<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): May 18, 2000
GREENPOINT CREDIT, LLC
- --------------------------------------------------------------------------------
(exact name of registrant as specified in charter)
DELAWARE
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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 May 18, 2000, the Registrants sold approximately $719,166,228 of
GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates,
Series 2000-3 (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 May 1, 2000 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 4.1.
______________
* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Prospectus Supplement, dated May 12, 2000, and related
Prospectus, dated December 9, 1999, of the Registrant relating to the
Certificates filed previously pursuant to Rule 424(b).
<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.
4.1 Pooling and Servicing Agreement, dated as of May 1, 2000, 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: May 18, 2000
San Diego, California
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EXHIBIT INDEX
Exhibit Numbers
- ---------------
4.1 Pooling and Servicing Agreement, dated as of May 1, 2000, between
GreenPoint Credit, LLC, as Contract Seller and as Servicer and
Bank One, National Association, as Trustee.
<PAGE>
EXHIBIT 4.1
GREENPOINT CREDIT, LLC,
CONTRACT SELLER AND SERVICER,
and
BANK ONE, NATIONAL ASSOCIATION,
TRUSTEE
POOLING AND SERVICING AGREEMENT
(Series 2000-3)
Dated as of May 1, 2000
GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-3
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS............................................................................................ 1
Section 1.01 Terms............................................................................................... 1
Section 1.02 Construction........................................................................................ 33
ARTICLE II CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES................................................ 33
Section 2.01 Conveyance of Contracts............................................................................. 33
Section 2.02 Filing and Assignment, Name Change or Relocation.................................................... 34
Section 2.03 Acceptance by Trustee............................................................................... 35
Section 2.04 Certificate Ratings................................................................................. 35
Section 2.05 Representations and Warranties Regarding the Servicer............................................... 36
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer.............................................. 37
Section 2.07 Authentication and Delivery of Certificates......................................................... 37
Section 2.08 Covenants of the Servicer........................................................................... 37
Section 2.09 Covenants of the Contract Seller.................................................................... 38
ARTICLE III REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER.................................................. 38
Section 3.01 Representations and Warranties of the Contract Seller............................................... 38
Section 3.02 Representations and Warranties Regarding Each Contract.............................................. 39
Section 3.03 Representations and Warranties Regarding the Contracts in the Aggregate............................. 43
Section 3.04 Representations and Warranties Regarding the Contracts.............................................. 44
Section 3.05 Repurchases of Contracts or Substitution of Contracts for Breach of
Representations and Warranties........................................................................... 44
Section 3.06 General............................................................................................. 47
ARTICLE IV ADMINISTRATION AND SERVICING OF CONTRACTS.............................................................. 48
Section 4.01 Responsibility for Contract Administration and Servicing............................................ 48
Section 4.02 Standard of Care.................................................................................... 48
Section 4.03 Records............................................................................................. 49
Section 4.04 Inspection.......................................................................................... 49
Section 4.05 Establishment of and Deposits in Certificate Account................................................ 49
Section 4.06 Payment of Taxes.................................................................................... 51
Section 4.07 Enforcement......................................................................................... 51
Section 4.08 Transfer of Certificate Account..................................................................... 52
Section 4.09 Maintenance of Hazard Insurance Policies............................................................ 52
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Section 4.10 Fidelity Bond and Errors and Omissions Insurance.................................................... 54
Section 4.11 Collections under Hazard Insurance Policies, Consent to Transfers of Manufactured Homes,
Assumption Agreements.................................................................................. 54
Section 4.12 Realization upon Defaulted Contracts................................................................ 55
Section 4.13 Costs and Expenses.................................................................................. 55
Section 4.14 Trustee to Cooperate................................................................................ 56
Section 4.15 Servicing and Other Compensation.................................................................... 56
Section 4.16 Custody of Contracts................................................................................ 57
Section 4.17 REMIC Compliance.................................................................................... 59
Section 4.18 Management of REO Property.......................................................................... 63
Section 4.19 Reports to the Securities and Exchange Commission................................................... 65
Section 4.20 Annual Statement as to Compliance................................................................... 65
Section 4.21 Annual Independent Public Accountants' Servicing Report............................................. 65
Section 4.22 Retitling of Land Home Contracts.................................................................... 66
Section 4.23 Notice of Rating Change............................................................................. 66
ARTICLE V PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS......................................................... 67
Section 5.01 Monthly Advances by the Servicer.................................................................... 67
Section 5.02 Payments............................................................................................ 68
Section 5.03 Permitted Withdrawals from the Certificate Accounts................................................. 72
Section 5.04 Monthly Reports..................................................................................... 73
Section 5.05 Certificate of Servicing Officer.................................................................... 78
Section 5.06 Other Data.......................................................................................... 78
Section 5.07 Statements to Certificateholders.................................................................... 78
Section 5.08 Certificate Insurance Policy; Enhancement Payments; LOCs; Draw Amounts; Spread Account.............. 79
ARTICLE VI THE CERTIFICATES....................................................................................... 82
Section 6.01 The Certificates.................................................................................... 82
Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates......................... 83
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates................................................... 87
Section 6.04 Persons Deemed Owners............................................................................... 87
Section 6.05 Access to List of Certificateholders' Names and Addresses........................................... 88
Section 6.06 Global Certificates................................................................................. 88
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(continued)
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Section 6.07 Notices to Depository............................................................................... 89
Section 6.08 Definitive Certificates............................................................................. 89
ARTICLE VII THE CONTRACT SELLER AND THE SERVICER................................................................... 90
Section 7.01 Liabilities to Obligors............................................................................. 90
Section 7.02 Servicer's Indemnities.............................................................................. 90
Section 7.03 Operation of Indemnities............................................................................ 90
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer...................................... 90
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer and Others............................. 91
Section 7.06 Assignment by Servicer.............................................................................. 91
Section 7.07 Successor to the Servicer........................................................................... 92
ARTICLE VIII EVENTS OF DEFAULT...................................................................................... 93
Section 8.01 Events of Default................................................................................... 93
Section 8.02 Waiver of Defaults.................................................................................. 94
Section 8.03 Trustee to Act, Appointment of Successor............................................................ 94
Section 8.04 Notification to Certificateholders.................................................................. 95
Section 8.05 Effect of Transfer.................................................................................. 95
Section 8.06 Transfer of the Account............................................................................. 95
Section 8.07 Servicer Termination Events......................................................................... 96
ARTICLE IX CONCERNING THE TRUSTEE................................................................................. 97
Section 9.01 Duties of Trustee................................................................................... 97
Section 9.02 Certain Matters Affecting the Trustee............................................................... 98
Section 9.03 Trustee not Liable for Certificates or Contracts.................................................... 99
Section 9.04 Trustee May Own Certificates........................................................................ 99
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and
Certificate of Administrator............................................................................. 99
Section 9.06 Eligibility Requirements for Trustee................................................................ 100
Section 9.07 Resignation and Removal of the Trustee.............................................................. 100
Section 9.08 Successor Trustee................................................................................... 101
Section 9.09 Merger or Consolidation of Trustee.................................................................. 102
Section 9.10 Appointment of Co-Trustee or Separate Trustee....................................................... 102
Section 9.11 Appointment of Office or Agency..................................................................... 103
Section 9.12 Certificate Administrator........................................................................... 103
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Section 9.13 Appointment of Paying Agent......................................................................... 104
Section 9.14 Determination of LIBOR; Auction Procedures.......................................................... 104
ARTICLE X TERMINATION............................................................................................ 104
Section 10.01 Termination........................................................................................ 104
ARTICLE XI MISCELLANEOUS PROVISIONS............................................................................... 109
Section 11.01 Amendment.......................................................................................... 109
Section 11.02 Recordation of Agreement; Counterparts............................................................. 111
Section 11.03 Governing Law...................................................................................... 111
Section 11.04 Calculations....................................................................................... 111
Section 11.05 Notices............................................................................................ 112
Section 11.06 Severability of Provisions......................................................................... 113
Section 11.07 Assignment......................................................................................... 113
Section 11.08 Limitations on Rights of Certificateholders........................................................ 113
Section 11.09 Inspection and Audit Rights........................................................................ 114
Section 11.10 Certificates Nonassessable and Fully Paid.......................................................... 114
Section 11.11 Third Party Beneficiary; Extinguishment of Rights.................................................. 114
Section 11.12 Purchase Upon Conversion........................................................................... 115
Section 11.13 Subservicer........................................................................................ 115
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iv
<PAGE>
This POOLING AND SERVICING AGREEMENT (Series 2000-3), dated as of May
1, 2000 (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 2000-3
(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:
Adverse REMIC Event: As defined in Section 4.17(f) hereof.
-------------------
Advisor: As defined in Section 10.01(b)(3) hereof.
-------
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 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.
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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 and as to any
-----------------------------
Group, the sum of (a) the amount on deposit or otherwise credited to the
Certificate Account related to such Group 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 in respect of such Group
pursuant to Section 5.03 or (ii) constituting Excess Contract Payments for such
Group, (b) the Monthly Advance for such Group for such Distribution Date
actually made in respect of such Distribution Date and (c) with respect to the
Group II Contracts, constituting the Class II A-2 Holdover Amount as of the
immediately preceding Distribution Date.
Average Sixty-Day Delinquency Ratio: With respect to any Distribution
-----------------------------------
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates.
Bank Agent: The meaning assigned in the Insurance Agreement.
----------
Broker Dealer Agreement: The meaning assigned in the Auction Procedures.
-----------------------
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 2000-3.
2
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Certificate Account: The Group I Certificate Account and/or the Group II
-------------------
Certificate Account, as applicable.
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 I
-------------------
A Certificate Balance, Class I M-1 Certificate Balance, Class I M-2 Certificate
Balance, Class I B-1 Certificate Balance, Class I B-2 Certificate Balance, Class
II A-1 Certificate Balance or Class II A-2 Certificate Balance as applicable;
and when used with respect to more than one Class of Certificates, the sum of
the Class I A Certificate Balance, Class I M-1 Certificate Balance, Class I M-2
Certificate Balance, Class I B-1 Certificate Balance, Class I B-2 Certificate
Balance, Class II A-1 Certificate Balance and Class II A-2 Certificate Balance,
as applicable.
Certificate Insurance Policy: An unconditional and irrevocable certificate
----------------------------
insurance policy, in the form attached hereto as Exhibit H, to the Trustee for
-------
the benefit of the Class II A Certificateholders.
Certificate of Interest Deficiency Demand: The certificate, applicable to
-----------------------------------------
the LOC Provider, delivered pursuant to Section 5.08(j) hereof and attached as
Annex A to the Class I B-2 LOC.
Certificate of P&I Deficiency Demand: As defined in the Group II LOC.
------------------------------------
Certificate of Principal Deficiency Demand: The certificate, applicable to
------------------------------------------
the LOC Provider, delivered pursuant to Section 5.08(j) hereof and attached as
Annex B to the Class I B-2 LOC.
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 I A, Class I M-1, Class I M-2, Class I B-1, Class
------
I B-2, Class II A-1, Class II A-2 or Class R Certificates, as the case may be.
3
<PAGE>
Class A Certificates: The Class I A Certificates, the Class II A-1
--------------------
Certificates, and the Class II A-2 Certificates.
Class A Pass-Through Rate: The Class I A Pass-Through Rate, Class II A-1
-------------------------
Pass-Through Rate, and/or the Class II A-2 Pass-Through Rate, as applicable.
Class I A 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 I A Certificate Balance: At any time, the Initial Class I A
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class I A Certificateholders.
Class I A Formula Principal Distribution Amount: With respect to (i)
-----------------------------------------------
a Distribution Date that is prior to the Cross-over Date, the Formula Principal
Distribution Amount for the Group I Certificates, (ii) a Distribution Date as to
which the Principal Distribution Tests are not satisfied, the Formula Principal
Distribution Amount for the Group I Certificates and (iii) any other
Distribution Date, the Class I A Percentage of the Formula Principal
Distribution Amount for the Group I Certificates. For any Distribution Date, if
the Class I A Formula Principal Distribution Amount exceeds the Class I A
Certificate Balance less the Unpaid Class I A Principal Shortfall with respect
to such Class and Distribution Date, then such excess shall be allocated to the
Class I M-1 Formula Principal Distribution Amount.
Class I A Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class I A Certificateholders pursuant to Section 5.02.
Class I A Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class I A Pass-
Through Rate on the Class I A Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class I A Unpaid Interest Shortfall.
Class I A Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class I A Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class I A Interest Distribution Amount."
Class I A Pass-Through Rate: The lesser of (a) 8.450% per annum and (b) the
---------------------------
Net Weighted Average Contract Rate on the Group I Contracts.
Class I A Percentage: With respect to any Distribution Date, the
--------------------
percentage equivalent of a fraction (not to exceed one), the numerator of which
is the Class I A Certificate Balance and the denominator of which is the sum of
the Class I A Certificate Balance and the Class I M Adjusted Certificate Balance
and Class I B Adjusted Certificate Balance, in each case determined as of the
immediately preceding Distribution Date (or as of the Closing Date in the case
of the first Distribution Date).
Class I A Principal Shortfall: With respect to any Distribution Date, the
-----------------------------
excess of the Class I A Formula Principal Distribution Amount over the amount in
respect of principal actually distributed to the Class I A Certificateholders on
such Distribution Date.
4
<PAGE>
Class I A Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class I A Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class I A 1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class I A Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class I B Adjusted Certificate Balance: At any time, the sum of the Class
--------------------------------------
I B-1 Adjusted Certificate Balance and the Class I B-2 Adjusted Certificate
Balance.
Class I B Certificate Balance: As to any Distribution Date, the sum of the
-----------------------------
Class I B-1 Certificate Balance and Class I B-2 Certificate Balance (before
giving effect to the principal distributions on such Distribution Date).
Class I B Certificates: The Class I B-1 Certificates and the Class I B-2
----------------------
Certificates.
Class I B Formula Principal Distribution Amount: With respect to (i) a
-----------------------------------------------
Distribution Date as of which the Class I A and Class I M Certificate Balances
have not been reduced to zero and that is prior to the Cross-over Date, zero,
(ii) a Distribution Date as to which the Principal Distribution Tests are not
satisfied and the Class I A and Class I M Certificate Balances have not been
reduced to zero, zero, (iii) a Distribution Date as to which the Principal
Distribution Tests are not satisfied and the Class I A and Class I M Certificate
Balances have been reduced to zero, the Formula Principal Distribution Amount
for the Group I Certificates and (iv) any other Distribution Date, the Class I B
Percentage of the Formula Principal Distribution Amount for the Group I
Certificates. On any Distribution Date, the Class I B Formula Principal
Distribution Amount shall not exceed the applicable Class I B Certificate
Balance less the applicable Unpaid Class I B Principal Shortfall with respect to
such Class and such Distribution Date.
Class I B Pass-Through Rate: The Class I B-1 Pass-Through Rate or the
---------------------------
Class I B-2 Pass-Through Rate, as applicable.
Class I B Percentage: With respect to any Distribution Date, the
--------------------
percentage equivalent of the fraction (which shall not be greater than one), the
numerator of which is the aggregate of the Class I B-1 Adjusted Certificate
Balance and the Class I B-2 Adjusted Certificate Balance and the denominator of
which is the sum of the Class I A Certificate Balance, Class I M Adjusted
Certificate Balance and Class I B Adjusted Certificate Balances, in each case
determined as of the immediately preceding Distribution Date (or as of the
Closing Date in the case of the first Distribution Date).
Class I B-1 Adjusted Certificate Balance: With respect to any Distribution
----------------------------------------
Date, the Class I B-1 Certificate Balance as of such Distribution Date minus the
Class I B-1 Liquidation Loss Amount, if any.
Class I B-1 Certificate: Any one of the Certificates, executed and
-----------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-4 and Exhibit C hereto.
- --- ---------
Class I B-1 Certificate Balance: At any time, the Initial Class I B-1
-------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class I B-1 Certificateholders.
5
<PAGE>
Class I B-1 Distribution Amount: As to any Distribution Date, the total
-------------------------------
amount distributed to the Class I B-1 Certificateholders pursuant to Section
5.02.
Class I B-1 Interest Distribution Amount: As to any Distribution Date, an
----------------------------------------
amount equal to the sum of (a) one month's interest at the Class I B-1 Pass-
Through Rate on the Class I B-1 Adjusted Certificate Balance as of such
Distribution Date (after giving effect to the principal distributions on the
preceding Distribution Date) and (b) any Class I B-1 Unpaid Interest Shortfall.
Class I B-1 Interest Shortfall: As to any Distribution Date, any amount by
------------------------------
which the amount distributed to Holders of Class I B-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class I B-1 Interest Distribution Amount."
Class I B-1 Liquidation Loss Amount: With respect to any Distribution
-----------------------------------
Date on or before the Distribution Date on which the Class I B-1 Adjusted
Certificate Balance has been reduced to zero, the lesser of (i) the amount, if
any, by which the sum of the Class I A, Class I M and Class I B-1 Certificate
Balances exceeds the Group I Pool Scheduled Principal Balance and (ii) the Class
I B-1 Certificate Balance, in each case after giving effect to all distributions
of principal made on such Distribution Date.
Class I B-1 Liquidation Loss Interest Amount: With respect to any
--------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class I B-1
Pass-Through Rate on the Class I B-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class I B-1 Pass-Through Rate: The lesser of (a) 9.25% per annum and (b)
-----------------------------
the Net Weighted Average Contract Rate on the Group I Contracts.
Class I B-1 Principal Shortfall: With respect to any Distribution Date,
-------------------------------
the excess, if any, of (A) the lesser of (i) the Class I B Formula Principal
Distribution Amount for such Distribution Date and (ii) the Class I B-1 Adjusted
Certificate Balance for such Distribution Date over (B) the amount in respect of
principal actually distributed to the Class I B-1 Certificateholders on such
Distribution Date.
Class I B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-------------------------------------
amount, if any, by which the aggregate of the Class I B-1 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class I B-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class I B-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class I B-1 Unpaid Liquidation Loss Interest Shortfall: With respect to
------------------------------------------------------
any Distribution Date, the amount, if any, by which the aggregate unreimbursed
Class I B-1 Liquidation Loss Interest Amounts for one or more prior
Distributions Dates exceeds the amount previously distributed to the Class I B-1
Certificateholders in respect of Class I B-1 Liquidation Loss Interest Amounts
on one or more prior Distribution Dates.
Class I B-2 Adjusted Certificate Balance: With respect to any Distribution
----------------------------------------
Date, the Class I B-2 Certificate Balance as of such Distribution Date minus the
Class I B-2 Liquidation Loss Amount, if any.
