<PAGE>
EXHIBIT 4.1
GREENPOINT CREDIT, LLC,
CONTRACT SELLER AND SERVICER,
and
BANK ONE, NATIONAL ASSOCIATION
TRUSTEE
POOLING AND SERVICING AGREEMENT (SERIES 2000-7)
Dated as of December 1, 2000
GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-7
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ARTICLE I DEFINITIONS........................................................................................... 1
Section 1.01 Terms........................................................................................... 1
ARTICLE II CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES............................................... 22
Section 2.01 Conveyance of Contracts......................................................................... 22
Section 2.02 Filing and Assignment........................................................................... 24
Section 2.03 Acceptance by Trustee........................................................................... 24
Section 2.04 Trustee Receipt of Documents.................................................................... 25
Section 2.05 Representations and Warranties Regarding the Servicer........................................... 25
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer.......................................... 26
Section 2.07 Authentication and Delivery of Certificates..................................................... 27
Section 2.08 Covenants of the Servicer....................................................................... 27
Section 2.09 Covenants of the Contract Seller................................................................ 27
ARTICLE III REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER................................................. 27
Section 3.01 Representations and Warranties of the Contract Seller........................................... 27
Section 3.02 Representations and Warranties Regarding Each Contract.......................................... 29
Section 3.03 Representations and Warranties Regarding the Contracts in the Aggregate......................... 32
Section 3.04 Representations and Warranties Regarding the Contracts.......................................... 33
Section 3.05 Repurchases of Contracts or Substitution of Contracts for Breach of Representations
and Warranties.................................................................................. 34
Section 3.06 General......................................................................................... 37
ARTICLE IV ADMINISTRATION AND SERVICING OF CONTRACTS............................................................. 37
Section 4.01 Responsibility for Contract Administration and Servicing........................................ 37
Section 4.02 Standard of Care................................................................................ 37
Section 4.03 Records......................................................................................... 38
Section 4.04 Inspection...................................................................................... 38
Section 4.05 Establishment of and Deposits in Certificate Account............................................ 38
Section 4.06 Payment of Taxes................................................................................ 39
Section 4.07 Enforcement..................................................................................... 40
Section 4.08 Transfer of Certificate Account................................................................. 41
Section 4.09 Maintenance of Hazard Insurance Policies........................................................ 41
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Section 4.10 Fidelity Bond and Errors and Omissions Insurance................................................ 42
Section 4.11 Collections under Hazard Insurance Policies, Consent to Transfers of Manufactured Homes,
Assumption Agreements........................................................................... 43
Section 4.12 Realization upon Defaulted Contracts............................................................ 44
Section 4.13 Costs and Expenses.............................................................................. 44
Section 4.14 Trustee to Cooperate............................................................................ 44
Section 4.15 Servicing and Other Compensation................................................................ 45
Section 4.16 Custody of Contracts............................................................................ 46
Section 4.17 REMIC Compliance................................................................................ 48
Section 4.18 Management of REO Property...................................................................... 52
Section 4.19 Reports to the Securities and Exchange Commission............................................... 54
Section 4.20 Annual Statement as to Compliance............................................................... 54
Section 4.21 Annual Independent Public Accountants' Servicing Report......................................... 55
Section 4.22 Retitling of Land Home Contracts................................................................ 55
Section 4.23 Notice of Rating Change......................................................................... 56
ARTICLE V PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS........................................................ 56
Section 5.01 Monthly Advances by the Servicer................................................................ 56
Section 5.02 Payments........................................................................................ 57
Section 5.03 Permitted Withdrawals from the Certificate Account.............................................. 60
Section 5.04 Monthly Reports................................................................................. 61
Section 5.05 Certificate of Servicing Officer................................................................ 63
Section 5.06 Other Data...................................................................................... 63
Section 5.07 Statements to Certificateholders................................................................ 63
Section 5.08 Certificate Insurance Policy; Enhancement Payments.............................................. 64
Section 5.09 LOC; Draw Amounts; Spread Account............................................................... 65
ARTICLE VI THE CERTIFICATES...................................................................................... 67
