EXHIBIT E
FORM OF CERTIFICATE REGARDING
SUBSTITUTION OF ELIGIBLE SUBSTITUTE CONTRACT
The undersigned certify that they are [title] and [title], respectively of
GreenPoint Credit, LLC (the "Contract Seller"), and that as such they are duly
authorized to execute and deliver this certificate on behalf of the Contract
Seller pursuant to Section 3.05(b) of the Pooling and Servicing Agreement (the
"Agreement") dated as of December 1, 1999 between GreenPoint Credit, LLC, as
Contract Seller and Servicer, and Bank One, National Association, as Trustee
(all capitalized terms used herein without definition having the respective
meanings specified in the Agreement), and further certify that:
1. The Contracts on the attached schedule are to be substituted on the
date hereof pursuant to Section 3.05(b) of the Agreement and each such Contract
is an Eligible Substitute Contract.
2. The Contract File for each such Contract being substituted for a
Replaced Contract is in the custody of the Servicer and each such Contract has
been stamped in accordance with Section 3.02(x) of the Agreement.
3. The UCC-1 financing statement in respect of the Contracts to be
substituted, in the form required by Section 3.05(b)(ii) of the Agreement, has
been filed with the appropriate office in California.
4. There has been deposited in the Certificate Account each amount listed
on the schedule attached hereto as the amount by which the remaining principal
balance of each Replaced Contract exceeds the remaining principal balance as of
the beginning of the month of substitution of each Contract being substituted
therefor.
IN WITNESS WHEREOF, I have affixed hereunto my signature this ___ day of
____, __.
GREENPOINT CREDIT, LLC
By _____________________________________
[Name] _________________________________
[Title] ________________________________
By _____________________________________
[Name] _________________________________
[Title] ________________________________
Exhibit E-1
<PAGE>
EXHIBIT F
[FORM OF CERTIFICATE OF SERVICING OFFICER]
The undersigned certifies that he is a [title] of [Servicer], a [________
corporation][(the "Servicer"), and that as such he is duly authorized to execute
and deliver this certificate on behalf of the Servicer pursuant to Section 5.05
of the Pooling and Servicing Agreement (the "Agreement") dated as of December 1,
1999 between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank
One, National Association, as Trustee (all capitalized terms used herein without
definition having the respective meanings specified in the Agreement), and
further certifies that:
1. To the best of such officer's knowledge, the Monthly Report for
the period from _______ to ___ attached to this certificate is complete and
accurate in accordance with the requirements of Sections 5.04 and 5.05 of the
Agreement; and
2. As of the date hereof, such officer is not aware of the occurrence of
an Event of Default or of an event that, with notice or lapse of time or both,
would become an Event of Default.
IN WITNESS WHEREOF, I have affixed hereunto my signature this __ day of
____, ____.
[SERVICER]
By _______________________________
[Name] ___________________________
[Title] __________________________
Exhibit F-1
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT
STATE OF )
)ss
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. That he/she is [Title of Officer] of [Name of Owner] (record
or beneficial owner of the GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6, Class R (the "Owner")), a [savings
institution][corporation] duly organized and existing under the laws of [the
State of ____________][the United States], on behalf of which he/she makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be a disqualified
organization, (ii) will endeavor to remain other than a disqualified
organization for so long as it retains its ownership interest in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means (a) a
"disqualified organization" as defined in Section 860E(e)(5) of the Internal
Revenue Code of 1986, as amended (the "Code"), (b) the United States, any State
or political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (c) a foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (d) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (e)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (f) any Person "electing large partnership" within the meaning of
Section 775 of the Code and (g) any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the Trust Fund, or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.)
3. That the Owner is aware (i) of the tax that would be imposed
on transfers of Class R Certificates to disqualified organizations under the
Code; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person
Exhibit G-1-1
<PAGE>
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class R
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or an
investment manager, named fiduciary or a trustee of any such plan, or any other
Person acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
7. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 6.02(c) of the
Pooling and Servicing Agreement (the "Agreement") under which the Class R
Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section
6.02(c) which authorize the Trustee and the Servicer to deliver payments to a
person other than the Owner and negotiate a mandatory sale in the event the
Owner holds such Certificates in violation of Section 6.02(c)). The Owner
expressly agrees to be bound by and to comply with such restrictions and
provisions.