6
<PAGE>
Class I B-2 Certificate: Any one of the Certificates, executed and
-----------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-5 and Exhibit C hereto.
- --- ---------
Class I B-2 Certificate Balance: At any time, the Initial Class I B-2
-------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class I B-2 Certificateholders.
Class I B-2 Distribution Amount: As to any Distribution Date, the total
-------------------------------
amount distributed to the Class I B-2 Certificateholders pursuant to Section
5.02.
Class I B-2 Interest Distribution Amount: As to any Distribution Date, an
----------------------------------------
amount equal to the sum of (a) one month's interest at the Class I B-2 Pass-
Through Rate on the Class I B-2 Adjusted Certificate Balance as of such
Distribution Date (after giving effect to the principal distributions on the
preceding Distribution Date) and (b) any Class I B-2 Unpaid Interest Shortfall.
Class I B-2 Interest Shortfall: As to any Distribution Date, any amount by
------------------------------
which the amount distributed to Holders of Class I B-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class I B-2 Interest Distribution Amount."
Class I B-2 Liquidation Loss Amount: With respect to any Distribution Date
-----------------------------------
on or before the Distribution Date on which the Class I B-2 Adjusted Certificate
Balance has been reduced to zero, the lesser of (i) the amount, if any, by which
the sum of the Class I A, Class I M and Class I B Certificate Balances exceeds
the Group I Pool Scheduled Principal Balance and (ii) the Class I B-2
Certificate Balance, in each case after giving effect to all distributions of
principal made on such Distribution Date.
Class I B-2 Liquidation Loss Interest Amount: With respect to any
--------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class I B-2
Pass-Through Rate on the Class I B-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class I B-2 LOC: The unconditional and irrevocable letter of credit from
---------------
the LOC Provider to the Trustee for the benefit of the Class I B-2
Certificateholders, in the form attached hereto as Exhibit M-1.
Class I B-2 Pass-Through Rate: The lesser of (a) 9.25% per annum and (b)
-----------------------------
the Net Weighted Average Contract Rate on the Group I Contracts.
Class I B-2 Principal Shortfall: With respect to any Distribution Date on
-------------------------------
which the Class I B-2 Certificates are entitled to distributions of principal,
the excess, if any, of the Class I B Formula Principal Distribution Amount for
such Distribution Date over the amount in respect of principal actually
distributed to the Class I B-2 Certificateholders on such Distribution Date.
Class I B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-------------------------------------
amount, if any, by which the aggregate of the Class I B-2 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class I B-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class I B-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
7
<PAGE>
Class I B-2 Unpaid Liquidation Loss Interest Shortfall: With respect to
------------------------------------------------------
any Distribution Date, the amount, if any, by which the aggregate unreimbursed
Class I B-2 Liquidation Loss Interest Amounts for one or more prior
Distributions Dates exceeds the amount previously distributed to the Class I B-2
Certificateholders in respect of Class I B-2 Liquidation Loss Interest Amounts
on one or more prior Distribution Dates.
Class I M Adjusted Certificate Balance: At any time, the sum of the Class
--------------------------------------
I M-1 Adjusted Certificate Balance and the Class I M-2 Adjusted Certificate
Balance.
Class I M Certificate Balance: As to any Distribution Date, the sum of the
-----------------------------
Class I M-1 Certificate Balance and Class I M-2 Certificate Balance (before
giving effect to the principal distributions on such Distribution Date).
Class I M Certificates: The Class I M-1 Certificates and the Class I M-2
----------------------
Certificates.
Class I M-1 Adjusted Certificate Balance: With respect to any Distribution
----------------------------------------
Date, the Class I M-1 Certificate Balance as of such Distribution Date minus the
Class I M-1 Liquidation Loss Amount, if any.
Class I M-1 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 I M-1 Certificate Balance: At any time, the Initial Class I M-1
-------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class I M-1 Certificateholders.
Class I M-1 Distribution Amount: As to any Distribution Date, the total
-------------------------------
amount distributed to the Class I M-1 Certificateholders pursuant to Section
5.02.
Class I M-1 Formula Principal Distribution Amount: With respect to (i) a
-------------------------------------------------
Distribution Date as of which the Class I A Certificate Balance has not been
reduced to zero and that is prior to the Cross-over Date, zero, (ii) a
Distribution Date as to which the Principal Distribution Tests are not satisfied
and the Class I A Certificate Balance has not been reduced to zero, zero, (iii)
a Distribution Date as to which the Principal Distribution Tests are not
satisfied and the Class I A Certificate Balance has been reduced to zero, the
Formula Principal Distribution Amount for the Group I Certificates and (iv) any
other Distribution Date, the Class I M-1 Percentage of the Formula Principal
Distribution Amount for the Group I Certificates. On any Distribution Date, if
the Class I M-1 Formula Principal Distribution Amount for the Group I
Certificates exceeds the Class I M-1 Certificate Balance less the Unpaid Class I
M Principal Shortfall with respect to such Class and Distribution Date, then
such excess shall be allocated to the Class I M-2 Formula Principal Distribution
Amount.
Class I M-1 Interest Distribution Amount: As to any Distribution Date, an
----------------------------------------
amount equal to the sum of (a) one month's interest at the Class I M-1 Pass-
Through Rate on the Class I M-1 Adjusted Certificate Balance as of such
Distribution Date (after giving effect to the principal distributions on the
preceding Distribution Date) and (b) any Class I M-1 Unpaid Interest Shortfall.
Class I M-1 Interest Shortfall: As to any Distribution Date, any amount by
------------------------------
which the amount distributed to Holders of Class I M-1 Certificates on such
Distribution Date is less than
8
<PAGE>
the amount computed pursuant to clause (a) of the definition of "Class I M-1
Interest Distribution Amount."
Class I M-1 Liquidation Loss Amount: With respect to any Distribution Date
-----------------------------------
on or after the Distribution Date on which the Class I M-2 Adjusted Certificate
Balance has been reduced to zero, the lesser of (i) the amount, if any, by which
the sum of the Class A and Class I M-1 Certificate Balances exceeds the Group I
Pool Scheduled Principal Balance and (ii) the Class I M-1 Certificate Balance,
in each case after giving effect to all distributions of principal made on such
Distribution Date.
Class I M-1 Liquidation Loss Interest Amount: With respect to any
--------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class I M-1
Pass-Through Rate on the Class I M-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class I M-1 Pass-Through Rate: The lesser of (a) 9.010% per annum and (b)
-----------------------------
the Net Weighted Average Contract Rate on the Group I Contracts.
Class I M-1 Percentage: With respect to any Distribution Date, the
----------------------
percentage derived from the fraction (which shall not be greater than one) the
numerator of which is the Class I M-1 Adjusted Certificate Balance and the
denominator of which is the sum of the Class I A Certificate Balance, the Class
I M Adjusted Certificate Balance and the Class I B Adjusted Certificate Balance,
in each case as of the immediately preceding Distribution Date (or as of the
Closing Date in the case of the first Distribution Date).
Class I M-1 Principal Shortfall: With respect to any Distribution Date,
-------------------------------
the excess, if any, of the Class I M-1 Formula Principal Distribution Amount
over the amount in respect of principal actually distributed to the Class I M-1
Certificateholders on such Distribution Date.
Class I M-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-------------------------------------
amount, if any, by which the aggregate of the Class I M-1 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class I M-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class I M-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class I M-1 Unpaid Liquidation Loss Interest Shortfall: With respect to
------------------------------------------------------
any Distribution Date, the amount, if any, by which the aggregate unreimbursed
Class I M-1 Liquidation Loss Interest Amounts for one or more prior
Distributions Dates exceeds the amount previously distributed to the Class I M-1
Certificateholders in respect of Class I M-1 Liquidation Loss Interest Amounts
on one or more prior Distribution Dates.
Class I M-2 Adjusted Certificate Balance: With respect to any Distribution
----------------------------------------
Date, the Class I M-2 Certificate Balance as of such Distribution Date minus the
Class I M-2 Liquidation Loss Amount, if any.
Class I M-2 Certificates: Any one of the Certificates, executed and
------------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-3 and Exhibit C hereto.
- --- ---------
Class I M-2 Certificate Balance: At any time, the Initial Class I M-2
-------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class I M-2 Certificateholders.
9
<PAGE>
Class I M-2 Distribution Amount: As to any Distribution Date, the total
-------------------------------
amount distributed to the Class I M-2 Certificateholders pursuant to Section
5.02.
Class I M-2 Formula Principal Distribution Amount: With respect to (i) a
---------------------------------------------------
Distribution Date as of which the Class I A and Class I M-1 Certificate
Balances have not been reduced to zero and that is prior to the Cross-over Date,
zero, (ii) a Distribution Date as to which the Principal Distribution Tests are
not satisfied and the Class I A and Class I M-1 Certificate Balances have not
been reduced to zero, zero, (iii) a Distribution Date as to which the Principal
Distribution Tests are not satisfied and the Class I A and Class I M-1
Certificate Balance have been reduced to zero, the Formula Principal
Distribution Amount for the Group I Certificates and (iv) any other Distribution
Date, the Class I M-2 Percentage of the Formula Principal Distribution Amount
for the Group I Certificates. On any Distribution Date, if the Class I M-2
Unpaid Shortfall exceeds the Class I M-2 Certificate Balance less the Unpaid
Class I M-2 Formula Principal Distribution Amount with respect to such Class and
Distribution Date, then such excess shall be allocated to the Class I B Formula
Principal Distribution Amount.
Class I M-2 Interest Distribution Amount: As to any Distribution Date, an
----------------------------------------
amount equal to the sum of (a) one month's interest at the Class I M-2 Pass-
Through Rate on the Class I M-2 Adjusted Certificate Balance as of such
Distribution Date (after giving effect to the principal distributions on the
preceding Distribution Date) and (b) any Class I M-2 Unpaid Interest Shortfall.
Class I M-2 Interest Shortfall: As to any Distribution Date, any amount by
------------------------------
which the amount distributed to Holders of Class I M-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class I M-2 Interest Distribution Amount."
Class I M-2 Liquidation Loss Amount: With respect to any Distribution
-----------------------------------
Date on or after the Distribution Date on which the Class I B Adjusted
Certificate Principal has been reduced to zero, the lesser of (i) the amount, if
any, by which the sum of the Class I A, Class I M-1 and Class I M-2 Certificate
Balances exceeds the Group I Pool Scheduled Principal Balance and (ii) the Class
I M-2 Certificate Balance, in each case after giving effect to all distributions
of principal made on such Distribution Date.
Class I M-2 Liquidation Loss Interest Amount: With respect to any
--------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class I M-2
Pass-Through Rate on the Class I M-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class I M-2 Pass-Through Rate: The lesser of (a) 9.250% per annum and (b)
-----------------------------
the Net Weighted Average Contract Rate on the Group I Contracts.
Class I M-2 Percentage: With respect to any Distribution Date, the
----------------------
percentage derived from the fraction (which shall not be greater than one) the
numerator of which is the Class I M-2 Adjusted Certificate Balance and the
denominator of which is the sum of the Class I A Certificate Balance, the Class
I M Adjusted Certificate Balance and Class I B Adjusted Certificate Balance, in
each case as of the immediately preceding Distribution Date (or as of the
Closing Date in the case of the first Distribution Date).
10
<PAGE>
Class I M-2 Principal Shortfall: With respect to any Distribution Date,
-------------------------------
the excess, if any, of the Class I M-2 Formula Principal Distribution Amount
over the amount in respect of principal actually distributed to the Class I M-2
Certificateholders on such Distribution Date.
Class I M-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-------------------------------------
amount, if any, by which the aggregate of the Class I M-2 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class I M Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class I M-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class I M-2 Unpaid Liquidation Loss Interest Shortfall: With respect to
------------------------------------------------------
any Distribution Date, the amount, if any, by which the aggregate unreimbursed
Class I M-2 Liquidation Loss Interest Amounts for one or more prior
Distributions Dates exceeds the amount previously distributed to the Class I M-2
Certificateholders in respect of Class I M-2 Liquidation Loss Interest Amounts
on one or more prior Distribution Dates.
Class II A Certificate Balance: On any date, the sum of the Class II A-1
-------------------------------
Certificate Balance and the Class II A-2 Certificate Balance.
Class II A-1 Certificate: Any one of the Certificates, executed and
------------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-6 and Exhibit C hereto.
- --- ---------
Class II A-1 Certificate Balance: At any time, the Initial Class II A-1
--------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class II A-1 Certificateholders
Class II A-1 Distribution Amount: As to any Distribution Date, the total
--------------------------------
amount distributed to the Class II A-1 Certificateholders pursuant to Section
5.02.
Class II A-1 Formula Rate: A per annum rate equal to the sum of (a) LIBOR
-------------------------
and (b) 0.27%.
Class II 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 II A-1 Pass-Through Rate on the Class II A-1
Certificate Balance as of such Distribution Date (after giving effect to the
principal distributions on the preceding Distribution Date) and (b) any Class II
A-1 Unpaid Interest Shortfall.
Class II A-1 Interest Shortfall: As to any Distribution Date, any amount
-------------------------------
by which the amount distributed to Holders of Class II A-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class II A-1 Interest Distribution Amount."
Class II 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 II A-1 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate on the Group II Contracts, the excess of (i) the
lesser of (a) the product of (x) the Weighted Average Maximum Cap on the Group
II Contracts and (y) the Class II A-1 Certificate Balance and (b) the amount of
interest the Class II A-1 Certificates would otherwise be entitled to receive on
such Distribution
11
<PAGE>
Date had such rate been calculated at the Class II A-1 Formula Rate for such
Distribution Date over (ii) the amount of interest payable on the Class II A-1
Certificates at the Net Weighted Average Contract Rate on the Group II Contracts
for such Distribution Date and (B) the Class II A-1 Net Funds Cap Carryover
Amount, together with accrued interest thereon at the Class II 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)(B)(vi).
Class II A-1 Pass-Through Rate: The lesser of (a) the Class II A-1 Formula
------------------------------
Rate and (b) the Net Weighted Average Contract Rate on the Group II Contracts.
Class II A-1 Unpaid Interest Shortfall: As to any Distribution Date, the
--------------------------------------
amount, if any, by which the aggregate of the Class II A-1 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class II A-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class II A-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class II A-2 Certificate: Any one of the Certificates, executed and
------------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-7 and Exhibit C hereto.
- --- ---------
Class II A-2 Certificate Balance: At any time, the Initial Class II A-2
--------------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class II A-2 Certificateholders.
Class II A-2 Distribution Amount: As to any Distribution Date, the total
--------------------------------
amount distributed to the Class II A-2 Certificateholders pursuant to Section
5.02.
Class II A-2 Formula Rate: With respect to the First Distribution Date,
-------------------------
6.599% 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 II A-2 Holdover Amount: On (i) the first Distribution Date on which
----------------------------
the Class II A-2 Certificateholders receive distributions of principal pursuant
to Section 5.02(a)(B)(ii) hereof, zero, (ii) on each subsequent Distribution
Date on which the Class II A-2 Certificateholders receive distributions of
principal pursuant to Section 5.02(a)(B)(ii) hereof but prior to the Class II 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 II 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 II A-2 Pro Rata Date, zero.
Class II 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 II A-2 Pass-Through Rate on the Class II A-2
Certificate Balance as of such Distribution Date (after giving effect to the
principal distributions on the preceding Distribution Date) and (b) any Class II
A-2 Unpaid Interest Shortfall.
Class II A-2 Interest Shortfall: As to any Distribution Date, any amount
-------------------------------
by which the amount distributed to Holders of Class II A-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class II A-2 Interest Distribution Amount."
12
<PAGE>
Class II 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 II A-2 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate on the Group II Contracts, the excess of (i) the
lesser of (a) the product of (i) the Weighted Average Maximum Cap on the Group
II Contracts and (ii) the Class II A-2 Certificate Balance and (b) the amount of
interest the Class II A-2 Certificates would otherwise be entitled to receive on
such Distribution Date had such rate been calculated at the Class II A-2 Formula
Rate for such Distribution Date over (ii) the amount of interest payable on the
Class II A-2 Certificates at the Net Weighted Average Contract Rate on the Group
II Contracts for such Distribution Date and (B) the Class II A-2 Net Funds Cap
Carryover Amount, together with accrued interest thereon at Class II 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)(B)(vi).
Class II A-2 Pass-Through Rate: The lesser of (a) the Class II A-2 Formula
------------------------------
Rate and (b) the Net Weighted Average Contract Rate on the Group II Contracts.
Class II A-2 Pro Rata Date: The date, if any, upon which the Class II A-2
--------------------------
Certificates are no longer held in book-entry form or the Certificate Balance of
each outstanding Class II A-2 Certificate is less than $25,000.
Class II A-2 Unpaid Interest Shortfall: As to any Distribution Date, the
--------------------------------------
amount, if any, by which the aggregate of the Class II A-2 Interest Shortfalls
for prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class II A-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class II 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: May 18, 2000.
------------
Code: The Internal Revenue Code of 1986, including any successor or
----
amendatory provisions.
Collected Scheduled Payments: : With respect to any Group and as to any
----------------------------
Distribution Date, (a) the amount on deposit in the Certificate Account for such
Group as of the end of the related Collection Period, less (b) the sum of (i)
the aggregate of all Partial Prepayments collected with respect to such Group
during such Collection Period, (ii) the aggregate of all payments collected with
respect to such Group 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 with respect to
such Group 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 in such Group that were repurchased by the Contract Seller
pursuant to Section 3.05 (less the aggregate of Scheduled Payments due on such
Contracts
13
<PAGE>
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 applicable Certificate Account pursuant to clauses (i),
(ii), (iii), (iv), (v) and (vii) of Section 5.03, and (vi) amounts representing
Excess Contract Payments relating to such Group.
Collection Period: With respect to the Group I Certificates and Class II
-----------------
A-1 Certificates and any Distribution Date, the calendar month preceding the
month of that Distribution Date; and with respect to the Class II 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 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
Contract 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 Contract 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 Contract 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 in such Contract.
Contract Schedule: The Group I Contract Schedule and the Group II Contract
-----------------
Schedule.
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, 9th Floor, Suite IL1-0126, Chicago, Illinois 60670-0126,
Attention: Global Corporate Trust Services, except that for purposes of
14
<PAGE>
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.
Cross-over Date: The later of (a) the Distribution Date occurring in June
---------------
2004 or (b) the first Distribution Date on which the percentage equivalent of a
fraction (which shall not be greater than 1) the numerator of which is the sum
of the Class I M Adjusted Certificate Balance, the Class I B Adjusted
Certificate Balance and the denominator of which is the Group I Pool Scheduled
Principal Balance, equals or exceeds 1.5 times the percentage equivalent of a
fraction (which shall not be greater than 1) the numerator of which is the sum
of the Initial Class I M-1 Certificate Balance, the Initial Class I M-2
Certificate Balance, the Initial Class I B-1 Certificate Balance and the Initial
Class I B-2 Certificate Balance, and the denominator of which is the Cut-Off
Date Group I Pool Balance.