Section 6.01 The Certificates................................................................................ 67
Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates..................... 68
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............................................... 71
Section 6.04 Persons Deemed Owners........................................................................... 71
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Section 6.05 Access to List of Certificateholders' Names and Addresses....................................... 71
Section 6.06 Global Certificates............................................................................. 72
Section 6.07 Notices to Depository........................................................................... 73
Section 6.08 Definitive Certificates......................................................................... 73
ARTICLE VII THE CONTRACT SELLER AND THE SERVICER.................................................................. 74
Section 7.01 Liabilities to Obligors......................................................................... 74
Section 7.02 Servicer's Indemnities.......................................................................... 74
Section 7.03 Operation of Indemnities........................................................................ 74
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer.................................. 74
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer and Others......................... 75
Section 7.06 Assignment by Servicer.......................................................................... 75
Section 7.07 Successor to the Servicer....................................................................... 76
ARTICLE VIII EVENTS OF DEFAULT..................................................................................... 77
Section 8.01 Events of Default............................................................................... 77
Section 8.02 Waiver of Defaults.............................................................................. 79
Section 8.03 Trustee to Act, Appointment of Successor........................................................ 79
Section 8.04 Notification to Certificateholders.............................................................. 79
Section 8.05 Effect of Transfer.............................................................................. 79
Section 8.06 Transfer of the Account......................................................................... 80
Section 8.07 Servicer Termination Events..................................................................... 80
ARTICLE IX CONCERNING THE TRUSTEE................................................................................ 81
Section 9.01 Duties of Trustee............................................................................... 81
Section 9.02 Certain Matters Affecting the Trustee........................................................... 82
Section 9.03 Trustee not Liable for Certificates or Contracts................................................ 84
Section 9.04 Trustee May Own Certificates.................................................................... 84
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and Certificate Administrator........ 84
Section 9.06 Eligibility Requirements for Trustee............................................................ 85
Section 9.07 Resignation and Removal of the Trustee.......................................................... 85
Section 9.08 Successor Trustee............................................................................... 86
Section 9.09 Merger or Consolidation of Trustee.............................................................. 86
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Section 9.10 Appointment of Co-Trustee or Separate Trustee................................................... 87
Section 9.11 Appointment of Office or Agency................................................................. 88
Section 9.12 Certificate Administrator....................................................................... 88
Section 9.13 Appointment of Paying Agent..................................................................... 88
Section 9.14 Determination of LIBOR; Auction Procedures...................................................... 89
ARTICLE X TERMINATION........................................................................................... 89
Section 10.01 Termination..................................................................................... 89
ARTICLE XI MISCELLANEOUS PROVISIONS.............................................................................. 93
Section 11.01 Amendment....................................................................................... 93
Section 11.02 Recordation of Agreement; Counterparts.......................................................... 95
Section 11.03 Governing Law................................................................................... 95
Section 11.04 Calculations.................................................................................... 95
Section 11.05 Notices......................................................................................... 96
Section 11.06 Severability of Provisions...................................................................... 97
Section 11.07 Assignment...................................................................................... 97
Section 11.08 Limitations on Rights of Certificateholders..................................................... 97
Section 11.09 Inspection and Audit Rights..................................................................... 99
Section 11.10 Certificates Nonassessable and Fully Paid....................................................... 99
Section 11.11 Third Party Beneficiary......................................................................... 99
Section 11.12 Purchases Upon Conversion....................................................................... 99
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<PAGE>
This POOLING AND SERVICING AGREEMENT (SERIES 2000-7), dated as of
December 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 2000-7
(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.
<PAGE>
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: With respect to a Class of Class A Certificates, the rate of
------------
interest per annum that results from implementation of the Auction Procedures
and which is determined as described in Section 2.1.1(c)(ii) of the Auction
Procedures.
Auction Termination Date: As defined in Section 10.01(b) hereof.