8. That the Owner has reviewed the provisions of the Agreement
defining the obligations of the REMIC Administrator (as defined in the
Agreement) and hereby assumes such obligations of the REMIC Administrator and
delegates such duties to the Servicer (as defined in the Agreement); provided,
however, that such delegation will not relieve the Owner of its obligations as
REMIC Administrator. The Owner expressly agrees to be bound by and to comply
with such provisions.
9. That the Owner has reviewed the provisions of that certain
Auction Agent Agreement (the "Auction Agent Agreement"), dated as of December
16, 1999, among Bankers Trust Company (the "Auction Agent"), Bank One, National
Association, in its capacity as Trustee under the Agreement (the "Trustee") and
GreenPoint Bank ("GreenPoint"), in its
Exhibit G-1-2
<PAGE>
capacity as Holder of the Class R Certificates (as defined in the Auction Agent
Agreement) and that certain Broker-Dealer Agreement (the "Broker-Dealer
Agreement"), dated as of December 16, 1999, among the Auction Agent, Salomon
Smith Barney Inc. (the "Broker-Dealer") and GreenPoint, defining the obligation
of the Holder of the Class R Certificates to pay the Auction Agent Fee (as
defined in the Auction Agent Agreement) and the Broker-Dealer Fee (as defined in
the Broker-Dealer Agreement) and hereby assumes such obligations of the Holder
of the Class R Certificates. The Owner expressly agrees to be bound by and to
comply with such provisions.
10. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
11. The Owner's Taxpayer Identification Number is ____________.
12. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
13. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collections of any tax.
14. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
15. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States state thereof (including the District of Columbia),
or an estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.
Exhibit G-1-3
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of _____,19 __.
[NAME OF TRANSFEREE]
By: _________________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
_______________________________
[Assistant] Secretary
Personally appeared before me the above-named _____________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ______________ of the Transferee, and acknowledged that he executed the
same as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ______ day of ______, __.
_____________________________________________
NOTARY PUBLIC
My Commission expires the __ day of ________,
19__.
Exhibit G-1-4
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
FOR CLASS R CERTIFICATES
GreenPoint Credit, LLC Date:
10089 Willow Creek Road
San Diego, California 92131
Bank One, National Association,
as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60603
Re: GreenPoint Credit Manufactured Housing Contract
Pass-Through Certificates, Series 1999-6
----------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
________(the "Transferor") to _________(the "Buyer") of $___________Initial
Principal Balance of GreenPoint Credit Manufactured Housing Contract Trust Pass-
Through Certificates, Series 1999-6, Class R (the "Certificates"), issued
pursuant to Section 6.02(c) of the Pooling and Servicing Agreement (the
"Agreement"), dated as of December 1, 1999 between GreenPoint Credit, LLC, as
Contract Seller and Servicer, and Bank One, National Association, as the
Trustee. All terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Contract Seller and the Trustee that:
1. No purpose of the Transferor relating to the transfer of the
Certificate by the Transferor to the Buyer is or will be to impede the
assessment or collection of any tax.
2. The Transferor understands that the Buyer has delivered to the Trustee
and the Servicer a transfer affidavit and agreement in the form attached to the
Agreement as Exhibit G-1. The Transferor does not know or believe that any
representation contained therein is false.
3. The Transferor has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Buyer as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Buyer has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Buyer will not continue to pay its debts as they become due in
the future. The Transferor understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.
Exhibit G-2-1
<PAGE>
4. The Transferor has no actual knowledge that the proposed Buyer is not
both a United States Person and a Permitted Transferee.