Cumulative Realized
- -------------------
Loss Test: With respect to any Distribution Date and the Group I Contracts, the
- ---------
following:
(i) if such Distribution Date occurs between May 1, 2004 and April 30,
2005, the Cumulative Realized Loss Test will be satisfied if Cumulative Realized
Losses as of such Distribution Date are less than or equal to 7.5% of the Cut-
Off Date Pool Principal Balance;
(ii) if such Distribution Date occurs between May 1, 2005 and April
30, 2006, the Cumulative Realized Loss Test will be satisfied if Cumulative
Realized Losses as of such Distribution Date are less than or equal to 8.5% of
the Cut-Off Date Pool Principal Balance;
(iii) if such Distribution Date occurs between May 1, 2006 and April
30, 2007, the Cumulative Realized Loss Test will be satisfied if Cumulative
Realized Losses as of such Distribution Date are less than or equal to 9.5% of
the Cut-off Date Pool Principal Balance;
(iv) if such Distribution Date occurs on or after May 1, 2007, the
Cumulative Realized Loss Test will be satisfied if Cumulative Realized Losses as
of such Distribution Date are less than or equal to 11.0% of the Cut-off Date
Pool Principal Balance.
Cumulative Realized Losses: As to any Distribution Date and each Group,
--------------------------
the Aggregate Net Liquidation Losses for the period from the Cut-Off Date
through the end of the Collection Period preceding the month of such
Distribution Date.
Current Realized Loss Ratio: As to any Distribution Date and each Group,
---------------------------
the annualized percentage equivalent of the fraction, the numerator of which is
the sum of the Aggregate Net Liquidation Losses for such Group for the three
preceding Collection Periods related to such Distribution Date and the
denominator of which is the arithmetic average of the Group I Pool Scheduled
Balance or Group II Pool Scheduled Balance, as applicable, for such Distribution
Date and the preceding two Distribution Dates.
Cut-Off Date: With respect to each Contract, the later of the close of
------------
business (i) on April 30, 2000 and (ii) the date of origination of the such
Contract.
Cut-Off Date Pool Principal Balance: $719,166,228.92.
-----------------------------------
Cut-Off Date Group I Pool Balance: $438,509,311.22.
---------------------------------
15
<PAGE>
Cut-Off Date Group II Pool Balance: $280,656,917.60.
----------------------------------
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)(B), the sum of the Group II
Pool Scheduled Principal Balance and the amount on deposit in respect of the
Class II A-2 Holdover Amount in the Group II Certificate Account is less than
the Class II A Certificate Balance.
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 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 the Group I Certificates' Distribution Date.
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
16
<PAGE>
described in Section 1381(a)(2)(C) of the Code, (v) any "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 Holders of the Group I Certificates and the Class II A-1
Certificateholders pursuant to Section 5.02(a) hereof, the deposit of amounts to
the Special Account pursuant to Section 5.02(a)(B)(iii) hereof, the deposit into
the Group II Certificate Account pursuant to Section 5.02(a)(A)(xiii), the
deposit into the Group I Certificate Account pursuant to Section
5.02(a)(B)(viii), the statement to be delivered to the Holders of the Group I
Certificates and the Class II A-1 Certificateholders pursuant to Section 5.07
hereof and the determination of the Interest Accrual Period for the Class II A-1
Certificates, the 20th day of each calendar month after the initial issuance of
the Group I Certificates and Class II A-1 Certificates, or if such 20th day is
not a Business Day, the next succeeding Business Day, commencing in June 2000,
and (ii) payment distributions to be made to the Class II 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)(B)(vii) hereof, the statement to
be delivered to the Class II A-2 Certificateholders pursuant to Section 5.07
hereof and the determination of the Interest Accrual Period for the Class II A-2
Certificates, the 8th day of each calendar month after the initial issuance of
the Class II A-2 Certificates or if such 8th day is not a Business Day, the next
succeeding Business Day, commencing in July, 2000 and (B) for all other purposes
hereunder, the 20th day of each calendar month commencing in June, 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 I A Certificate Balance, Class I M-
1 Certificate Balance, Class I M-2 Certificate Balance, Class I B-1 Certificate
Balance, Class I B-2 Certificate Balance and Class II A-1 Certificate Balance
has been reduced to zero, and the 8th day of each calendar month thereafter, or
if such 8th day is not a Business Day, the next succeeding Business Day.
Draw Amount: With respect to the Class I B-2 LOC and any Distribution
-----------
Date, the lesser of (i) the Class I B-2 LOC Undrawn Amount and (ii) the amount
by which the aggregate amount distributable to the Class I B-2
Certificateholders pursuant to Sections 5.02(a)(A)(x) and (xi) exceeds the
Available Distribution Amount allocable to the Class I B-2 Certificateholders
plus any amounts available from the Group II Certificate Account pursuant to
Section 5.02(a)(B)(viii). With respect to the Group II LOC and any Distribution
Date, the lesser of (i) the Group II Undrawn Amount and (ii) the amount by which
(1) the aggregate amount distributable to the Class II A Certificateholders
pursuant to Sections 5.02(B)(a)(i), (ii) and (iii) exceeds (2) the aggregate
Available Distribution Amount allocable to the Group II Certificates plus any
amounts available from the Group I Certificate Account pursuant to Section
5.02(a)(A)(xiii).
Due Date: The day of the month on which each Scheduled Payment 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
17
<PAGE>
authorities and the commercial paper of which has a rating of P-1 from Moody's
(if rated by Moody's), A-1+ from S&P and F-1 from Fitch or the long-term
deposits or long-term unsecured senior debt obligations of which are in one of
the two highest rating categories of Moody's, S&P and Fitch, 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
acceptable to Fitch and 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, an Eligible 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 II A Certificateholders pursuant to Sections
5.02(a)(B)(i) and (ii) exceeds the sum of (x) the aggregate Available
Distribution Amount allocable to the Group II Certificates plus any amounts
available from the Group I Certificate Account pursuant to Section
5.02(a)(A)(xiii) and (y) any Draw Amounts received by the Trustee with respect
to the Group II LOC two Business Days prior to such Distribution Date in respect
of Section 5.02(a)(B)(i), (ii) and (iii).
18
<PAGE>
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
ERISA Restricted Certificate: Any Class I M, Class I B or Class R
----------------------------
Certificate.
Event of Default: Any one of the Events of Default described in Section
----------------
8.01 hereof.
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 Group I Certificates and the
-----------------------
Class II A-1 Certificates, June 20, 2000, and with respect to the Class II A-2
Certificates, July 10, 2000.
Fitch: Fitch IBCA, Inc., or any successor thereto.
-----
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 and as
-------------------------------------
to any Group, an amount equal to the sum of (a) the Total Regular Principal
Amount for such Group for such Distribution Date, (b) with respect to the Group
II Certificates, any previously undistributed shortfalls in the distribution of
the Total Regular Principal Amount for such Group in respect of prior
Distribution Dates and (c) with respect to the Class II A-2 Certificates, the
Class II 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.
Funding Event: As defined in the Insurance Agreement.
-------------
Funding Event Demand: As defined in the Insurance Agreement.
--------------------
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
19
<PAGE>
accordance with the rules of such Depository and as described in Section 6.06).
On the Closing Date, only the Class R Certificates will not be Global
Certificates.
GreenPoint: GreenPoint Credit, LLC, a Delaware limited liability company,
----------
its successors or assigns.
GreenPoint Bank: GreenPoint Bank, a New York state savings bank, and its
---------------
permitted successors and assigns.
Gross Margin: With respect to each Group II Contract that has a variable
------------
Contract Rate, the percentage set forth as such on the Group II Contract
Schedule.
Group: The Group I Contracts or the Group II Contracts, as applicable.
-----
Group I Available Funds Shortfall: With respect to any Distribution Date,
---------------------------------
the amount, if any, by which the Available Distribution Amount for the Group I
Contracts is less than the amount required to be distributed to the Group I
Certificates on such Distribution Date pursuant to Section 5.02(a)(A)(i) through
(xi).
Group I 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 Group I Certificates. Funds in
the Group I Certificate Account shall be held in trust for the aforementioned
Certificateholders for the uses and purposes set forth in this Agreement.
Group I Certificates: The Class I A Certificates, Class I M Certificates
--------------------
and Class I B Certificates.
Group I Contract Schedule: The list identifying each Contract, as amended
-------------------------
from time to time, constituting part of the corpus of the Trust Fund, which list
is attached hereto as Exhibit A-1 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, and (iv) the maturity date.
Group I Contracts: The Contracts listed on Exhibit A-1 hereto.
-----------------
Group I Pool Scheduled Principal Balance: As to any Distribution Date, the
----------------------------------------
Cut-Off Date Group I Pool Balance less the aggregate of the Total Regular
Principal Amounts for the Group I Contracts for all prior Distribution Dates.
Group II Available Funds Shortfall: With respect to any Distribution Date,
----------------------------------
the amount, if any, by which the Available Distribution Amount for the Group II
Contracts, prior to giving effect to any related Enhancement Payment, for such
Distribution Date is less than the amount required to be distributed to the
Group II Certificates on such Distribution Date pursuant to Section
5.02(a)(B)(i), (ii), (iv) and (v).
Group II 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 Group II Certificates. Funds in
the Group II Certificate Account shall be held
20
<PAGE>
in trust for the aforementioned Certificateholders for the uses and purposes set
forth in this Agreement.
Group II Certificates: The Class II A-1 Certificates and Class II A-2
---------------------
Certificates.
Group II Contract Schedule: The list identifying each Contract, as amended
--------------------------
from time to time, constituting part of the corpus of the Trust Fund, which list
is attached hereto as Exhibit A-2 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.
Group II Contracts: The Contracts listed on Exhibit A-2 hereto.
------------------
Group II LOC: The unconditional and irrevocable letter of credit from
------------
GreenPoint Bank to the Trustee for the benefit of the Class II A
Certificateholders and the Insurer, in the form attached as an Exhibit M-2
hereto.
Group II Pool Scheduled Principal Balance: As to any Distribution Date,
-----------------------------------------
the Cut-Off Date Group II Pool Balance less the aggregate of the Total Regular
Principal Amounts for the Group II Contracts for all prior Distribution Dates.
Group II Subservicer: As defined in Section 11.13.
--------------------
Group II Subservicer Agreement: As defined in Section 11.13.
------------------------------
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 Group II 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
21
<PAGE>
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 I A Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class I B-1 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class I B-2 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class I M-1 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class I M-2 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class I B-1 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class I B-2 Certificate Balance: As set forth in Section 6.01.
---------------------------------------
Initial Class II A-1 Certificate Balance: As set forth in Section 6.01.
----------------------------------------
Initial Class II A-2 Certificate Balance: As set forth in Section 6.01.
----------------------------------------
Insurance Agreement: The Master Insurance and Reimbursement Agreement,
-------------------
dated as of the Closing Date, 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: (i) With respect to any Distribution Date and the
-----------------------
Group I Certificates, the calendar month preceding such Distribution Date, (ii)
with respect to any Distribution Date other than the First Distribution Date and
the Group II Certificates, the one month period beginning on the Distribution
Date in the month preceding the month in which such Distribution Date occurs and
ending on the day preceding such Distribution Date, and (iii) with respect to
the First Distribution Date and the Group II Certificates, 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 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
22
<PAGE>
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 II 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 on the Telerate Screen Page 3750 as of
11:00 a.m. London time, on such date. If such rate does not appear on Telerate
Screen 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 for
------------------------
the Class II A-1 Certificates, 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 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.
23
<PAGE>
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.
LOC: The Class I B-2 LOC or the Group II LOC, as applicable.
---
LOC Default: The failure by the LOC Provider to make a required payment
-----------
under the related LOC in accordance with its terms.
LOC Provider: GreenPoint Bank.
------------
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 Group II Contract, the amount set forth
-----------
on the Group II 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 Certificate Balances of
all of the Certificates, (b) any shortfall in interest due to Certificateholders
in respect of prior Distribution Dates, and (c) one month's interest on
Certificate Balance of each Class of Certificates at the applicable Pass-Through
Rate.
Monthly Advance: As to any Distribution Date and any Group, the lesser of
---------------
(1) (a) the amount, if any, by which (i) the Scheduled Amount for such Group
exceeds (ii) the Collected Scheduled Payments for such Group, less (b) the
amount of any Scheduled Payment on a Contract in such Group 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 Group for such Distribution Date
is less than the sum of (A) with respect to the Group I Contracts, the sum of
(a) the Total Regular Principal Amount for the Group I Contracts and (b) the
aggregate of the Class I A Interest Distribution Amount, Class I M-1 Interest
Distribution Amount, Class I M-2 Interest Distribution Amount, Class I B-1
Interest Distribution Amount and Class I B-2 Interest Distribution Amount and
(B) with respect to the Group II Contracts, the sum of (a) the Total Regular
Principal
24
<PAGE>
Amount for the Group II Contracts and (b) the aggregate of the Class II A-1
Interest Distribution Amount and Class II 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 II 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 any (i) Group I Contract, the rate of
-----------------
interest per annum borne by such Contract on the first day of the related
Collection Period minus the Annual Servicing Rate and (ii) Group II Contract and
the first twelve Distribution Dates, the rate of interest per annum borne by
such Contract on the first day of the related Collection Period minus the Annual
Servicing Rate and for each Distribution Date thereafter, the rate of interest
per annum borne by such Contract on the first day of the related Collection
Period minus the sum of (a) the Annual Servicing Rate and (b) 0.50%.
Net Funds Cap Carryover Amount: The Class II A-1 Net Funds Cap Carryover
------------------------------
Amount and/or the Class II 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.
Net Weighted Average Contract Rate: As to any Distribution Date and each
----------------------------------
Group, the weighted average of the Net Contract Rates of all of the Contracts in
such Group as of the first day of the related Collection Period, weighted on the
basis of the Scheduled Principal Balances of the Contracts in such Group on the
first day of the related Collection Period.
25
<PAGE>
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 4.06, Section 4.09 or 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 L 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, 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.
26
<PAGE>
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, joint venture, limited
------
liability company, 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 Distribution Tests: With respect to the Group I Certificates, a
----------------------------
test that will be satisfied with respect to any Distribution Date, if (i) the
Average Sixty-Day Delinquency Ratio with respect to the Group I Contracts is
less than or equal to 6.0%, (ii) the Current Realized Loss Ratio for the Group I
Contracts is less than or equal to 3.50%, and (iii) the Cumulative Realized Loss
Test is satisfied.
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 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."
27
<PAGE>
Private Certificate: Any Class R Certificate.
-------------------
Rating Agency: Any of S&P, Moody's or Fitch.
-------------
Record Date: With respect to the Group I Certificates and any Distribution
-----------
Date, the close of business on the last Business Day of the month preceding such
Distribution Date. With respect to the Group II Certificates and the First
Distribution Date, the Closing Date and with respect to any Distribution Date
thereafter, 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 II A-1 Certificates and the Auction Agent with respect to the Class II
A-2 Certificates, which are engaged in transactions in Eurodollar deposits in
the London interbank market.
Regular Certificates: Any one of the Class A, Class I M or Class I B
--------------------
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 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
28
<PAGE>
which the Obligor last made a payment to the Due Date in the Collection Period
in which such Contract is repurchased.
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,
---------------------------
the principal balance of such Contract as of the Due Date in the related
Collection Period (or, with respect to 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 and to all non-cash
reductions to the related Contract during such 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.
Securities Act: The Securities Act of 1933, as amended.
--------------
Senior Monthly Servicing Fee: As to any Distribution Date and the Group II
----------------------------
Contracts, that portion of the Monthly Servicing Fee with respect to the Group
II Contracts 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.
---------------------------
29
<PAGE>
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 File, 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.
Sixty-Day Delinquency Ratio: As to any Distribution Date and each Group,
---------------------------
the percentage equivalent of the fraction, the numerator of which is the
aggregate of the outstanding principal balances (as of the end of the preceding
Collection Period) of all Contracts (including Contracts in respect of which the
related Manufactured Home has been repossessed but not yet liquidated) as to
which a Scheduled Payment thereon (without giving effect to any adjustments
thereto by reason of a bankruptcy or similar proceeding of the Obligor or any
extension or modification granted to such Obligor) is delinquent 60 days or more
as of the end of such Collection Period and the denominator of which is the
Group I Pool Scheduled Principal Balance or Group II Pool Scheduled Principal
Balance, as applicable, for such Distribution Date.
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.
------------------------------
Spread Account: The account established and maintained pursuant to Section
--------------
5.08(h) hereof.
Stated Amount: With respect to the Class I B-2 LOC and any Distribution
-------------
Date, $31,792,311 plus all accrued and unpaid interest on the Class I B-2
Certificates. With respect to the Group II LOC, the amount defined in the Group
II LOC.
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 Group II 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 II 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.
30
<PAGE>
Telerate Screen Page 3750: The display page so designated on the Bridge
-------------------------
Telerate Capital Markets Report, or such other page as may replace page 3750 on
such service for the purpose of displaying London interbank offered rates of
major banks.
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 II 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 II 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 and as to any
------------------------------
Group, an amount equal to the sum (without duplication) of (a) all scheduled
payments of principal due on each outstanding Contract in such Group during the
immediately preceding Collection Period, (b) all Partial Prepayments on the
Contracts in such Group received during the immediately preceding Collection
Period, (c) the Scheduled Principal Balance of each Contract in such Group for
which a Principal Prepayment in Full was received during the immediately
preceding Collection Period, (d) the Scheduled Principal Balance of each
Contract in such Group that became a Liquidated Contract during the immediately
preceding Collection Period, (e) the Scheduled Principal Balance of each
Contract in such Group 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 in such Group 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 applicable Certificate Account, such
assets as shall from time to time be identified as deposited in the Spread
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, each LOC and the proceeds of the Hazard Insurance
Policies.
31
<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.
Undrawn Amount: With respect to any Distribution Date and each LOC,
--------------
the Stated Amount for such LOC, less all Draw Amounts in respect of such LOC
from prior Distribution Dates, plus, with respect to the Group II LOC, amounts
reimbursed to such LOC pursuant to Section 5.02(a)(B) hereof (or with respect to
any Distribution Date after a Funding Event has occurred, the amount of the
Funding Event Demand that is initially deposited into the Spread Account, less
all Draw Amounts from the Distribution Dates occurring after a Funding Event has
occurred, plus amounts reimbursed to the Spread Account pursuant to Section 5.02
hereof).