------------------------
Available Distribution Amount: As to any Distribution Date, the sum of (a)
-----------------------------
the amount on deposit or otherwise credited to the Certificate Account as of the
end of the Collection Period ending immediately prior to such Distribution Date,
less the portion of such amount (i) permitted to be withdrawn by the Servicer
pursuant to Section 5.03 or (ii) constituting Excess Contract Payments, (b) the
Monthly Advance for such Distribution Date actually made in respect of such
Distribution Date, and (c) the amount constituting the Class A-2 Holdover Amount
as of the immediately preceding Distribution Date.
Bank Agent: The meaning assigned in the Insurance Agreement.
----------
Book-Entry Certificate: Any Certificate registered in the name of the
----------------------
Depository or its nominee.
Broker Dealer: As defined in the Broker Dealer Agreement.
--------------
Broker Dealer Agreement: The meaning assigned in the Auction Procedures.
-----------------------
Broker Dealer Fee: As defined in the Broker Dealer Agreement.
-----------------
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.
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Certificate: Any of the GreenPoint Manufactured Housing Contract Trust
-----------
Pass-Through Certificates, Series 2000-7.
Certificate Account: The separate Eligible Account created and initially
-------------------
maintained by the Trustee pursuant to Section 4.05 in the name of the Trustee
for the benefit of the Holders of the Certificates and the Insurer. Funds in
the Certificate Account shall be held in trust for the aforementioned
Certificateholders and the Insurer for the uses and purposes set forth in this
Agreement.
Certificate Administrator: The Person appointed by the Trustee from time
-------------------------
to time pursuant to Section 9.12.
Certificate Balance: When used with respect to a single Class, the Class
-------------------
A-1 Certificate Balance or Class A-2 Certificate Balance, as applicable; and
when used with respect to more than one Class of Certificates, the sum of the
Class A-1 Certificate Balance and Class A-2 Certificate Balance, as applicable.
Certificate Insurance Policy: An unconditional and irrevocable financial
----------------------------
guaranty insurance policy, in the form attached hereto as Exhibit H, issued to
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the Trustee for the benefit of the Class A Certificateholders.
Certificate Owner: With respect to a Global Certificate, the person that
-----------------
is the beneficial owner of an interest in such Global Certificate.
Certificate Register: The register maintained pursuant to Section 6.02
--------------------
hereof.
Certificateholder or Holder: The person in whose name a Certificate is
----------------- ------
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Global Certificates), except that solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Contract Seller, the Servicer or any Affiliate of
the Contract Seller or the Servicer shall be deemed not to be Outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
-------- -------
Person (including the Contract Seller) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the consent of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Contract Seller, the Servicer or any Affiliate of the
Contract Seller or the Servicer in determining which Certificates are registered
in the name of an Affiliate of the Contract Seller or the Servicer.
Class : Any of the Class A-1, Class A-2 or Class R Certificates, as the
------
case may be.
Class A Certificate Balance: On any date, the sum of the Class A-1
----------------------------
Certificate Balance and the Class A-2 Certificate Balance.
Class A Certificates: The Class A-1 Certificates and the Class A-2
---------------------
Certificates.
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Class A-1 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B and Exhibit C hereto.
- ---------
Class A-1 Certificate Balance: At any time, the Initial Class A-1
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-1 Certificateholders.
Class A-1 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-1 Certificateholders pursuant to Section 5.02.
Class A-1 Formula Rate: With respect to the First Distribution Date, 6.99%
----------------------
per annum. With respect to all subsequent Distribution Dates, a per annum rate
equal to the sum of (a) LIBOR and (b) 0.29%.
Class A-1 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-1 Pass-Through Rate on the Class A-1 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such Distribution Date) and (b) any Class A-1 Unpaid Interest
Shortfall.
Class A-1 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-1 Interest Distribution Amount."
Class A-1 Net Funds Cap Carryover Amount: As of the First Distribution
----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-1 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (x) the Weighted Average Maximum Cap and (y) the Class A-1 Certificate
Balance and (b) the amount of interest the Class A-1 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-1 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-1 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-1 Net Funds
Cap Carryover Amount, together with accrued interest thereon at the Class A-1
Pass-Through Rate in effect on such Distribution Date, for all previous
Distribution Dates not previously distributed pursuant to clause 5.02(a)(viii).