5. The Transferor further certifies that (a) we understand that such
Certificates have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being disposed of by us in a transaction that is
exempt from the registration requirements of the Act, (b) neither the Transferor
nor anyone acting on its behalf has (i) offered, pledged, sold, disposed of or
otherwise transferred any Certificate, any interest in any Certificate or any
other similar security from any person in any manner, (ii) solicited any offer
to buy or to accept a pledge, disposition or other transfer of any Certificate,
any interest in any Certificate or any other similar security from any person in
any manner, (iii) otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security from
any person in any manner, (iv) made any general solicitation by means of general
advertising or in any other manner, or (v) taken any other action, that (as to
any of (i) through (iv) above) would constitute a distribution of the
Certificates under the Act, that would render the disposition of any Certificate
a violation of Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto, or (c) to the extent
such transfer is pursuant to Rule 144A under the Act, we have not offered the
Certificates to anyone other than a "qualified institutional buyer" as defined
in Rule 144A and the Act. The Transferor will not act in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor has not
and will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Agreement.
Very truly yours,
____________________________________
Name of Transferor
By:_________________________________
Name:
Title:
Exhibit G-2-2
<PAGE>
EXHIBIT H
FORM OF CERTIFICATE INSURANCE POLICY
(SEE ATTACHED)
Exhibit H-1
<PAGE>
EXHIBIT I
FORM OF DEPOSITORY AGREEMENT
(SEE ATTACHED REP LETTER)
Exhibit I-1
<PAGE>
EXHIBIT J
TERMINATION AUCTION PROCEDURES
------------------------------
The following sets forth the auction termination procedures to be followed
in connection with a sale effected pursuant to Section 10.0l(b) of the Pooling
and Servicing Agreement (the "Agreement"), dated as of December 1, 1999, between
GreenPoint Credit, LLC, as Contract Seller and Servicer, and Bank One, National
Association (the "Trustee"). Capitalized terms used herein that are not
otherwise defined shall have the meanings described thereto in the Agreement.
I. Pre-Auction Process
-------------------
(a) Upon receiving notice of the Auction Termination Date, the Advisor
will initiate its general Termination Auction procedures consisting of
the following: (i) with the assistance of the Servicer, prepare a
general solicitation package along with a confidentiality agreement;
(ii) develop a list of qualified bidders, in a commercially reasonable
manner; (iii) initiate contact with all qualified bidders; (vi) send a
confidentiality agreement to all qualified bidders; (v) upon receipt
of a signed confidentiality agreement, send solicitation packages to
all interested bidders on behalf of the Trustee; and (vi) notify the
Servicer of all potential bidders and anticipated timetable.
(b) The general solicitation package will include: (i) the prospectus
supplement and prospectus from the initial public offering of any of
the Certificates; (ii) a copy of all monthly servicing reports or a
copy of all annual servicing reports and the prior year's monthly
servicing reports; (iii) a form of a Sale and Servicing Agreement
prepared by the Trustee and the Servicer (or prepared by the Advisor
and approved by the Trustee and the Servicer); (iv) a description of
the minimum purchase price required to cause the Trustee to sell the
Contracts as set forth in Section 10.01 (a) of the Agreement; (v) a
formal bidsheet; (vi) a detailed timetable; and (vii) a preliminary
data tape of the Pool Scheduled Principal Balance as of a recent
Distribution Date reflecting the same data attributes used to create
the Cut-Off Date tables for the prospectus supplement dated December
9, 1999 relating to the public offering of certain of the
Certificates. None of the Trustee, the Servicer or the Contract Seller
shall be required to produce an updated prospectus or prospectus
supplement, and the auction procedures shall be carried out in a
manner that does not constitute a public offering of securities.
(c) The Trustee, with the assistance of the Servicer and the Advisor, will
maintain an auction package beginning at the time of closing of the
transaction, which will contain the documents listed under clauses
(i)-(ii) of the preceding paragraph. If the Advisor is unable to
perform its role as advisor to the Trustee, the Servicer acting in its
capacity under the Agreement will select a successor Advisor and
inform the Trustee of its actions.