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.
Unpaid Class I A Principal Shortfall: With respect to any
------------------------------------
Distribution Date, the amount, if any, by which the aggregate unreimbursed Class
I A Principal Shortfalls for one or more prior Distribution Dates exceeds the
amount previously distributed to the Class I A Certificateholders in respect of
Class I A Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class I B-1 Principal Shortfall: With respect to any
---------------------------------------
Distribution Date, the amount, if any, by which the aggregate Class I B-1
Principal Shortfalls for one or more prior Distribution Dates exceeds the amount
previously distributed to the Class I B-1 Certificateholders in respect of Class
I B-1 Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class I B-2 Principal Shortfall: With respect to any
---------------------------------------
Distribution Date, the amount, if any, by which the aggregate Class I B-2
Principal Shortfalls for one or more prior Distribution Dates exceeds the amount
previously distributed to the Class I B-2 Certificateholders in respect of Class
I B-2 Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class I M-1 Principal Shortfall: With respect to any
--------------------------------------
Distribution Date, the amount, if any, by which the aggregate Class I M-1
Principal Shortfalls for one or more prior Distribution Dates exceeds the amount
previously distributed to the Class I M-1 Certificateholders in respect of Class
I M-1 Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class I M-2 Principal Shortfall: With respect to any
--------------------------------------
Distribution Date, the amount, if any, by which the aggregate Class I M-2
Principal Shortfalls for one or more prior Distribution Dates exceeds the amount
previously distributed to the Class I M-2 Certificateholders in respect of Class
I M-2 Principal Shortfalls on one or more prior Distribution Dates.
32
<PAGE>
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
----------------------------
and the Group II Contracts, an amount equal to the weighted average of the
Maximum Caps of the Group II Contracts on such Distribution Date (or with
respect to any Group II 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.
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,
whether now owned or hereafter acquired, in, to and under 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 Trust shall be deemed to consist of two
sub-trusts, one with respect to each Group.
33
<PAGE>
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) and/or 4.16(f), 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 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
34
<PAGE>
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(f)), 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 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 and the LOCs to the Trustee and declares that the Trustee holds and will
hold the (i) Certificate Insurance Policy and the Group II LOC in trust for the
use and benefit of all present and future Class II A Certificateholders and the
Insurer and (ii) the Class I B-2 LOC in trust for the use and benefit of all
present and future Class I B-2 Certificateholders.
Section 2.04 Certificate Ratings.
-------------------
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 Class II A
Certificates have been assigned the rating of "AAA" by S&P and a rating of "Aaa"
by Moody's and that the Class I A Certificates have been assigned the rating of
"AAA" by S&P and Fitch, the Class I M-1 Certificates have been assigned the
rating of "AA" by S&P and Fitch, that the Class I M-2 Certificates have been
assigned the rating of at least "A" by S&P and Fitch, that the Class I B-1
35
<PAGE>
Certificates have been assigned the rating of "BBB" by S&P and Fitch; and that
the Class I B-2 Certificates have been assigned the rating of at least "BBB" by
S&P and Fitch.
(b) 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 related 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) the Certificate Insurance Policy;
(d) an executed Auction Agent Agreement and Broker Dealer Agreement; and
(e) each LOC.
Notwithstanding anything in this Agreement to the contrary, the Servicer
shall deposit into the applicable Certificate Account all amounts in respect of
the Contracts received on or after May 1, 2000 (other than amounts due on a Due
Date occurring prior to May 1, 2000) or otherwise required to be deposited in
the applicable 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).
(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.
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(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 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.
37
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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, 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
38
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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.
----------------------
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.
39
<PAGE>
(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 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 of 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 and by general principles of equity) 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.
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<PAGE>
(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.
(o) Installments. Such Contract provides for monthly payments of principal
------------
and interest which fully amortize the loan over its term. Each Group II Contract
that has converted to a fixed rate of interest and each Group I Contract 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 and by
general principles of equity) 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
41
<PAGE>
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 and the related
Mortgaged Property 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 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 May 1, 2000 (between such
Trustee and GreenPoint Credit, LLC) or to any successor Trustee thereunder."
(y) Actuarial/Simple Interest Contracts. Except for $629,083.77 aggregate
-----------------------------------
principal amount of the Contracts on the Cut-Off Date which are simple interest
Contracts, each Contract is an actuarial manufactured housing installment loan
agreement or a 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. No Contract other than a Land Home Contract has financed any
amounts in respect of real property.
(aa) Life Insurance Policies. No Group II Contract had a prepaid single-
-----------------------
premium credit life insurance policies associated therewith.
42
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(bb) High Cost Mortgages. No Group II Contract is subject to the
-------------------
requirements in the Home Ownership and Equity Protection Act of 1994 that apply
to "high cost" mortgages.
(cc) Prepayment Penalties. No Contract provides for prepayment penalties.
--------------------
(dd) Minimum and Maximum Contract Rate. As of the Cut-Off Date, the Group I
---------------------------------
Contract with the lowest Contract Rate has a Contract Rate of 6.75% and the
Group I Contract with the highest Contract Rate has a Contract Rate of 19.00%
and the Group II Contract with the lowest Contract Rate has a Contract Rate of
6.75% and the Group II Contract with the highest Contract Rate has a Contract
Rate of 16.50%.
Section 3.03 Representations and Warranties Regarding the Contracts in the
-------------------------------------------------------------
Aggregate.
- ---------
The Contract Seller represents and warrants as of the Closing Date that:
(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. The percentage (by outstanding
principal balance as of the Cut-Off Date) of the Group I Contracts having a Net
Contract Rate that is less than the Class I A Pass-Through Rate is approximately
7.21%. The percentage (by outstanding principal balance as of the Cut-Off Date)
of the Group I Contracts having a Net Contract Rate that is less than the Class
I M-1 Pass-Through Rate is approximately 19.65%. The percentage (by outstanding
principal balance as of the Cut-Off Date) of the Group I Contracts having a Net
Contract Rate that is less than the Class I M-2 Pass-Through Rate is
approximately 19.65%. The percentage (by outstanding principal balance as of the
Cut-Off Date) of the Group I Contracts having a Net Contract Rate that is less
than the Class I B-1 Pass-Through Rate is approximately 19.65%. The percentage
(by outstanding principal balance as of the Cut-Off Date) of the Group I
Contracts having a Net Contract Rate that is less than the Class I B-2 Pass-
Through Rate is approximately 19.65%.
(b) Characteristics. The Group I Contracts have the following
---------------
characteristics as of the Cut-Off Date: (i) Group I Contracts representing
approximately 74.70% of the Contracts by remaining principal balance are
attributable to loans for purchases of new Manufactured Homes, and approximately
25.30% by remaining principal balance thereof is attributable to loans for
purchases of used Manufactured Homes; (ii) not more than approximately 11.02% of
the Group I 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 Group I 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
Group I Contracts by remaining principal balance are secured by Manufactured
Homes located in the same manufactured housing park; (iii) no Group I Contract
has a remaining maturity of more than 362 months; (iv) no Group I Contract was
originated before October 1980; (v) the final scheduled payment date on the
Group I Contract with the latest maturity is in May 2030, and (v) approximately
25.20% of the Group I Contracts by remaining principal balance are secured, or
intended to be secured, in whole or in part by a Land Home Contract. The Group
II Contracts have the following characteristics as of the Cut-Off Date: (i)
Group II Contracts representing approximately 88.40% of the Contracts by
remaining principal balance are attributable to loans for purchases of new
Manufactured Homes, and approximately 11.60% by remaining principal balance
thereof is attributable to loans for purchases of used Manufactured Homes; (ii)
not more than approximately 10.41% of the Group
43
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II 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 Group
II 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 Group II
Contracts by remaining principal balance are secured by Manufactured Homes
located in the same manufactured housing park; (iii) no Group II Contract has a
remaining maturity of more than 360 months; (iv) no Group II Contract was
originated before October 1998; (v) the final scheduled payment date on the
Group II Contract with the latest maturity is in May 2030, (vi) approximately
12.7% of the Group II Contracts by remaining principal balance are secured, or
intended to be secured, in whole or in part by a Land Home Contract, and (vii)
approximately 99.8% by aggregate of the remaining principal balances of the
Group II 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 May 15, 2000 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, the Insurer or either LOC Provider in
selecting the Contracts.
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 Contract and the related Contract File or Land
Home Contract File, as applicable (except for any certificate of title or
Mortgage 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 the 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
44
<PAGE>
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 applicable 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 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 applicable 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
45
<PAGE>
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 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
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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 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 applicable 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.
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.
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(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.
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(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 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
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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.
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Section 4.03 Records.
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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 applicable 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 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, (i) the Group I 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 2000-3,
Group I Certificate Account in trust for the Trustee as trustee for the benefit
of the Group I Certificateholders" and (ii) the Group II 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 2000-3, Group II Certificate Account in trust for the Trustee as trustee
for the benefit of the Group II Certificateholders." As of the Closing Date,
each Certificate Account shall be a segregated trust account established at Bank
One, National Association and shall be invested in One Group Institutional 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 Accounts, 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 Accounts from among the investments specified in
clauses (a) and (b) of the definition of "Eligible Investments." The Trustee
shall select such Eligible
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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 applicable Certificate
Account.
The Servicer shall deposit as promptly as practicable (but not later than
the close of business of the second Business Day) following receipt thereof:
(1) All amounts received from Obligors with respect to principal of
and interest on the Group I Contracts (including Excess Contract Payments
relating to the Group I Contracts) into the Group I Certificate Account and
all amounts received from Obligors with respect to principal of and
interest on the Group II Contracts (including Excess Contract Payments
relating to the Group II Contracts) into the Group II Certificate Account ;
(2) All Net Liquidation Proceeds relating to the Group I Contracts
into the Group I Certificate Account and all Net Liquidation Proceeds
relating to the Group II Contracts into the Group II Certificate Account;
(3) All amounts required to be deposited by the Contract Seller
pursuant to Sections 3.05(a) and (b) relating to the Group I Contracts into
the Group I Certificate Account and all amounts required to be deposited by
the Contract Seller pursuant to Sections 3.05(a) and (b) relating to the
Group II Contracts into the Group II Certificate Account;
(4) All Monthly Advances pursuant to Section 5.01 relating to the
Group I Contracts into the Group I Certificate Account and all Monthly
Advances pursuant to Section 5.01 relating to the Group II Contracts into
the Group II Certificate Account;
(5) Any proceeds of Hazard Insurance Policies pursuant to Section
4.11 and any amounts in respect of indemnification pursuant to Section 7.03
into the applicable Certificate Account;
(6) All amounts required to be withdrawn from an REO Account and
deposited in the Group I Certificate Account in accordance with Section
4.17) relating to the Group I Contracts into the Group I Certificate
Account and all amounts required to be withdrawn from an REO Account and
deposited in the Group II Certificate Account in accordance with Section
4.17) relating to the Group II Contracts into the Group II Certificate
Account;
(7) All Deficiency Amounts relating to the Group I Contracts into the
Group I Certificate Account and all Deficiency Amounts relating to the
Group II Contracts into the Group II Certificate Account;
(8) All amounts received from the Special Account in respect of a
Group II Available Funds Shortfall into the Group II Certificate Account;
and
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(9) All amounts received from the Holders of the Class R Certificates
pursuant to Section 11.12(i) hereof into the Group II Certificate Account.
The Trustee shall cause the LOC Provider to deposit in the applicable
Certificate Account all Draw Amounts pursuant to Section 5.08. The Trustee
shall cause the Insurer to deposit in the Group II Certificate Account all
Enhancement Payments made 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 advancing, but only to the extent that
the Servicer deems, in its sole judgement, such advance recoverable, 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 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 advance, but only to the extent that the Servicer, in its sole
judgment, deems such advance recoverable, 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. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any such premiums, the amount of such insufficiency shall
constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.
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 Trust Fund in an action involving the enforcement of a
Contract, the Servicer shall be reimbursed
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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 applicable 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 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
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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 advance such premiums out of its own funds (but only to the extent that it
deems, in its sole judgment, that such advances are recoverable), 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 applicable 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, but only
to the extent that it deems, in its sole judgment, such expense recoverable, 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, to
the extent that the Servicer should have maintained such Hazard Insurance Policy
pursuant to subclause (i) of this clause (c), 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. Except as provided in
the final sentence of this paragraph, 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. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any such premiums, the amount of such insufficiency shall
constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.
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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
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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) (except that the Servicer shall
not be required to make any advances that the Servicer believes, in its sole
judgment, would become a nonrecoverable advance). Any amounts collected by the
Servicer under any such Hazard Insurance Policies shall be deposited in the
applicable 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
and, if applicable, the related Mortgaged Property, 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 and that the Servicer will be reimbursed for such
Liquidation Expenses.
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Section 4.14 Trustee to Cooperate.
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(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 applicable 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 applicable 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, 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
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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.
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(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.
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(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 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.
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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.
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(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, Class I M Certificates and
Class I B 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
applicable 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 continue its duties as tax
matters person and 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 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
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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 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
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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 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
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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 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
Accounts 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 amounts distributed
thereto pursuant to Section 5.02(a) hereof shall not be an asset of the REMIC or
the Trust Fund. The Class R Certificateholder shall be the owner of the Special
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 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
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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 applicable 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 applicable Certificate Account when the
related Contract becomes a Liquidated Contract.
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;
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(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:
(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
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(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 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.
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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 2001, 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 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.
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On or before April 1 of each year, commencing in 2001, 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
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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.
--------------------------------
(a) 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 (i) Moody's of Baa3 or higher and
from S&P of BBB or higher while the Group II Certificates are outstanding or
(ii) S&P and Fitch of BBB (or, in the case of Fitch, investment grade by Duff
and Phelps) or higher while the Group I Certificates are outstanding, 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 (i) Moody's of
Baa3 or higher and from S&P of BBB or higher while the Group II Certificates are
outstanding or (ii) S&P and Fitch of BBB (or, in the case of Fitch, investment
grade by Duff and Phelps) or higher while the Group I Certificates are
outstanding, 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 with respect to Group I or Group II, as applicable.
(b) If at any time GreenPoint Bank does not own, directly or indirectly,
at least 51% of the membership interests of GreenPoint, GreenPoint shall
promptly provide notice to the Trustee that GreenPoint Bank no longer has such
ownership interest. If at any time during the term of this Agreement the
Trustee receives written notice from GreenPoint that GreenPoint Bank does not
own, directly or indirectly, at least 51% of the membership interests of
GreenPoint, or if the Trustee otherwise becomes aware that GreenPoint Bank no
longer has such ownership interest, 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.
Section 4.23 Notice of Rating Change.
-----------------------
In the event that the Class II 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 II
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 II A-2 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
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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.
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(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, (a) in the
Group I Certificate Account the Monthly Advance for the Group I Contracts for
the related Distribution Date and (b) in the Group II Certificate Account the
Monthly Advance for the Group II Contracts for the related Distribution Date,
(ii) direct the Trustee to apply all or a portion of the Excess Contract
Payments in the Group I Certificate Account or Group II Certificate Account, as
applicable, to make the Monthly Advance for the Group I Contracts or Group II
Contracts, respectively, 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 applicable 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
with respect to a Group out of (i) collections of delinquent payments of
principal and interest on Contracts with respect to such Group as to which the
Servicer previously made a Monthly Advance, (ii) available funds in the
applicable 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 applicable 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 with respect to the related Group. If a
Contract becomes a Liquidated Contract and at such time there exists an
Outstanding Amount Advanced with respect to the related Group, then the Servicer
shall reimburse itself out of funds in the applicable 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) (A) On each Distribution Date, the Trustee shall withdraw from the
Group I Certificate Account an amount equal to the sum of the Available
Distribution Amount for the Group I Certificates, and amounts received pursuant
to clause 5.02 (a)(B)(viii) for such Distribution Date and, with respect to
clauses (x) and (xi) below, the Draw Amount relating to the Class I B-2 LOC, if
any, and from the Special Account pursuant to the terms of the Insurance
Agreement and apply such amount, in the following order of priority, to the
distribution of:
(i) to the Class I A Certificateholders, the Class I A Interest
Distribution Amount;
(ii) to the Class I M-1 Certificateholders, the Class I M-1 Interest
Distribution Amount;;
(iii) to the Class I M-2 Certificateholders, the Class I M-2 Interest
Distribution Amount;
(iv) to the Class I B-1 Certificateholders, the Class I B-1 Interest
Distribution Amount;
(v) to the Class I A Certificateholders, an amount equal to any
Unpaid Class I A Principal Shortfall;
(vi) to the Class I A Certificates, the Class I A Formula Principal
Distribution Amount, until the Class I A Certificate Principal Balance has
been reduced to zero;
(vii) to the Class I M-1 Certificateholders, an amount equal to the
sum of: (A) the Class I M-1 Liquidation Loss Interest Amount, (B) the Class
I M-1 Unpaid Liquidation Loss Interest Shortfall, together with interest
thereon, to the extent legally permissible, at the Class I M-1 Pass-Through
Rate, (C) the Unpaid Class I M-1 Principal Shortfall, if any; and (D) an
amount equal to the Class I M-1 Formula Principal Distribution Amount until
the Class I M-1 Certificate Balance is reduced to zero;
(viii) to the Class I M-2 Certificateholders, an amount equal to the
sum of: (A) the Class I M-2 Liquidation Loss Interest Amount, (B) the Class
I M-2 Unpaid Liquidation Loss Interest Shortfall, together with interest
thereon, to the extent legally permissible, at the Class I M-2 Pass-Through
Rate, (C) the Unpaid Class I M-2 Principal Shortfall, if any, and (D) an
amount equal to the Class I M-2 Formula Principal Distribution Amount,
until the Class I M-2 Certificate Balance has been reduced to zero;
(ix) to the Class I B-1 Certificateholders, an amount equal to the
sum of: (A) the Class I B-1 Liquidation Loss Interest Amount, (B) the Class
I B-1 Unpaid Liquidation Loss Interest Shortfall, together with interest
thereon, to the extent legally permissible, at the Class I B-1 Pass-Through
Rate, (C) the Unpaid Class I B-1 Principal Shortfall, if any, and (D) the
Class I B Formula Principal Distribution Amount, until the Class I B-1
Certificate Balance has been reduced to zero;
(x) to the Class I B-2 Certificateholders, the Class I B-2 Interest
Distribution Amount;
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(xi) to the Class I B-2 Certificateholders, an amount equal to the
sum of: (A) the Class I B-2 Liquidation Loss Interest Amount, (B) the Class
I B-2 Unpaid Liquidation Loss Interest Shortfall, together with interest
thereon, to the extent legally permissible, at the Class I B-2 Pass-Through
Rate, (C) the Unpaid Class I B-2 Principal Shortfall, if any; and (D) the
Class I B Formula Principal Distribution Amount, until the Class I B-2
Certificate Balance has been reduced to zero;
(xii) to the LOC Provider, an amount equal to any unreimbursed Draw
Amounts on the Class I B-2 LOC;
(xiii) to the Group II Certificate Account to fund any Group II
Available Funds Shortfall;
(xiv) to the Servicer, an amount equal to any amounts owing on such
Distribution Date in respect of any unpaid Senior Monthly Servicing Fee or
the Subordinated Monthly Servicing Fee due and unpaid in respect of the
Group II Contracts; and
(xv) to the Class R Certificateholders, any remaining Available
Distribution Amount in respect of the Group I Certificates.