Class A-1 Pass-Through Rate: The lesser of (a) the Class A-1 Formula Rate
---------------------------
and (b) the Net Weighted Average Contract Rate.
Class A-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class A-2 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B and Exhibit C hereto.
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Class A-2 Certificate Balance: At any time, the Initial Class A-2
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-2 Certificateholders.
Class A-2 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-2 Certificateholders pursuant to Section 5.02.
Class A-2 Formula Rate: With respect to the First Distribution Date, 6.86%
----------------------
per annum. With respect to all subsequent Distribution Dates, the Auction Rate
established for the Class A-2 Certificates for such Distribution Date as
determined pursuant to the Auction Procedures.
Class A-2 Holdover Amount: On (i) the first Distribution Date on which the
-------------------------
Class A-2 Certificateholders receive distributions of principal pursuant to
Section 5.02(a)(ii) hereof, zero, (ii) on each subsequent Distribution Date on
which the Class A-2 Certificateholders receive distributions of principal
pursuant to Section 5.02(a)(ii) hereof but prior to the Class A-2 Pro Rata Date,
an amount equal to the lesser of (i) $24,999.99 and (ii) the portion of the
Formula Principal Distribution Amount required to be applied as a principal
payment on the Class A-2 Certificates that exceeds $25,000 or an integral
multiple of $25,000 and (iii) on each Distribution Date on and after the Class
A-2 Pro Rata Date, zero.
Class A-2 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-2 Pass-Through Rate on the Class A-2 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such Distribution Date) and (b) any Class A-2 Unpaid Interest
Shortfall.
Class A-2 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-2 Interest Distribution Amount."
Class A-2 Net Funds Cap Carryover Amount: As of the First Distribution
----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-2 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (i) the Weighted Average Maximum Cap and (ii) the Class A-2 Certificate
Balance and (b) the amount of interest the Class A-2 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-2 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-2 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-2 Net Funds
Cap Carryover Amount, together with accrued interest thereon at Class A-2 Pass-
Through Rate in effect on such Distribution Date, for all previous Distribution
Dates not previously distributed pursuant to clause 5.02(a)(viii).
Class A-2 Pass-Through Rate: The lesser of (a) the Class A-2 Formula Rate
---------------------------
and (b) the Net Weighted Average Contract Rate.
Class A-2 Pro Rata Date: The date, if any, upon which the Class A-2
-----------------------
Certificates are no longer held as a Book-Entry Certificate or the Certificate
Balance of each outstanding Class A-2 Certificate is less than $25,000.
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Class A-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class R Certificate: Any one of the Certificates, executed and
-------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
D hereto.
-
Closing Date: December 21, 2000.
------------
Code: The Internal Revenue Code of 1986, including any successor or
----
amendatory provisions.
Collected Scheduled Payments: As to any Distribution Date, (a) the amount
----------------------------
on deposit in the Certificate Account as of the end of the related Collection
Period, less (b) the sum of (i) the aggregate of all Partial Prepayments
collected during such Collection Period, (ii) the aggregate of all payments
collected during such Collection Period on Contracts that were prepaid in full
during such Collection Period (less the aggregate of the Scheduled Payments due
on such Contracts that were delinquent as of the beginning of such Collection
Period and recovered out of such collections), (iii) the aggregate of the Net
Liquidation Proceeds collected in respect of all Contracts that became
Liquidated Contracts during such Collection Period (less the aggregate of
Scheduled Payments due on such Contracts that were delinquent at the beginning
of such Collection Period and recovered out of such collections and less any
Repossession Profits collected during such Collection Period), (iv) the
aggregate of the Repurchase Prices of all Contracts that were repurchased by the
Contract Seller pursuant to Section 3.05 (less the aggregate of Scheduled
Payments due on such Contracts that were delinquent at the beginning of such
Collection Period and recovered out of such collections), (v) the amounts
permitted to be withdrawn by the Servicer from the Certificate Account pursuant
to clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 5.03, and (vi)
amounts representing Excess Contract Payments.
Collateral Agreement: As defined in the Insurance Agreement.