Exhibit J-1
<PAGE>
(d) The Advisor will send solicitation packages to all bidders at least 15
Business Days before the Auction Termination Date. Bidders will be
required to submit any due diligence questions in writing to the
Advisor for determination of their relevancy, no later than 10
Business Days before the Auction Termination Date. The Servicer and
the Advisor will be required to satisfy all relevant questions at
least five Business Days prior to the Auction Termination Date and
distribute the questions and answers to all bidders.
II. Auction Process
---------------
(a) The Advisor, any underwriter, or any Certificate Owner will be allowed
to bid in the Auction, but will not be required to do so.
(b) The Servicer will also be allowed to bid in the Termination Auction if
it deems appropriate, but will not be required to do so.
(c) On the Auction Termination Date, all bids will be due by facsimile to
the offices of the Trustee by 1:00 p.m. New York City time, with the
winning bidder to be notified by 2:00 p.m. New York City time. All
acceptable bids (as described in Section 10.01 (b) of the Agreement)
will be due on a conforming basis on the bid sheet contained in the
solicitation package.
(d) If the Trustee receives fewer than two market value bids from
participants in the market for manufactured housing installment sales
contracts and installment loan contracts willing and able to purchase
the Contracts, the Trustee shall decline to consummate the sale.
(e) Upon notification to the winning bidder, a good faith deposit equal to
one percent (1%) of the Pool Scheduled Principal Balance will be
required to be wired to the Trustee upon acceptance of the bid. This
deposit, along with any interest income attributable to it, will be
credited to the purchase price but will not be refundable. The trustee
will establish a separate account for the acceptance of the good faith
deposit, until such time as the account is fully funded and all monies
are transferred into the Certificate Account, such time not to be
later than one Business Day before the related Distribution Date (as
described above).
(f) The winning bidder will receive on the Auction Termination Date a copy
of the draft Sale and Servicing Agreement and Servicer's
Representations and Warranties (which shall be substantially identical
to the representations and warranties set forth in Section 3.01 of the
Agreement).
(g) The Advisor will provide to the Trustee a letter concluding whether or
not the winning bid is a fair market value bid. The Advisor will also
provide such letter if it is the winning bidder. In the case where the
Advisor or the Servicer is the winning bidder it will provide for
market comparables and valuations in its letter.
Exhibit J-2
<PAGE>
(h) The Termination Auction will stipulate the Servicer be retained to
service the Contracts sold pursuant to the terms of the Sale and
Servicing Agreement.
(i) The Termination Auction will stipulate that such sale and consequent
termination of the Trust Fund must constitute a "qualified
liquidation" of the Trust Fund under Section 860F of the Code,
including the requirement that such liquidation take place over a
period not to exceed 90 days. The Trustee may, in its discretion,
require that the purchaser of the Contracts provide the Trustee with
an Opinion of Counsel to that effect.
Exhibit J-3
<PAGE>
Exhibit K
NOTICE OF RATINGS
-----------------
GREENPOINT CREDIT
MANUFACTURED HOUSING CONTRACT TRUST
PASS-THROUGH CERTIFICATES, SERIES 1999-6
The undersigned certifies that he is a [title] of [Servicer], a [__________
corporation] [(the "Servicer"), and that as such he is duly authorized to
execute and deliver this certificate on behalf of the Servicer pursuant to
Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as
of December 1, 1999 between GreenPoint Credit, LLC, as Contract Seller and
Servicer and Bank One, National Association, as Trustee (all capitalized terms
used herein without definition having the respective meanings specified in the
Agreement), and further certifies that:
NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-2 Certificates are
held in Book-Entry Form]] [Trustee [if the Class A-2 Certificates are no longer
maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the
Auction Agent Agreement that:
1. as of the date of this notice the rating by Moody's on the Class
A-2 Certificates is ____ ; and
2. as of the date of this notice the rating by Standard & Poor's on
the Class A-2 Certificates is ____ ;
The Auction Agent may rely on such ratings for all purposes of the Pooling and
Servicing Agreement, including determination of the Maximum Auction Rate
thereunder, from the date hereof until further notice from the undersigned.
[_________], not in its individual capacity but
solely as Servicer
By: ___________________________________________
Name:
Title:
Exhibit K-1