(B) On each Distribution Date, the Trustee shall withdraw from the Group II
Certificate Account an amount equal to the sum of the Available Distribution
Amount for the Group II Certificates, the Enhancement Payment, if any, the Draw
Amount under the Group II LOC, if any, and any amounts received pursuant to
clause 5.02 (a)(A)(xiii) for such Distribution Date and apply such amount
(provided that any amount representing a Draw Amount shall only be used with
respect to items (i), (ii) and (iii) below and any amount representing an
Enhancement Payment shall only be used with respect to items (i) and (ii)
below), in the following order of priority, to the distribution of:
(i) to the Class II A-1 Certificateholders and the Class II A-2
Certificateholders, the Class II A-1 Interest Distribution Amount and the
Class II A-2 Interest Distribution Amount, respectively; provided that if
--------
the Available Distribution Amount plus amounts available from the Group I
Certificate Account pursuant to Section 5.02(a)(A)(xiii), together with any
Draw Amount and any Enhancement Payment, is insufficient to make the full
distributions of interest referred to in this clause (i), the Available
Distribution Amount plus amounts available form the Group I Certificate
Account pursuant to Section 5.02(a)(A)(xiii), together with any Draw Amount
and any 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 II A Certificateholders, the Formula Principal
Distribution Amount for the Group II Certificates (less, with respect to
the Class II A-2 Certificateholders, the Class II A-2 Holdover Amount for
such Distribution Date) in the following order of priority:
(A) to the Class II A-1 Certificateholders until the Class II
A-1 Certificate Balance is reduced to zero; and
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(B) to the Class II A-2 Certificateholders until the Class II
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 LOC Provider (or if a Funding Event has occurred, to the
Spread Account), an amount equal to any unreimbursed Draw Amounts;
(vi) to the Class II A-1 Certificateholders and the Class II A-2
Certificateholders, the Class II A-1 Net Funds Cap Carryover Amount and
Class II A-2 Net Funds Cap Carryover Amount, respectively, provided that if
--------
the Available Distribution Amount plus any funds received pursuant to
Section 5.02(a)(A)(xiii) for the Group II Certificates is insufficient to
make the full distributions of the Net Funds Cap Carryover Amounts referred
to in this clause (vi), the Available Distribution Amount plus any funds
received pursuant to Section 5.02(a)(A)(xiii) for the Group II Certificates
shall be distributed on such Classes of Certificates pro rata based on such
full amounts allocable to such Classes;
(vii) to the Auction Agent, certain amounts that may be required to be
paid pursuant to the Auction Agent Agreement;
(viii) to the Group I Certificate Account to fund any Group I Available
Funds Shortfall;
(ix) to the Servicer, an amount equal to any amounts owing on such
Distribution Date in respect of any unpaid Monthly Servicing Fee due and
unpaid in respect of the Group I Contracts;
(x) to the Class R Certificateholders, any remaining Available
Distribution Amount in respect of the Group II Certificates.
In addition, notwithstanding the prioritization of the distribution of the
Formula Principal Distribution Amount to the Holders of the Class II A
Certificates pursuant to clause (B)(ii) above, on a Distribution Date, if any,
in respect of which a Deficiency Event is in effect, the portion of the Formula
Principal Distribution Amount for such Distribution Date that would otherwise be
distributed sequentially to the Class II A-1 and Class II A-2 Certificateholders
pursuant to clause (B)(ii) above will instead be distributed to the Class II A-1
and Class II 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 II A-1 and Class II A-2 Certificates have been
reduced to zero (but distributions among the Class II A-2 Certificates shall be
made in accordance with the terms of Section 5.02(e) hereof).
Such distributions to the Class I A Certificateholders, Class I M-1
Certificateholders, Class I M-2 Certificateholders, Class I B-1
Certificateholders , Class I B-2 Certificateholders, Class II A-1
Certificateholders and Class II A-2 Certificateholders shall be made such that
the Trustee shall distribute (a) to each Class I A Certificateholder as of the
preceding Record Date an amount equal to the product of the aggregate Percentage
Interest evidenced by such Certificateholder's Class I A Certificates and the
Class I A Distribution Amount for such Distribution Date, (b) to each Class I M-
1 Certificateholder as of the preceding Record Date an amount
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equal to the product of the aggregate Percentage Interest evidenced by such
Certificateholder's Class I M-1 Certificates and the Class I M-1 Distribution
Amount for such Distribution Date, (c) to each Class I M-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 I M-2
Certificates and the Class I M-2 Distribution Amount for such Distribution Date,
(d) to each Class I B-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 I B-1 Certificates and the Class I B-1
Distribution Amount for such Distribution Date, (e) to each Class I B-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
I B-2 Certificates and the Class I B-2 Distribution Amount for such Distribution
Date, (f) to each Class II 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 II A-1 Certificates and the Class II A-1
Distribution Amount for such Distribution Date, and (g) subject to Section
5.02(e) hereof with respect to the payments of principal, to each Class II 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
II A-2 Certificates and the Class II 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
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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 each Certificate Account, the Servicer promptly shall notify the LOC
Provider, 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 related
Certificate Account (solely out of the Available Distribution Amount for such
Distribution Date from such Certificate Account after giving effect to all
distributions to be prior to 5.02(A)(a)(xv) and 5.02(a)(B)(x), as applicable)
and distribute the amount specified in Section 5.02(a)(A)(xv) and 5.02(a)(B)(x)
for such Distribution Date to the Class R Certificateholders 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, Exhibit B-3, Exhibit
----------- ----------- ----------- -------
B-4, Exhibit B-5, Exhibit B-6, Exhibit B-7 and Exhibit C (reverse of
- --- ----------- ----------- ----------- ---------
Certificates) 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 II A-2 Pro Rata Date,
principal payments will be made to the Class II A-2 Certificates only in amounts
equal to $25,000 and integral multiples in excess thereof. On each Distribution
Date, the Class II 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 II 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
II 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 II A-2 Pro Rata Date, distributions will be made pro rata to
the Holders of the Class II 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 II A-2 Holdover Amount, shall only be
applied to payments of principal on the Class II A-2 Certificates until the
Certificate Balance of the Class II A-2 Certificates has been reduced to zero.
Section 5.03 Permitted Withdrawals from the Certificate Accounts.
---------------------------------------------------
The Servicer may, from time to time as provided herein, make withdrawals
from the applicable Certificate Account of amounts deposited therein pursuant to
Section 4.05 that are attributable to the related 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 Monthly Servicing Fee with respect to the
Group I Contracts and the Senior Monthly Servicing Fee with respect to the
Group II Contracts 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
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applicable 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 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 4.07, 4.09, 4.13
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) from the Group I Certificate Account after the Class I A
Certificate Balance, Class I B-1 Certificate Balance, Class I B-2
Certificate Balance, Class I M-1 Certificate Balance and Class I M-2
Certificate Balance have been reduced to zero and all amounts owing to the
LOC Provider in respect of the Class I B-2 LOC have been reimbursed, 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 from the Group II
Certificate Account after the Class II A-1 Certificate Balance and Class II
A-2 Certificate Balance have been reduced to zero and all amounts owing to
the Special Account have been deposited and all amounts owing the LOC
Provider in respect of the Group II LOC and the Insurer have been
reimbursed, 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 applicable 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 Accounts 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 LOC Provider, 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 I A Distribution Amount for such Distribution Date;
(b) the amount of principal to be distributed to the Class I A
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clause (a) of the definition of Formula Principal
Distribution Amount and the amount of Unpaid Class I A Principal Shortfall
distributed to such Class;
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(c) the amount of interest to be distributed to Class I A
Certificateholders on such Distribution Date (separately identifying any Class I
A Unpaid Interest Shortfall included in such distribution);
(d) the remaining Class I A 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 II A-1 Distribution Amount for such Distribution Date;
(f) the amount of principal to be distributed to the Class II A-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (c) inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class II A-1 Principal
Shortfall distributed to such Class;
(g) the amount of interest to be distributed to Class II A-1
Certificateholders on such Distribution Date (separately identifying any Class
II A-1 Unpaid Interest Shortfall included in such distribution);
(h) the remaining Class II 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);
(i) the Class II A-2 Distribution Amount for such Distribution Date;
(j) the amount of principal to be distributed to the Class II A-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (c) inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class II A-2 Principal
Shortfall distributed to such Class;
(k) the amount of interest to be distributed to Class II A-2
Certificateholders on such Distribution Date (separately identifying any Class
II A-2 Unpaid Interest Shortfall included in such distribution);
(l) the remaining Class II 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);
(m) the Class I M-1 Distribution Amount for such Distribution Date;
(n) the amount of principal to be distributed to the Class I M-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clause (a) through (c) of the definition of Formula
Principal Distribution Amount;
(o) the amount of Unpaid Class I M-1 Principal Shortfall distributed to
such Class, the aggregate amount of any Class I M-1 Liquidation Loss Amount, the
Class I M-1 Liquidation Loss Interest Amount, the Class I M-1 Unpaid Liquidation
Loss Interest Shortfall Amount, and the Class I M-1 Principal Shortfall Amount;
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(p) the amount of interest to be distributed to Class I M-1
Certificateholders on such Distribution Date (separately identifying any Class I
M-1 Unpaid Interest Shortfall included in such distribution);
(q) the remaining Class I M-1 Certificate Balance and the Class I M-1
Adjusted 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);
(r) the Class I M-2 Distribution Amount for such Distribution Date;
(s) the amount of principal to be distributed to the Class I M-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clause (a) of the definition of Formula Principal
Distribution Amount;
(t) the amount of Unpaid Class I M-2 Principal Shortfall distributed to
such Class, the aggregate amount of any Class I M-2 Liquidation Loss Amount, the
Class I M-2 Liquidation Loss Interest Amount, the Class I M-2 Unpaid Liquidation
Loss Interest Shortfall Amount, and the Class I M-2 Principal Shortfall Amount;
(u) the amount of interest to be distributed to Class I M-2
Certificateholders on such Distribution Date (separately identifying any Class I
M-2 Unpaid Interest Shortfall included in such distribution);
(v) the remaining Class I M-2 Certificate Balance and the Class I M-2
Adjusted 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);
(w) the Class I B-1 Distribution Amount for such Distribution Date;
(x) the amount of principal to be distributed to the Class I B-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clause (a) of the definition of Formula Principal
Distribution Amount;
(y) the amount of Unpaid Class I B-1 Principal Shortfall distributed to
such Class, the aggregate amount of any Class I B-1 Liquidation Loss Amount, the
Class I B-1 Liquidation Loss Interest Amount, the Class I B-1 Unpaid Liquidation
Loss Interest Shortfall Amount, and the Class I B-1 Principal Shortfall Amount;
(z) the amount of interest to be distributed to Class I B-1
Certificateholders on such Distribution Date (separately identifying any Class I
B-1 Unpaid Interest Shortfall included in such distribution);
(aa) the remaining Class I B-1 Certificate Balance and the Class I B-1
Adjusted 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);
(bb) the Class I B-2 Distribution Amount for such Distribution Date;
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(cc) the amount of principal to be distributed to the Class I B-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clause (a) of the definition of Formula Principal Amount;
(dd) the amount of Unpaid Class I B-2 Principal Shortfall distributed to
such Class, the aggregate amount of any Class I B-2 Liquidation Loss Amount, the
Class I B-2 Liquidation Loss Interest Amount, the Class I B-2 Unpaid Liquidation
Loss Interest Shortfall Amount, and the Class I B-2 Principal Shortfall Amount;
(ee) the amount of interest to be distributed to Class I B-2
Certificateholders on such Distribution Date (separately identifying any Class I
B-2 Unpaid Interest Shortfall included in such distribution);
(ff) the remaining Class I B-2 Certificate Balance and the Class I B-2
Adjusted 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);
(gg) LIBOR, the Class I A Pass-Through Rate, the Class II A-1 Pass-Through
Rate, the Class II A-2 Pass-Through Rate, the Class I M-1 Pass-Through Rate, the
Class I M-2 Pass-Through Rate, the Class I B-1 Pass-Through Rate and the Class I
B-2 Pass-Through Rate;
(hh) with respect to the Group I Contracts, the Monthly Servicing Fee, with
respect to the Group II Contracts, the Senior Monthly Servicing Fee and the
Subordinated Monthly Servicing Fee payable on such Distribution Date and 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;
(ii) the Total Regular Principal Amount for the Group I Certificates and
the Total Regular Principal Amount for the Group II Certificates, separately
stating the contribution thereto from each of the amounts specified in clauses
(a) through (f);
(jj) the Class II A-2 Holdover Amount;
(kk) the amount deposited into the Group II Certificate Account pursuant to
Section 5.02(a)(A)(xiii) and the amount deposited into the Group I Certificate
Account pursuant to Section 5.02(a)(B)(viii);
(ll) 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;
(mm) 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;
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(nn) 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;
(oo) the Enhancement Payment, the Draw Amount under each LOC, if any, on
such Distribution Date and the Undrawn Amount for each LOC;
(pp) the amount of any Monthly Advance and the Outstanding Amount Advanced
with respect to such Distribution Date;
(qq) the amount, if any, deposited into the Special Account for such
Distribution Date and the amount, if any, to be distributed to the Class R
Certificateholders;
(rr) the Net Weighted Average Contract Rate for each Group for the
Collection Period immediately preceding the month of such Distribution Date and
the Net Weighted Average Contract Rate for each Group for the Collection Period
occurring in the month in which such Distribution Date occurs;
(ss) the number of Manufactured Homes currently held by the Servicer due to
repossessions and the aggregate principal balance of the related defaulted
Contracts;
(tt) the Pool Principal Balance, expressed as a percentage of the Cut-Off
Date Pool Scheduled Principal Balance, the Group I Pool Scheduled Principal
Balance and the Group II Pool Scheduled Principal Balance;
(uu) the aggregate of the Deficiency Amounts and Servicer Deficiency
Amounts received for the preceding Collection Period;
(vv) amounts paid to the Class II A-1 Certificateholders on such
Distribution Date in respect of the Class II A-1 Net Funds Carryover Amount and
amounts paid to the Class II A-2 Certificateholders on such Distribution Date in
respect of the Class II A-2 Net Funds Carryover Amount;
(ww) any additional items required to be set forth in the Monthly Report
pursuant to the Insurance Agreement;
(xx) the Cumulative Realized Losses and the Current Realized Loss Ratio;
each as of such Distribution Date;
(yy) the Stated Amount under each LOC as of such Distribution Date, amounts
owed to the LOC Provider for previous draws under each LOC and whether either
LOC has been replaced, modified or cancelled;
(zz) the existence of any Servicing Fee Subordination Event; and
(aaa) the existence of any Servicer Termination Event.
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
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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. In addition, if the Servicer receives
a notice from the LOC Provider to the effect that the rating of the LOC Provider
by Moody's and S&P with respect to the Group II LOC or the ratings by S&P and
Fitch with respect to the Class I B-2 LOC has been reduced, suspended or
withdrawn, the Servicer will notify the Trustee, the Insurer and each Rating
Agency of its receipt of such notice within two Business Days of receipt
thereof.
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.
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 make available at its website 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. The Trustee will make the report referred to in this (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders and other parties to the
Agreement via the Trustee's internet website, which is presently located at
www.abs.bankone.com. Persons that are unable to use the above website are
entitled to have a paper copy mailed to them via First Class mail by calling the
Trustee at (1-800) 524-9472. The Trustee shall have the right to change the way
the report referred to in this Section is distributed in order to make such
distribution more convenient and/or more accessible to the above parties
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and to the Certificateholders. The Trustee shall provide timely and adequate
notification to all above parties and to the Certificateholders regarding any
such change.
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 I A Certificateholders, (f) and (g) of Section 5.04, in the
case of Class II A-1 Certificateholders, (j) and (k) of Section 5.04, in the
case of Class II A-2 Certificateholders, (n) and (o) of Section 5.04, in the
case of Class I M-1 Certificateholders, (r) and (s) of Section 5.04, in the case
of Class I M-2 Certificateholders, (v) and (x) of Section 5.04, in the case of
Class I B-1 Certificateholders, (aa) and (cc) of Section 5.04, in the case of
Class I B-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 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; LOCs; Draw
--------------------------------------------------------------
Amounts; Spread Account.
- -----------------------
(a) The parties hereto acknowledge that the Insurer has provided the
Certificate Insurance Policy in order to provide the Class II 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)(B)(i)-(ii) with respect to such
Distribution Date to the extent that the amount drawn on the Group II LOC
pursuant to clause (d) below is insufficient, to the extent that the LOC
Provider has not deposited the Draw Amount (or a Draw Amount that is sufficient
to cover the full amount distributable pursuant to Section 5.02(a)(B)(i)-(ii))
into the Certificate Account at least two Business Days prior to the related
Distribution Date, or to the extent there is an LOC Default or the Group II LOC
is no longer outstanding.
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(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
Group II Certificate Account.
(c) If, in respect of any Distribution Date, the Trustee is holding in the
Group II Certificate Account all or part of any Enhancement Payment for such
Distribution Date, then the Trustee shall distribute to the Certificateholders
pursuant to Section 5.02(a)(B)(i)-(ii) such Enhancement Payment together with
the Available Distribution Amount, any Draw Amounts with respect to the Group II
LOC and any amounts received from the Group I Certificate Account pursuant to
Section 5.02(a)(A)(xiii).
(d) The parties hereto acknowledge that the LOC Provider has provided the
Group II LOC to provide the Class II A Certificateholders and the Insurer with a
source of funds to enhance the likelihood of the receipt by such
Certificateholders and the Insurer on each Distribution Date of the aggregate
amount distributable pursuant to Section 5.02(a)(B)(i) (ii), and (iii) with
respect to such Distribution Date.