--------------------
Collection Period: With respect to any Distribution Date, the calendar
-----------------
month preceding the month of that Distribution Date.
Computer Tape: The computer tape generated by 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 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.
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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 or described in such Contract.
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 and which (a) identifies each Contract by contract
---------
number, and (b) sets forth as to each Contract (i) the Scheduled Principal
Balance as of the Cut-Off Date, (ii) the amount of each monthly payment due from
the Obligor, (iii) the Contract Rate, (iv) the maturity date, (v) the maximum
cap and (vi) the minimum cap.
Contract Seller: GreenPoint.
---------------
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date of execution of this Agreement is located
at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention:
Corporate Trust Services Division, except that for purposes of Section 9.11,
such term shall mean the office or agency of the Trustee in the Borough of
Manhattan, the City of New York, which office at the date hereof is located at
14 Wall Street, Eighth Floor, New York, New York 10005.
Cumulative Realized Losses: As to any Distribution Date, the Aggregate Net
--------------------------
Liquidation Losses for the period from the Cut-Off Date through the end of the
Collection Period preceding the month of such Distribution Date.
Current Realized Loss Ratio: As to any Distribution Date, the annualized
---------------------------
percentage equivalent of the fraction, the numerator of which is the sum of the
Aggregate Net Liquidation Losses for the three preceding Collection Periods
related to such Distribution Date and the denominator of which is the arithmetic
average of the Pool Scheduled Principal Balances for such Distribution Date and
the preceding two Distribution Dates.
Cut-Off Date: The close of business on November 30, 2000.
------------
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Cut-Off Date Pool Principal Balance: The aggregate of the Scheduled
-----------------------------------
Principal Balances of the Contracts as of the Cut-Off Date.
Deficiency: With respect to any Contract that is a Liquidated Contract,
----------
the amount by which (i) the outstanding principal balance of such Contract, plus
accrued and unpaid interest thereon at the related Contract Rate to the Due Date
for such Contract in the Collection Period in which such Contract became a
Liquidated Contract exceeds (ii) the Net Liquidation Proceeds for such Contract.
Deficiency Amount: With respect to any Contract, the amount, if any, that
-----------------
the Servicer collects directly from the Obligor with respect to any Deficiency.
Deficiency Event: On any Distribution Date as to which, after the
----------------
application of funds pursuant to Section 5.02(a), the sum of the Pool Scheduled
Principal Balance and the amount of the Class A-2 Holdover Amount on deposit in
the Certificate Account is less than the Class 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 such 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
-8-
<PAGE>
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "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: The 17th day of each calendar month after the initial
-----------------
issuance of the Certificates, or if such 17th day is not a Business Day, the
next succeeding Business Day, commencing in January 2001.
Draw Amount: With respect to the LOC and any Distribution Date, the lesser
-----------
of (i) the Undrawn Amount and (ii) the amount by which (1) the aggregate amount
distributable to the Class A Certificateholders and the Insurer pursuant to
Sections 5.02(a)(i), (ii), (iii) and (iv) exceeds (2) the aggregate Available
Distribution Amount.
Due Date: With respect to each Contract, the day of the month on which the
--------
related Scheduled Payment is due, exclusive of any days of grace.
Eligible Account: An account that is one of the following (i) an account
----------------
maintained with a FDIC-insured depository institution which is subject to
examination by federal or state authorities and the commercial paper of which
has a rating of P-1 from Moody's (if rated by Moody's) and A-1 from S&P or the
long-term deposits or long-term unsecured senior debt obligations of which are
in one of the two highest rating categories of Moody's and S&P, or maintained
with a depository institution that is otherwise acceptable to each Rating Agency
(as evidenced by a letter from each Rating Agency to such effect), (ii) a trust
account maintained with the Trustee or, if the Certificate Administrator is not
the Trustee, with the Certificate Administrator, in which the funds are either
held uninvested or invested solely in Eligible Investments, or (iii) an account
that is otherwise acceptable to the Rating Agencies and the Insurer, as
evidenced by a letter from each Rating Agency and the Insurer, without a
reduction or withdrawal of the rating of the Certificates.