(e) Upon receipt of a Monthly Report from the Servicer that shows a Draw
Amount under the Group II LOC and in all events two Business Days prior to the
Distribution Date (as calculated by the Servicer), the Trustee shall draw under
the Group II LOC pursuant to a Certificate of P&I Deficiency Demand (and deliver
a copy of a Certificate of P&I Deficiency Demand to the LOC Provider pursuant to
the terms of the LOC), directing the LOC Provider to make payment by wire
transfer to the Group II Certificate Account (or if a Funding Event has
occurred, withdraw an amount equal to the Draw Amount from the Spread Account
and deposit such amount in the Group II Certificate Account). Within two
Business Days upon receipt by the Trustee of a Funding Event Demand from the
Servicer or the Insurer, the Trustee shall deliver a copy of such Funding Event
Demand to the LOC Provider pursuant to the terms of the Group II LOC directing
the LOC Provider to make payment by wire transfer in an amount equal to the
Undrawn Amount under the Group II LOC into the Spread Account.
(f) If, in respect of any Distribution Date, the Trustee is holding in the
Group II Certificate Account all or part of any Draw Amounts under the Group II
LOC for such Distribution Date, then the Trustee shall distribute to the
Certificateholders or the Insurer, the applicable Draw Amounts together with the
Available Distribution Amount, including any amounts received from the Group I
Certificate Account pursuant to Section 5.02(a)(A)(xiii), pursuant to Sections
5.02(a)(B)(i), (ii) and (iii).
(g) The Insurer and the LOC Provider may, without the consent of the
Trustee, the Contract Seller, the Servicer or the Certificateholders, reduce the
Stated Amount under the Group II LOC, substitute or replace the Group II LOC,
change the terms of the Group II LOC or cancel the Group II LOC upon written
notice to the Trustee. Upon such written notice, the Trustee will cooperate with
the Insurer and the LOC Provider in accordance with the written instructions on
which it may conclusively rely.
(h) Prior to any Distribution Date on which a Funding Event Demand is to be
made, the Trustee shall have established, and thereafter shall maintain, a
Spread Account, which is an
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Eligible Account, in the form of a segregated trust account titled "GreenPoint
Manufactured Housing Contract Trust, Class II A Pass-Through Certificates,
Series 2000-3, Spread Account in trust for the Trustee as trustee for the
benefit of the Certificateholders and the Insurer." The Spread Account shall be
a segregated trust account established at Bank One, National Association and
shall be invested in Eligible Investments 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 Spread 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
and the Insurer. Without limiting the generality of the foregoing, the Trustee
shall select obligations for the investment of the Spread 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 considered part of the Spread Account. The
taxpayer identification number associated with the Spread Account shall be that
of GreenPoint Bank and GreenPoint Bank will report for Federal, state and local
income tax purposes, the income, if any, represented by the Spread Account. On
any Distribution Date, to the extent that amounts on deposit in the Spread
Account exceed the Stated Amount for the Group II LOC, such excess shall be
withdrawn by the Trustee and released to the LOC Provider.
On each Distribution Date following a Funding Event, amounts on deposit in
the Spread Account pursuant to Section 5.08(h) hereof and Section 6.03 of the
Insurance Agreement, shall be applied in the following order of priority: first,
for deposit to the Group II Certificate Account pursuant to Section 4.05, any
Draw Amounts relating to the Group II LOC, and second, for deposit to the
Special Account, any Special Account Deposit Amounts (after giving effect to any
Available Distribution Amounts for the Group II Certificates). Upon the
termination of this Agreement, any amounts remaining on deposit in the Spread
Account shall be deposited to the Special Account for application in accordance
with the Insurance Agreement.
The Insurer and the LOC Provider may, without the consent of the Trustee,
the Contract Seller, the Servicer or the Certificateholders, reduce in whole or
in part amounts on deposit in the Spread Account at any time the upon written
notice to the Trustee. Upon such written notice, the Trustee will cooperate with
the Insurer and the LOC Provider in accordance with the written instructions on
which it may conclusively rely.
To the extent that this Agreement is terminated prior to the termination of
the Special Account, the Trustee shall withdraw amounts on deposit in the Spread
Account and deposit such amounts into the Special Account. To the extent that
no amounts are required to be deposited into the Special Account and there are
amounts on deposit in the Spread Account upon the termination of this Agreement,
the Trustee shall withdraw such amounts and remit them to the LOC Provider.
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(i) The parties hereto acknowledge that the LOC Provider has provided the
Class I B-2 LOC to provide the Class I B-2 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)(A)(x) and (xi) with respect to such Distribution Date.
(j) Upon receipt of a Monthly Report from the Servicer that shows a Draw
Amount under the Class I B-2 LOC (as calculated by the Servicer), the Trustee
shall draw under the Class I B-2 LOC pursuant to a Certificate of Interest
Deficiency Demand and/or Certificate of Principal Deficiency Demand, as
applicable, (and deliver a copy of such Certificate to the LOC Provider pursuant
to the terms of the Class I B-2 LOC), in each case directing the LOC Provider to
make payment by wire transfer to the Group I Certificate Account.
(k) If, in respect of any Distribution Date, the Trustee is holding in the
Group I Certificate Account all or part of any Draw Amounts under the Class I B-
2 LOC for such Distribution Date, then the Trustee shall distribute to the Class
I B-2 Certificateholders the applicable Draw Amounts together with the Available
Distribution Amount pursuant to Section 5.02(a)(A).
(l) Notwithstanding the foregoing, no Enhancement Payments made under the
Certificate Insurance Policy or Draw Amounts made under the Group II LOC shall
be used to pay amounts owing under this Agreement to any of the Holders of the
Group I Certificates and no Draw Amounts under the Class I B-2 LOC shall be used
to pay any amounts owing under this Agreement to any Certificateholder other
than the Class I B-2 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 B-3, Exhibit B-4, Exhibit B-5, Exhibit B-6,
- ----------- ------------ ----------- ----------- ----------- -----------
Exhibit B-7, Exhibit C and Exhibit D. The Class A, Class I M and Class I B
- ----------- --------- ---------
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:
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<TABLE>
<CAPTION>
Integral
Multiples in
Minimum Excess of Latest Scheduled Initial Certificate
Class Denomination Minimum Distribution Date Balance
----- ------------ ------------ ----------------- -------------------
<S> <C> <C> <C> <C>
I A $50,000 $1 June 2031 $337,652,000
I M-1 $50,000 $1 June 2031 $ 25,214,000
I M-2 $50,000 $1 June 2031 $ 19,733,000
I B-1 $50,000 $1 February 2021 $ 24,118,000
I B-2 $50,000 $1 June 2031 $ 31,792,311
II A-1 $50,000 $1 December 2021 $155,656,917
II A-2 $25,000 $25,000 June 2031 $125,000,000
</TABLE>
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 Contract Seller shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.
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,
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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 LOC Provider, the Insurer or the Servicer,
acceptable to and in form and substance satisfactory to the Trustee, the
Contract Seller, the Insurer 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 (as
to the Class R Certificates) or Exhibit J (as to the Class I M or Class I B
Certificates). Notwithstanding the foregoing, an Opinion of Counsel or
representation letter will not be required with respect to the transfer of any
Class I M Certificate or Class I B Certificate to the Depository, or for any
subsequent transfer of any interest in a Class I M Certificate or Class I B
Certificate for so long as such Certificate is a Global Certificate (each such
Class I M Certificate or Class I B Certificate, a "Global ERISA Restricted
Certificate"). Any transferee of a Global ERISA Restricted Certificate will be
deemed to have represented by virtue of its purchase or holding of such
Certificate (or interest therein) that either (a) such transferee is not an
employee benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition (each, a "Plan
Investor") or (b) (i) such transferee is an insurance company, (ii) the source
of funds used to purchase or hold such Certificate (or interest therein) is an
"insurance company general account" (as defined in U.S. Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity
that satisfies this clause (b), a "Complying Insurance Company"). If any Class I
M or Class I B Certificate (or any interest therein) is acquired or held in
violation of the provisions of clause (ii) of the first sentence of this Section
6.02(b) or clause (b) of the third sentence of this Section 6.02(b), then the
last preceding transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificateholder thereof retroactive to the
date of such transfer of such Class I M or Class I B Certificate. Any purported
Certificateholder whose acquisition or holding of any Global ERISA Restricted
Certificate (or interest therein) was effected in violation of the restrictions
in this Section 6.02(b) shall indemnify and hold harmless the Trustee, the
Contract Seller, the Servicer, and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by such parties as a result of
such
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acquisition or holding. The Trustee shall be under no liability to any Person
for making any payments due on any Certificate to such preceding transferee that
is not a Plan Investor or a Complying Insurance Company. No transfer of the
Class R Certificates will be made without the consent of the Insurer and, unless
all Group II Contracts have been converted to a fixed rate, 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 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
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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 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
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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 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
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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 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, Class I M and Class I B
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;
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(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.
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,
Class I M and Class I B 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
applicable 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 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 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
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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.
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 by the Servicer 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 each of the Insurer and the LOC Provider (provided that if an Insurer
Default or LOC Default, as applicable, has occurred and is continuing, no
consent of the Insurer or the LOC Provider, as applicable, 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; 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 in such delegation.
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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, the Insurer and the LOC Provider (provided that if an Insurer
Default or an LOC Default has occurred and is continuing, no consent of the
Insurer or the LOC Provider, as applicable, 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 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.
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The Servicer shall timely deliver to the successor the funds in the
Certificate Accounts 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 and 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 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
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(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 consent of the Insurer needs to be
obtained) and with the consent of the LOC Provider (which consent shall not be
unreasonably withheld, provided that if an LOC Default has occurred and is
continuing, no consent of the LOC Provider needs to be obtained), and, the
Trustee shall at the written direction of the Holders of Certificates (for
purposes of such direction, the Insurer shall direct on behalf of the Class II A
Certificates so long as no Insurer Default has occurred and is continuing)
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 the 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, the LOC Provider 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, the Insurer or the LOC
Provider unless such Certificateholders, the Insurer or the LOC Provider 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 Holders of Certificates evidencing Fractional Interests aggregating not
less than 25% may waive (for purposes of such waiver, the Insurer shall direct
on behalf of the Class II A Certificates so long as no Insurer Default has
occurred and is continuing) 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 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
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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 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.
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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 June 2000 and up to and
including May 2004, 9.00% of the Cut-Off Date Group II Pool Balance, (b)
if such Distribution Date is from and including June 2004 and up to and
including May 2005, 11.00% of the Cut-Off Date Group II Pool Balance,
(c) if such Distribution Date is from and including June 2005 and up to
and including March 2006, 12.50% of the Cut-Off Date Group II Pool
Balance, (d) if such Distribution Date is from and including June 2006
and up to and including May 2007, 13.50% of the Cut-Off Date Group II
Pool Balance, and (e) if such Distribution Date is on or after June
2007, 15.50% of the Cut-Off Date Group II Pool 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
(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.
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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;
(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 LOC Provider, 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
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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, the Insurer or the LOC Provider pursuant to the
provisions of this Agreement, unless such Certificateholders, the Insurer or the
LOC Provider 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, 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% (for
purposes of such writing, the Insurer sha ll direct on behalf of the Class II A
Certificates so long as no Insurer Default has occurred and is continuing);
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
-------- -------
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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, the
LOC Provider 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.
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
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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, the Insurer or the LOC Provider, 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, the Insurer or the LOC Provider;
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 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, the LOC Provider and each Rating Agency. Upon receiving such
notice of resignation, the Contract Seller, with the consent of the LOC
Provider, which consent shall not be unreasonably withheld (provided that if an
LOC Default has occurred and is continuing, no such consent needs to be obtained
from the LOC Provider) and the Insurer (provided that if an Insurer Default has
occurred and is continuing, no such consent needs to be obtained from the
Insurer) shall promptly appoint a
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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 LOC Provider (provided that if an LOC Default has
occurred and is continuing, no such consent needs to be obtained from the LOC
Provider) and the Insurer (provided that if an Insurer Default has occurred and
is continuing, no such consent needs to be obtained from the Insurer) 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.
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
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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 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 (or with the consent of the Contract Seller) 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
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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 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.
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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 applicable 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.
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
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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 I A Unpaid Interest Shortfall, Class I M-1
Unpaid Interest Shortfall, Class I M-2 Unpaid Interest Shortfall, Class I B-1
Unpaid Interest Shortfall, Class I B-2 Unpaid Interest Shortfall, Class II A-1
Unpaid Interest Shortfall and Class II 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 may only
exercise this option with the consent of the Insurer; provided, further, that if
-------- -------
any Draw Amounts have been made and not yet reimbursed, the Servicer (or the
Holders of the Class R Certificates, pursuant to the following sentence of this
paragraph) may only exercise this option with the consent of the LOC Provider,
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; (iii) the purchase of the Contracts by
the Holders of the Class R Certificates as described below or (iv) 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 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 I A Unpaid Interest Shortfall, Class I M-1 Unpaid Interest Shortfall,
Class I M-2 Unpaid Interest Shortfall, Class I B-1 Unpaid Interest Shortfall,
Class I B-2 Unpaid Interest Shortfall, Class II A-1 Unpaid Interest Shortfall
and Class II A-2 Unpaid Interest Shortfall, any Enhancement Payments made by the
Insurer but not yet reimbursed, any other amounts due and owing to the Insurer
hereunder or pursuant to the Insurance Agreement and any Draw Amounts made by
the LOC Provider 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 and/or either LOC, the Trustee shall retain
possession of Certificate Insurance Policy and the related LOC, as applicable,
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 or the LOC, the Trustee as
collateral agent shall make a claim under the Certificate Insurance Policy or
the LOC for such
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amount in accordance with Section 5.08 and distribute such amount as required
under the Certificate Insurance Policy or the LOC.
(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 K 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;
(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
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Enhancement Payment plus any other amounts due and owing to the Insurer
hereunder or pursuant to the Insurance Agreement plus any unreimbursed Draw
Amounts;
(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 applicable 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 Insurer, the LOC
Provider, the Trustee, the Contract Seller and each Rating Agency mailed no
later than the 20th 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 applicable
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 applicable Certificate
Account, to Certificateholders, in proportion to their respective
Percentage Interests, an amount equal to (a) as to the Class I A
Certificates, the Class I A Certificate Balance together with the Class I A
Unpaid Interest Shortfall and one month's interest at the Class I A Pass-
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Through Rate on the Class I A Certificate Balance, (b) as to the Class I M-
1 Certificates, the Class I M-1 Certificate Balance together with the Class
I M-1 Unpaid Interest Shortfall and one month's interest at the Class I M-1
Pass-Through Rate on the Class I M-1 Certificate Balance, (c) as to the
Class I M-2 Certificates, the Class I M-2 Certificate Balance together with
the Class I M-2 Unpaid Interest Shortfall and one month's interest at the
Class I M-2 Pass-Through Rate on the Class I M-2 Certificate Balance, (d)
as to the Class I B-1 Certificates, the Class I B-1 Certificate Balance
together with the Class I B-1 Unpaid Interest Shortfall and one month's
interest at the Class I B-1 Pass-Through Rate on the Class I B-1
Certificate Balance, (e) as to the Class I B-2 Certificates, the Class I B-
2 Certificate Balance together with the Class I B-2 Unpaid Interest
Shortfall and one month's interest at the Class I B-2 Pass-Through Rate on
the Class I B-2 Certificates, (f) as to the Class II A-1 Certificates, the
Class II A-1 Certificate Balance together with the Class II A-1 Unpaid
Interest Shortfall and one month's interest at the Class II A-1 Pass-
Through Rate on the Class II A-1 Certificates, (g) as to the Class II A-2
Certificates, the Class II A-2 Certificate Balance together with the Class
II A-2 Unpaid Interest Shortfall and one month's interest at the Class II
A-2 Pass-Through Rate on the Class II A-2 Certificates, (h) any
unreimbursed Draw Amounts to the LOC Provider and (i) any unreimbursed
Enhancement Payments to the Insurer.
(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 applicable
Certificate Account that are owed to such Certificateholder shall be withdrawn
from the applicable 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 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
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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 LOC Provider, which consent
shall not be unreasonably withheld (provided that if an LOC Default has occurred
and is continuing, no such consent needs to be obtained from the LOC Provider),
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 from the Insurer) 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, S&P and Fitch, 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 consent needs to be
obtained from the Insurer), the LOC Provider, which consent shall not be
unreasonably withheld (provided that if an LOC Default has occurred and is
continuing, no such consent needs to be obtained from the LOC Provider) and the
Servicer may at any time and from time to time amend
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this Agreement to modify, eliminate or add to any 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. Notwithstanding anything to
the contrary in this Agreement, Section 5. 08 of this Agreement as it relates to
the Group II LOC, and the definition of Group II LOC, LOC Provider with respect
to the Group II LOC, Draw Amount with respect to the Group II LOC, Undrawn
Amount with respect to the Group II LOC, Stated Amount with respect to the Group
II LOC and LOC Default with respect to the Group II LOC may be amended,
eliminated, cancelled, modified or changed in any way by mutual agreement
between the Insurer and the LOC Provider without the consent of the Trustee,
Certificateholders, the Contract Seller or the Servicer. Notwithstanding
anything to the contrary in this Agreement, in the event that the Group II LOC
is cancelled and all Draw Amounts have been reimbursed thereunder, any required
consent of the LOC Provider with respect to the Group II LOC hereunder need not
be obtained.
This Agreement may also be amended from time to time by the Contract
Seller, the Servicer and the Trustee with the consent of the LOC Provider, which
consent shall not be unreasonably withheld (provided that if an LOC Default has
occurred and is continuing, no such consent needs to be obtained from the LOC
Provider) and the Insurer, which consent shall not be unreasonably withheld
(provided that if an Insurer has occurred and is continuing, no such consent
needs to be obtained from the Insurer) 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
LOC Provider, the Insurer and each Rating Agency.
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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 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.
The Agreement may also be amended from time to time by the Insurer, without
the consent of the Trustee, the Seller, the Servicer, or Certificateholders to
reduce or eliminate the Subordinated Monthly Servicing Fee or modify, in a
manner that is beneficial to the Servicer or Subservicer, or eliminate the
definitions of Monthly Servicing Fee Subordination Event, Subordination Margin
and Subordinated Servicing Event.
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 Group I Certificates on the basis of a 360-day year and
twelve thirty-day months and with respect to the Group II Certificates on the
basis of the actual number of days elapsed during the related Interest Accrual
Period and a 360 day year and, in each case, 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.
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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;
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.
(b) 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, the LOC Provider 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, the LOC Provider and the Servicer; (c) in the case
of the LOC Provider: GreenPoint Bank, 90 Park Avenue, New York, New York 10016,
Attention: Howard Bluver, Esq. or such other address as such LOC Provider may
hereafter furnish to the Contract Seller, the Trustee and the Servicer, (d) 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 (e) in the case of the Rating Agencies, (i) Moody's
Investors Service, Inc., Manufactured Housing Monitoring Department, 99 Church
Street, New York, New York 10007, (ii) Fitch IBCA, Inc., One State Street Plaza,
New York, New York and (iii) S&P, 55 Water Street, New York, New York 10041, (f)
in the case of the Auction Agent, Bankers Trust Company, 4 Albany Street, New
York, New York
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10006, Attention: Corporate Trust and (g) 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.
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
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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
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; Extinguishment of Rights.
-------------------------------------------------
The Insurer, the Market Agent and the LOC Provider shall be a third party
beneficiary of this Agreement. The Insurer and the LOC Provider 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.
In the event that the Group I Certificates are outstanding at the time that
the Group II Certificates have been paid in full hereunder and all amounts owing
the Insurer pursuant to the terms of the Insurance Agreement have been paid and
the Certificate Insurance Policy has been terminated in accordance with its
terms, all rights (including, but not limited to, voting, waiver, consent and
Servicer removal rights) of the Insurer hereunder shall terminate.
In the event that the Group II Certificates are outstanding at the time
that the Group I Certificates have been paid in full hereunder and all amounts
owing the LOC Provider with respect to the Class I B-2 LOC hereunder have been
paid, all rights (including, but not limited to, voting, waiver, consent and
Servicer removal rights) of the LOC Provider with respect to the Class I B-2 LOC
hereunder shall terminate. In the event that the Group I Certificates are
outstanding at the time that the Group II Certificates have been paid in full
hereunder and all amounts owing the LOC Provider with respect to the Group II
LOC hereunder have been paid,
114
<PAGE>
all rights (including, but not limited to, voting, waiver, consent and Servicer
removal rights) of the LOC Provider with respect to the Group II LOC hereunder
shall terminate.
Section 11.12 Purchase Upon Conversion.
------------------------
The Holders of the Class R Certificates, by their acceptance of such
Certificates shall agree that with respect to each Group II 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 Group II
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
Group II Certificate Account, shall be withdrawn therefrom by the Servicer
and paid by the Servicer to the Holders of the Class R Certificates.
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.
Section 11.13 Subservicer.
-----------
In the event that the Insurer does not remove the Servicer pursuant to the
terms of Section 8.07 or the Trustee and/or the Certificateholders do not remove
the Servicer pursuant to the terms of Section 8.01, the Insurer, in its sole
discretion, may appoint a subservicer (the "Group II Subservicer") to act as a
subservicer with respect to the Group II Contracts. Upon such appointment, the
Group II Subservicer, Trustee and Servicer shall enter in an agreement (the
"Group II Subservicing Agreement"). The Group II Subservicing Agreement shall
be in a form and substance acceptable to the Insurer and the Insurer is
authorized and empowered to execute and deliver on behalf of the Servicer such
Group II Subservicing Agreement. The Servicer agrees to transfer all Contract
Files with respect to the Group II Contracts and all other data and material
necessary for the immediate servicing and collection of the Group II Contracts
by the Group II Subservicer. If so instructed by the Insurer, the Group II
Subservicing Agreement may provide that all of the Servicer's rights (including
the Monthly Servicing Fee attributable to the Group II Contracts) and
obligations with respect to the Group II Contracts shall vest in the Group II
Subservicer. The Group II Subservicing Agreement will also provide an
appropriate indemnity from the Group II Subservicer to the Servicer in the event
that the Group II Subservicer's gross negligence, willful misconduct or bad
faith result in any loss, expense or damage to the Servicer. The appointment of
a Group II Subservicer shall not relieve the Servicer of its obligations
hereunder.
115
<PAGE>
IN WITNESS WHEREOF, the 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/ Steven E. Charles
------------------------------------------
Name: Steven E. Charles
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 May 17, 2000 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 18th day of May, 2000, before me, Maria C. Birrueta, a notary
public in and for said State, appeared Steven E. Charles, 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 Birrueta
---------------------------------------------
Notary Public
My Commission expires 11/13/00
------------------------
[Notarial Seal]
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
<S> <C>
Schedule 1..................Auction Procedures
Exhibit A-1.................Group I Contract Schedule
Exhibit A-2.................Group II Contract Schedule
Exhibit B-1.................Form of Class I A Certificate
Exhibit B-2.................Form of Class I M-1 Certificate
Exhibit B-3.................Form of Class I M-2 Certificate
Exhibit B-4.................Form of Class I B-1 Certificate
Exhibit B-5.................Form of Class I B-2 Certificate
Exhibit B-6.................Form of Class II A-1 Certificate
Exhibit B-7.................Form of Class II 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...................Form of ERISA Representations Letter
Exhibit K...................Termination Auction Procedures
Exhibit L...................Notice of Ratings
Exhibit M-1.................Form of Class I B-2 LOC
Exhibit M-2.................Form of Group II LOC
</TABLE>
<PAGE>
SCHEDULE I
AUCTION PROCEDURES
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 May 1, 2000 relating to the
GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates Series
2000-3 (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").
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 July, 2000, other than:
each Interest Accrual Period commencing after the ownership of the Class II A-
2 Certificates is no longer maintained in Book-Entry Form by the Depository;
each Interest Accrual Period commencing after and during the continuance of an
Insurer Default; or
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.
"Authorized Denominations" means, with respect to the Class II A-2 Certificates,
------------------------
[$25,000] and integral multiples of [$25,000] in excess thereof.
Schedule I-1
<PAGE>
"Available Class II 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 II A-2 Certificates.
"Existing Certificateholder Registry" means the registry of Persons who are
-----------------------------------
owners of the Class II 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 II 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 II 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 II 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 II 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 II A-2
-----------
Certificates theretofore authenticated and delivered under the Pooling and
Servicing Agreement except:
(i) Class II A-2 Certificates theretofore cancelled by the Certificate
Registrar or delivered to the Certificate Registrar for cancellation;
Schedule I-3
<PAGE>
(ii) Class II 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 II A-2 Certificates in exchange for or in lieu of other
Class II 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 II A-2 Certificates (or, in the case of
an Existing Certificateholder thereof, an additional principal amount of Class
II A-2 Certificates).
"Rate Adjustment Date" means the date on which a Class II 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.
---------------
General Provisions.
------------------
The Class II A-2 Certificates shall bear interest at the Class II A-2 Pass-
Through Rate. For each Interest Accrual Period, interest at the Class II 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:
if the ownership of the Class II A-2 Certificates is no longer maintained in
Book-Entry Form, the Class II 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 of the Group II Contracts on the Business Day
immediately preceding the first day of such subsequent Interest Accrual Period;
or
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 II 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 of the Group II
Contracts 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 II A-2 Pass-Through Rate and either the Auction Rate or
the Net Weighted Average Contract Rate of the Group II Contracts, as the case
may be, when such rate is not the Class II A-2 Pass-Through Rate. The Trustee
shall notify the Certificateholders of the Class II A-2 Pass-Through Rate
applicable to the Class II 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 II A-2 Certificates or the
Pooling and Servicing Agreement, interest payable on the Class II 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 of the Group II Contracts in effect for such Interest Accrual
Period.
If the Auction Rate is greater than the Net Weighted Average Contract Rate of
the Group II Contracts, then the Class II A-2 Pass-Through Rate for that
Interest Accrual Period will be the Net Weighted Average Contract Rate of the
Group II Contracts. If the Class II A-2 Pass-Through Rate for any Interest
Accrual Period is the Net Weighted Average Contract Rate of the Group II
Contracts, 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 II
A-2 Pass-Through Rate, without giving effect to the Net Weighted Average
Contract Rate of the Group II Contracts 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
Schedule I-5
<PAGE>
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.
AUCTION PROCEDURES
Class II A-2 Pass-Through Rate.
-------------------------------
Determining the Class II A-2 Pass-Through Rate for the Class II A-2
Certificates.
By purchasing Class II A-2 Certificates, whether in an Auction or otherwise,
each purchaser of the Class II 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 II 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 II A-2 Certificates is maintained in Book-
Entry Form, an Existing Certificateholder may sell, transfer or otherwise
dispose of Class II A-2 Certificates only pursuant to a Bid or Sell Order placed
in an Auction or otherwise sell, transfer or dispose of Class II 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:
1. Prior to the Submission Deadline on each Auction Date:
each Existing Certificateholder may submit to a Broker-Dealer by telephone or
otherwise any information as to:
the principal amount of Outstanding Class II A-2 Certificates owned by such
Existing Certificateholder which such Existing Certificateholder desires to
continue to own without regard to the Class II A-2 Pass-Through Rate for the
next succeeding Interest Accrual Period;
the principal amount of Outstanding Class II A-2 Certificates owned by such
Existing Certificateholder which such Existing Certificateholder offers to sell
if the Class II 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
the principal amount of Outstanding Class II A-2 Certificates owned by such
Existing Certificateholder which such Existing Certificateholder offers to sell
without regard to the Class II A-2 Pass-Through Rate for the next succeeding
Interest Accrual Period;
Schedule I-6
<PAGE>
and
one or more Broker-Dealers may contact Potential Certificateholders to
determine the principal amount of Class II A-2 Certificates which each Potential
Certificateholder offers to purchase, if the Class II 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."
1. Subject to the provisions of Section 2.1.1(b) hereof, a Bid by an
Existing Certificateholder shall constitute an irrevocable offer to sell:
the principal amount of Outstanding Class II A-2 Certificates specified in
such Bid if the Class II A-2 Pass-Through Rate determined as provided in this
Section 2.1.1 shall be less than the rate specified therein; or
such principal amount, or a lesser principal amount of Outstanding Class II A-
2 Certificates to be determined as set forth in Section 2.1.1 (d)(i)(D) hereof,
if the Class II A-2 Pass-Through Rate determined as provided in this Section
2.1.1 shall be equal to the rate specified therein; or
such principal amount, or a lesser principal amount of outstanding Class II 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 II A-2 Pass-Through
Rate and Sufficient Bids have not been made.
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:
the principal amount of Outstanding Class II A-2 Certificates specified in
such Sell Order; or
such principal amount, or a lesser principal amount of Outstanding Class II A-
2 Certificates set forth in Section 2.1.1(d)(ii)(C) hereof, if Sufficient Bids
have not been made.
Subject to the provisions of Section 2.1.1(b) hereof, a Bid by a Potential
Certificateholder shall constitute an irrevocable offer to purchase:
the principal amount of Outstanding Class II A-2 Certificates specified in
such Bid if the Class II 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
Schedule I-7
<PAGE>
such principal amount, or a lesser principal amount of Outstanding Class II A-
2 Certificates set forth in Section 2.1.1(d)(i)(E) hereof, if the Class II A-2
Pass-Through Rate determined as provided in this Section 2.1.1 shall be equal to
the rate specified in such Bid.
1. 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:
the name of the Bidder placing such Order;
the aggregate principal amount of Class II A-2 Certificates that are the
subject of such Order;
to the extent that such Bidder is an Existing Certificateholder:
the principal amount of Class II A-2 Certificates, if any, subject to any Hold
Order placed by such Existing Certificateholder;
the principal amount of Class II A-2 Certificates, if any, subject to any Bid
placed by such Existing Certificateholder and the rate specified in such Bid;
and
the principal amount of Class II A-2 Certificates, if any, subject to any Sell
Order placed by such Existing Certificateholder;
and
to the extent such Bidder is a Potential Certificateholder, the rate specified
in such Potential Certificateholder's Bid.
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.
If an Order or Orders covering all Outstanding Class II 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 II A-2 Certificates owned by such Existing
Certificateholder and not subject to an Order submitted to the Auction Agent.
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.
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
Schedule I-8
<PAGE>
Class II A-2 Certificates owned by such Existing Certificateholder, such Orders
shall be considered valid as follows and in the following order of priority:
All Hold Orders shall be considered valid, but only up to the aggregate
principal amount of Outstanding Class II A-2 Certificates owned by such Existing
Certificateholder, and if the aggregate principal amount of Class II A-2
Certificates subject to such Hold Orders exceeds the aggregate principal amount
of Class II A-2 Certificates owned by such Existing Certificateholder, the
aggregate principal amount of Class II A-2 Certificates subject to each such
Holder Order shall be reduced pro rata so that the aggregate principal amount of
Class II A-2 Certificates subject to such Hold Order equals the aggregate
principal amount of Outstanding Class II A-2 Certificates owned by such Existing
Certificateholder.
1. any Bid shall be considered valid up to an amount equal to the excess of
the principal amount of Outstanding Class II A-2 Certificates owned by such
Existing Certificateholder over the aggregate principal amount of Class II A-2
Certificates subject to any Hold Order referred to in clause (A) of this
paragraph (v);
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 II 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;
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
in any such event, the amount of the Outstanding Class II 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
All Sell Orders shall be considered valid up to an amount equal to the excess
of the principal amount of Outstanding Class II A-2 Certificates owned by such
Existing Certificateholder over the aggregate principal amount of Class II A-2
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).
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.
An Existing Certificateholder that offers to purchase additional Class II A-2
Certificates is, for purposes of such offer, treated as a Potential
Certificateholder.
Any Bid or Sell Order submitted by an Existing Certificateholder covering an
aggregate principal amount of Class II 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
Schedule I-9
<PAGE>
covering an aggregate principal amount of Class II A-2 Certificates not equal to
an Authorized Denomination shall be rejected.
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.
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.
1. 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:
the excess of the total principal amount of Outstanding Class II A-2
Certificates over the sum of the aggregate principal amount of Outstanding Class
II A-2 Certificates subject to Submitted Hold Orders (such excess being herein
referred to as the "Available Class II A-2 Certificates" of such Class), and
from the Submitted Orders whether:
the aggregate principal amount of Outstanding Class II 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:
the aggregate principal amount of Outstanding Class II A-2 Certificates
subject to Submitted Bids by Existing Certificateholders specifying one or more
rates higher than the Maximum Auction Rate; and
the aggregate principal amount of Outstanding Class II 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 II 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
if Sufficient Bids exist, the "Bid Auction Rate", which shall be the lowest
rate specified in such Submitted Bids such that if:
(x) each Submitted Bid from Existing Certificateholders specifying such lowest
rate and (y) all other Submitted Bids from Existing Certificateholders
specifying lower rates were
Schedule I-10
<PAGE>
rejected, thus entitling such Existing Certificateholders to continue to own the
principal amount of Class II A-2 Certificates subject to such Submitted Bids;
and
(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 II A-2 Certificates which, when added to the aggregate principal amount of
Outstanding Class II A-2 Certificates to be purchased by such Potential
Certificateholders described in subclause (2) above, would equal not less than
the Available Class II A-2 Certificates.
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 of the Group II Contracts (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:
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;
if Sufficient Bids do not exist (other than because all of the Outstanding
Class II 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;
if all Outstanding Class II 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
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.
Promptly after the Auction Agent has determined the Auction Rate, the Auction
Agent shall determine and advise the Trustee of the applicable Class II A-2
Pass-Through Rate, which rate shall be the lesser of (a) the Auction Rate and
(b) the Net Weighted Average Contract Rate of the Group II Contracts.
Existing Certificateholders shall continue to own the principal amount of
Class II A-2 Certificates that are subject to Submitted Hold Orders. If the Net
Weighted Average Contract Rate of the Group II Contracts 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 II 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).
Schedule I-11
<PAGE>
If the Net Weighted Average Contract Rate of the Group II Contracts is less
than the Auction Rate, the Net Weighted Average Contract Rate of the Group II
Contracts will be the Class II A-2 Pass-Through Rate. If the Auction Agent has
not received Sufficient Bids (other than because all of the Outstanding Class II
A-2 Certificates of such Class are subject to Submitted Hold Orders), the Class
II A-2 Pass-Through Rate will be the lesser of the Maximum Auction Rate and the
Net Weighted Average Contract Rate of the Group II Contracts. 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).
if Sufficient Bids have been made and the Net Weighted Average Contract Rate
of the Group II Contracts is equal to or greater than the Bid Auction Rate (in
which case the Class II 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:
Existing Certificateholders' Submitted Bids specifying any rate that is higher
than the Class II A-2 Pass-Through Rate shall be accepted, thus requiring each
such Existing Certificateholder to sell to aggregate principal amount of Class
II A-2 Certificates subject to such Submitted Bids;
Existing Certificateholders' Submitted Bids specifying any rate that is lower
than the Class II A-2 Pass-Through Rate shall be rejected, thus entitling each
such Existing Certificateholder to continue to own the aggregate principal
amount of Class II A-2 Certificates subject to such Submitted Bids;
Potential Certificateholders' Submitted Bids specifying any rate that is lower
than the Class II A-2 Pass-Through Rate shall be accepted;
Each Existing Certificateholders' Submitted Bid specifying a rate that is
equal to the Class II A-2 Pass-Through Rate shall be rejected, thus entitling
such Existing Certificateholder to continue to own the aggregate principal
amount of Class II A-2 Certificates subject to such Submitted Bid, unless the
aggregate principal amount of Outstanding Class II A-2 Certificates subject to
all such Submitted Bids shall be greater than the principal amount of Class II
A-2 Certificates (the "remaining principal amount") equal to the excess of the
Available Class II A-2 Certificates over the aggregate principal amount of Class
II 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 II A-2 Certificates subject to such Submitted Bid, but only in an
amount equal to the aggregate principal amount of Class II 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 II 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 II A-2
Schedule I-12
<PAGE>
Certificates subject to such Submitted Bids made by all such Existing
Certificateholders that specified a rate equal to the Class II A-2 Pass-Through
Rate; and
Each Potential Certificateholder's Submitted Bid specifying a rate that is
equal to the Class II A-2 Pass-Through Rate shall be accepted, but only in an
amount equal to the principal amount of Class II A-2 Certificates obtained by
multiplying the excess of the aggregate principal amount of Available Class II
A-2 Certificates over the aggregate principal amount of Class II 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 II A-2 Certificates
subject to such Submitted Bid and the denominator of which shall be the sum of
the principal amount of Outstanding Class II A-2 Certificates subject to
Submitted Bids made by all such Potential Certificateholders that specified a
rate equal to the Class II A-2 Pass-Through Rate.
If Sufficient Bids have not been made (other than because all of the
Outstanding Class II A-2 Certificates of the applicable Class are subject to
submitted Hold Orders), or if the Net Weighted Average Contract Rate of the
Group II Contracts is less than the Bid Auction Rate (in which case the Class II
A-2 Pass-Through Rate shall be the Net Weighted Average Contract Rate of the
Group II Contracts), Submitted Orders shall be accepted or rejected as follows
in the following order of priority and all other Submitted Bids shall be
rejected:
Existing Certificateholders' Submitted Bids specifying any rate that is equal
to or lower than the Class II A-2 Pass-Through Rate shall be rejected, thus
entitling such Existing Certificateholders to continue to own the aggregate
principal amount of Class II A-2 Certificates subject to such Submitted Bids;
Potential Certificateholders' Submitted Bids specifying (1) any rate that is
equal to or lower than the Class II A-2 Pass-Through Rate shall be accepted and
(2) any rate that is higher than the Class II A-2 Pass-Through Rate shall be
rejected; and
Each Existing Certificateholder's Submitted Bid specifying any rate that is
higher than the Class II 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 II 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 II A-2 Certificates obtained by multiplying the aggregate
principal amount of Class II 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
II 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 II A-2 Certificates subject to
all such Submitted Bids and Submitted Sell Orders.
If all Outstanding Class II A-2 Certificates are subject to Submitted Hold
Orders, all Submitted Bids shall be rejected.
Schedule I-13
<PAGE>
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 II 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 II A-2 Certificates to be purchased or sold by any Existing
Certificateholder or Potential Certificateholder so that the principal amount of
Class II 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.
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 II A-2 Certificates, the
Auction Agent shall, in such manner as in its sole discretion it shall
determine, allocate Class II A-2 Certificates for purchase among Potential
Certificateholders so that only Class II 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 II A-2
Certificates.
Based on the result of each Auction, the Auction Agent shall determine the
aggregate principal amount of Class II A-2 Certificates to be purchased and the
aggregate principal amount of Class II 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 II A-2 Certificates to
be sold differs from such aggregate principal amount of Class II 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 II A-2 Certificates.
Any calculation by the Auction Agent, the Servicer or the Trustee, as
applicable, of the Class II A-2 Pass-Through Rate, One-Month LIBOR, the Maximum
Auction Rate, the All Hold Rate and the Net Weighted Average Contract Rate of
the Group II Contracts shall, in the absence of manifest error, be binding on
all other parties.
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.
Calculation of Maximum Auction Rate, All Hold Rate, Net Weighted Average
Contract Rate of the Group II Contracts and One-Month LIBOR.
The Trustee shall inform the Auction Agent of the Net Weighted Average Contract
Rate of the Group II Contracts applicable to the Class II A-2 Certificates in
writing no later than the Business Day preceding each Auction Date as calculated
by Servicer pursuant to Section
Schedule I-14
<PAGE>
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 of the Group II Contracts, 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 II 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 of
the Group II Contracts on the Business Day immediately preceding the first day
of each Interest Accrual Period commencing after the delivery of certificates
representing the Class II 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 II 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.
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 II A-2 Certificates is maintained in Book-Entry Form
by the Depository the date of such next Distribution Date.
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 II A-2 Certificates is maintained in Book-Entry Form by the
Depository.
Auction Agent.
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
Schedule I-15
<PAGE>
any time by the Trustee or the Certificateholders of 66-2/3% of the aggregate
principal amount of the Class II 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 II
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.
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.
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.
Broker-Dealers.
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.
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.
Schedule I-16
<PAGE>
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 II 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.
Additional Provisions Regarding the Class II A-2 Pass-Through Rates on the
--------------------------------------------------------------------------
Class II A-2 Certificates.
- -------------------------
The determination of a Class II 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 II A-2 Certificates to which such Class II A-2 Pass-Through Rate applies,
and the Trustee may rely thereon for all purposes.
In no event shall the cumulative amount of interest paid or payable on the Class
II A-2 Certificates (including interest calculated as provided herein, plus any
other amounts that constitute interest on the Class II A-2 Certificates under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to the Class II A-2 Certificates or related documents) calculated from
the date of issuance of the Class II A-2 Certificates through any subsequent day
during the term of the Auction Rate or otherwise prior to payment in full of the
Class II 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 II A-2 Certificates or related documents or
otherwise contracted for, charged, reserved, taken or received in connection
with the Class II A-2 Certificates, or if the acceleration of the maturity of
the Class II A-2 Certificates results in payment to or receipt by the
Certificateholder or any former Certificateholder of the Class II A-2
Certificates of any interest in excess of that permitted by applicable law,
then, notwithstanding any provision of the Class II A-2 Certificates or related
documents to the contrary, all excess amounts theretofore paid or received with
respect to the Class II A-2 Certificates shall be credited on the principal
balance of the Class II A-2 Certificates (or, if the Class II A-2 Certificates
have been paid or would thereby be paid in full, refunded by the recipient
thereof), and the provisions of the Class II 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 II A-2 Certificates and under the related documents.
Schedule I-17
<PAGE>
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-1
GROUP I CONTRACT SCHEDULE
(you can obtain a copy from the Trustee)
Exhibit A-1-1
<PAGE>
EXHIBIT A-2
GROUP II CONTRACT SCHEDULE
(you can obtain a copy from the Trustee)
Exhibit A-2-1
<PAGE>
EXHIBIT B-1
FORM OF CLASS I A 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").
<TABLE>
<CAPTION>
<S> <C>
Certificate No. : I A-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $_______________
Initial Certificate Balance of all
Class I A Certificates : $337,652,000
Pass-Through Rate : The lesser of (a) 8.45% per annum
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : June 2031
CUSIP : 395386AY1
</TABLE>
Exhibit B-1-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class I A 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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 I A
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 May 1,
2000 (the "Agreement"), among the Contract Seller, the 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
20th day of each month or, if such 20th 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 I A Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the Business Day preceding such Distribution Date.
Distributions to the Holder of this Class I A 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 I A
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.
* * *
Exhibit B-1-3
<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 I A 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-1-4
<PAGE>
EXHIBIT B-2
FORM OF CLASS I M-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").
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
CONTRACT SELLER, THE SERVICER 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 CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
Exhibit B-2-1
<PAGE>
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE CONTRACT SELLER, THE SERVICER AND THE TRUST FUND FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS I M-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I
A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : I M-1-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class I M-1 Certificates : $25,214,000
Pass-Through Rate : The lesser of (a) 9.01% per annum
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : June 2031
CUSIP : 395386AZ8
</TABLE>
Exhibit B-2-2
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class I M-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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 I M-1
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of May 1, 2000 (the "Agreement"), among the Contract Seller, the 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
20th day of each month or, if such 20th 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 I M-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 last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class I M-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 I M-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-2-3
<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.
No transfer of this Class I M-1 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 the Class I M-1 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 Contract Seller, the Servicer
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
Agreement, stating either (a) 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, or (b) that the transferee is an insurance company, the source of funds to
be used by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
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 B-2-4
<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 I M-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-2-5
<PAGE>
EXHIBIT B-3
FORM OF CLASS I M-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").
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
CONTRACT SELLER, THE SERVICER 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 CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
Exhibit B-3-1
<PAGE>
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE CONTRACT SELLER, THE SERVICER AND THE TRUST FUND FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS I M-2 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I
A AND CLASS I M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : I M-2-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class I M-2 Certificates : $19,733,000
Pass-Through Rate : The lesser of (a) 9.25% per annum
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : June 2031
CUSIP : 395386BA2
</TABLE>
Exhibit B-3-2
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class I M-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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 I M-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of May 1, 2000 (the "Agreement"), among the Contract Seller, the 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
20th day of each month or, if such 20th 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 I M-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 last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class I M-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 I M-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-3-3
<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.
No transfer of this Class I M-2 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 the Class I M-2 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 Contract Seller, the Servicer
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
Agreement, stating either (a) 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, or (b) that the transferee is an insurance company, the source of funds to
be used by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
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 B-3-4
<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 I M-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-3-5
<PAGE>
EXHIBIT B-4
FORM OF CLASS I B-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").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _________, 2000. ASSUMING
THAT THE CONTRACTS PREPAY AT ____% OF THE PREPAYMENT MODEL (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$_____ OF OID PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY
IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL INTEREST ACCRUAL
PERIOD IS NOT MORE THAN $______ PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
CONTRACTS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT MODEL OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
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
CONTRACT SELLER, THE SERVICER 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 CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
Exhibit B-4-1
<PAGE>
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE CONTRACT SELLER AND THE TRUST FUND FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS I B-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I
A AND CLASS I M CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : I B-1-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of
</TABLE>
Exhibit B-4-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class I B-1 Certificates : $24,118,000
Pass-Through Rate : The lesser of (a) 9.25% per annum
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : February 2021
CUSIP : 395386BB0
</TABLE>
Exhibit B-4-3
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class I B-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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 I B-1
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of May 1, 2000 (the "Agreement"), among the Contract Seller, the 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
20th day of each month or, if such 20th 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 I B-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 last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class I B-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 I B-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-4-4
<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.
No transfer of this Class I B-1 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 the Class I B-1 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 Contract Seller, the Servicer
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
Agreement, stating either (a) 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, or (b) that the transferee is an insurance company, the source of funds to
be used by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
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 B-4-5
<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 I B-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-4-6
<PAGE>
EXHIBIT B-5
FORM OF CLASS I B-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").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _________, 2000. ASSUMING
THAT THE CONTRACTS PREPAY AT ____% OF THE PREPAYMENT MODEL (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$_____ OF OID PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY
IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL INTEREST ACCRUAL
PERIOD IS NOT MORE THAN $______ PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
CONTRACTS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT MODEL OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
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
CONTRACT SELLER, THE SERVICER 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 CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
Exhibit B-5-1
<PAGE>
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE CONTRACT SELLER AND THE TRUST FUND FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS I B-2 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I
A, CLASS I M AND CLASS I B-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN.
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : I B-2-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of
</TABLE>
Exhibit B-5-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class I B-2 Certificates : $31,792,311
Pass-Through Rate : The lesser of (a) 9.25% per annum
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : June 2031
CUSIP : 395386BC8
</TABLE>
Exhibit B-5-3
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class I B-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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 I B-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of May 1, 2000 (the "Agreement"), among the Contract Seller, the 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
20th day of each month or, if such 20th 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 I B-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 last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class I B-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 I B-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-5-4
<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.
No transfer of this Class I B-2 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 the Class I B-2 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 Contract Seller, the Servicer
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
Agreement, stating either (a) 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, or (b) that the transferee is an insurance company, the source of funds to
be used by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
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 B-5-5
<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 I B-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-5-6
<PAGE>
EXHIBIT B-6
FORM OF CLASS II 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").
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : II A-1-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Initial Certificate Balance of $___________
this Certificate ("Denomination") :
Initial Certificate Balance of all
Class II A-1 Certificates : $155,656,917
Pass-Through Rate : The lesser of (a) LIBOR plus 0.27%,
per annum or (b) the related Net
Funds Cap
Month of Last Scheduled
Distribution Date : December 2021
CUSIP : 395386BD6
</TABLE>
Exhibit B-6-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class II 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 II 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 May 1,
2000 (the "Agreement"), between the Contract Seller, the 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
20th day of each month or, if such 20th 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 II 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 II 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 II A-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register.
Exhibit B-6-2
<PAGE>
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.
* * *
Exhibit B-6-3
<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 II 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-6-4
<PAGE>
EXHIBIT B-7
FORM OF CLASS II 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").
<TABLE>
<CAPTION>
<S> <C> <C>
Certificate No. : II A-2-__
Date of Pooling and Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : July 10, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $______________
Initial Certificate Balance of all
Class II A-2 Certificates : $125,000,000
Pass-Through Rate : The lesser of (a) the Auction Rate
or (b) the related Net Funds Cap
Month of Last Scheduled
Distribution Date : June 2031
CUSIP : 395386BE4
</TABLE>
Exhibit B-7-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-3
evidencing a percentage interest in any distributions allocable to the
Class II 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 II 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 May 1,
2000 (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
8th day of each month or, if such 8th 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 II 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 II 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 II A-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-7-2
<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.
* * *
Exhibit B-7-3
<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 II 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-7-4
<PAGE>
EXHIBIT C
FORM OF REVERSE OF CERTIFICATES
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
This Certificate is one of a duly authorized issue of Certificates
designated as GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-3 issued in eight Classes (Class I A, Class I M-1,
Class I M-2, Class I B-1, Class I B-2, Class II A-1, Class II 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 related 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 related 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 20th 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 I A Unpaid Interest Shortfall, Class I M-
1 Unpaid Interest Shortfall, Class I M-2 Unpaid Interest Shortfall, Class I B-1
Unpaid Interest Shortfall, Class I B-2 Unpaid Interest Shortfall, Class II A-1
Unpaid Interest Shortfall, and Class II 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 may only
exercise this option with the consent of the Insurer; provided, further, that if
--------- -------
any Draw Amounts have been made and not yet reimbursed, the Servicer (or the
Holders of the Class R Certificates pursuant to the following sentence of this
paragraph) may only exercise this option with the consent of the LOC Provider,
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
Exhibit C-2
<PAGE>
(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 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 I A Unpaid Interest
Shortfall, Class I M-1 Unpaid Interest Shortfall, Class I M-2 Unpaid Interest
Shortfall, Class I B-1 Unpaid Interest Shortfall, Class I B-2 Unpaid Interest
Shortfall, Class II A-1 Unpaid Interest Shortfall, and Class II A-2 Unpaid
Interest Shortfall and any Enhancement Payments made by the Insurer but not yet
reimbursed, and any other amounts due and owing to the Insurer hereunder or
pursuant to the Insurance Agreement and any Draw Amounts made by the LOC
Provider 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, plus
any other amounts due and owing to the Insurer pursuant to the Agreement or
pursuant to the Insurance Agreement, plus any unreimbursed Draw Amounts. 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, the Servicer 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
Exhibit C-3
<PAGE>
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 last survivor
of the descendants living at the date of the Agreement of the certain person
named in the Agreement; provided that if the Trust Fund is dissolved prior to
--------
the termination of the Certificate Insurance Policy and the related LOC, as
applicable, 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 or the
LOC, the Trustee as collateral agent shall make a claim under the Certificate
Insurance Policy or the LOC for such amount in accordance with Section 5.08 and
distribute such amount as required under the Certificate Insurance Policy or the
LOC.
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
CONTRACT SELLER, THE SERVICER 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 CONTRACT
SELLER, THE SERVICER 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. THE HOLDERS OF THE CLASS R CERTIFICATES, BY
PURCHASING SUCH CLASS R
Exhibit D-1
<PAGE>
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 CLASS I A
CERTIFICATES, CLASS I M CERTIFICATES, CLASS I B CERTIFICATES, AND CLASS II A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
<TABLE>
<CAPTION>
Certificate No. : R-__
<S> <C>
Date of Pooling and
Servicing Agreement : May 1, 2000
Cut-Off Date : April 30, 2000
First Distribution Date : June 20, 2000
Percentage Interest
Evidenced by this
Class R Certificate _____%
</TABLE>
Exhibit D-2
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-3
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 the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (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 May 1, 2000 (the "Agreement"), among the Contract Seller,
the 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.
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 Contract Seller, the Servicer 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 May 1, 2000, among the Contract Seller, the 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
______, 2000.
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][federal savings bank] (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 May 1, 2000, among GreenPoint Credit, LLC, in its
capacity as Contract Seller and in its capacity as 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
______, 2000.
[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 2000-3, 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 May 18,
2000, 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 capacity as
Exhibit G-1-2
<PAGE>
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 May 18, 2000, 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 ________, 2000.
[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_____,20__.
_____________________________________________
NOTARY PUBLIC
My Commission expires the __ day of ________,
20__.
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
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Re: GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-3
-----------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ________
(the "Transferor") to _________(the "Buyer") of $___________Initial Certificate
Balance of GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-3, Class R (the "Certificates"), issued pursuant to
Section 6.02(c) of the Pooling and Servicing Agreement (the "Agreement"), dated
as of May 1, 2000, among GreenPoint Credit, LLC, in its capacity as Contract
Seller (the "Contract Seller") and in its capacity as Servicer (the "Servicer")
and Bank One, National Association (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, the Servicer 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
(a copy can be obtained from the Trustee)
Exhibit H-1
<PAGE>
EXHIBIT I
FORM OF DEPOSITORY AGREEMENT
(a copy can be obtained from the Trustee)
Exhibit I-1
<PAGE>
EXHIBIT J
ERISA Representation Letter
[date]
GreenPoint Credit, LLC
10089 Willow Creek Road
San Diego, California 92131
Bank One, National Association
1 Bank One Plaza
Chicago, Illinois 60670-0126
Re: GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-3 - Class [ ] Certificates
------------------------------------------------------------------
Dear Ladies and Gentlemen:
[_________________________] (the "Purchaser") intends to purchase from
[______________________] (the "Seller") $[__________________] initial
Certificate Balance of the above-referenced certificates (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2000, among GreenPoint Credit, LLC, as
seller and servicer ("GreenPoint") and Bank One, National Association, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants
with GreenPoint and the Trustee that, either:
(a) The Purchaser is not an employee benefit 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 Internal
Revenue Code of 1986, as amended (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 within the meaning of the U.S. Department of
Labor ("DOL") regulation at 29 C.F.R.(S)2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by which to purchase the Certificates is an "insurance company general
account" (as such term is defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied.
Exhibit J-1
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with GreenPoint and the Trustee that the Purchaser will not
transfer the Certificates to any Plan or person unless such Plan or person meets
the requirements set forth in either (a) or (b) above.
Very truly yours,
By: ____________________________
Name: __________________________
Title: _________________________
Exhibit J-2
<PAGE>
EXHIBIT K
TERMINATION AUCTION PROCEDURES
------------------------------
The following sets forth the auction procedures to be followed in
connection with a sale effected pursuant to Section 10.01(b) of the Pooling and
Servicing Agreement (the "Agreement"), dated as of May 1, 2000, among GreenPoint
Credit, LLC, in its capacity as Contract Seller (the "Contract Seller") and in
its capacity as Servicer (the "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 May 12,
2000 relating to the public offering of certain of the Certificates.
None of the Trustee, the Contract Seller or the Servicer 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 K-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 Accounts, 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 K-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 K-3
<PAGE>
EXHIBIT L
NOTICE OF RATINGS
GREENPOINT CREDIT
MANUFACTURED HOUSING CONTRACT TRUST
PASS-THROUGH CERTIFICATES, SERIES 2000-3
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 May 1, 2000 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 II A-2 Certificates
are held in Book-Entry Form]] [Trustee [if the Class II 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
II A-2 Certificates is ____ ; and
2. as of the date of this notice the rating by Standard &
Poor's on the Class II 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 L-1
<PAGE>
EXHIBIT M-1
FORM OF CLASS I B-2 LOC
(you can obtain a copy from the Trustee)
Exhibit M-1-1
<PAGE>
EXHIBIT M-2
FORM OF GROUP II LOC
(you can obtain a copy from the Trustee)
Exhibit M-2-1