Eligible Investments: One or more of the following in the order of
--------------------
priority specified herein:
(a) any common trust fund, collective investment trust or money
market fund rated Aaa by Moody's and AAAg or AAAm by S&P; and
(b) other obligations or securities that are acceptable to each
Rating Agency as an Eligible Investment hereunder and will not result in a
reduction in or withdrawal of the then current rating or ratings of the
Certificates, as evidenced by a letter, in each case, to such
-9-
<PAGE>
effect from each Rating Agency and acceptable to the Insurer as evidenced by a
letter from the Insurer;
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 A Certificateholders pursuant to Sections 5.02(a)(i)
and (ii) exceeds the sum of (x) the aggregate Available Distribution Amount and
(y) any Draw Amounts received by the Trustee two Business Days prior to such
Distribution Date in respect of Section 5.01(a)(i) and (ii).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
ERISA Restricted Certificate: Any Class R Certificate.
----------------------------
Event of Default: Any one of the Events of Default described in Section
----------------
8.01 hereof.
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.
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<PAGE>
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant
-------------
to Section 4.10.
First Distribution Date: January 17, 2001.
-----------------------
FNMA: The Federal National Mortgage Association, a federally chartered and
----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Formula Principal Distribution Amount: As to any Distribution Date, an
-------------------------------------
amount equal to the sum of (a) the Total Regular Principal Amount for such
Distribution Date, (b) any previously undistributed shortfalls in the
distribution of the Total Regular Principal Amount in respect of prior
Distribution Dates and (c) with respect to the Class A-2 Certificates, the Class
A-2 Holdover Amount as of the immediately preceding Distribution Date.
Fractional Interest: As to any Certificate, the product of (a) the
-------------------
Percentage Interest evidenced by such Certificate multiplied by (b) the amount
derived from dividing the Certificate Balance of the Class represented by such
Certificate by the aggregate Certificate Balances of all Classes.
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 accordance with the rules
of such Depository and as described in Section 6.06). On the Closing Date, only
the Class A Certificates will be Global Certificates.
GreenPoint: GreenPoint Credit, LLC, a Delaware limited liability company,
----------
its successors or assigns.
GreenPoint Bank: GreenPoint Bank, a New York state chartered savings bank,
---------------
and its successors and assigns.
Gross Margin: With respect to each Contract that has a variable Contract
------------
Rate, the percentage set forth as such on the Contract Schedule.
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
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<PAGE>
receive or derive any income from such person and provided that the relationship
between such Person and the Trust Fund is at arm's length, all within the
meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person
(including the Servicer and the Trustee) upon receipt by the Trustee of an
Opinion of Counsel, which shall be at no expense to the Trustee or the Trust
Fund, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise
herein contemplated to be taken by an Independent Contractor will not cause such
REO Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code).
Index: With respect to each Contract that has not converted its Contract
-----
Rate from a variable rate to a fixed rate, the per annum rate equal to (i) the
monthly average yield on U.S. Treasury securities adjusted to a constant
maturity of one year (as compiled by the U.S. Treasury Department), in
accordance with the terms of the related Contract or (ii) Twelve-Month LIBOR in
effect with respect to such Contract.
Initial Class A-1 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-2 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Insurance Agreement: The 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: With respect to any Distribution Date for any
-----------------------
Class, other than the First Distribution Date, the one month period beginning on
the Distribution Date occurring during the preceding Collection Period and
ending on the day preceding the Distribution Date occurring during the current
Collection Period, and with respect to the First Distribution Date, the period
commencing on the Closing Date and ending on the day preceding the First
Distribution Date.
Land Home Contract: A Contract that is secured by a mortgage or deed of
------------------
trust on real estate on which the related Manufactured Home is situated (as well
as by such related Manufactured Home).
Land Home Contract File: As to each Land Home Contract, (a) the original
-----------------------
copy of the Land Home Contract, (b) the original related Mortgage with evidence
of recording thereon (or, if the original Mortgage has not yet been returned by
the applicable recording office, a copy thereof, certified by such recording
office, which will be replaced by the original Mortgage when it is so returned)
and any title document for the related Manufactured Home, (c) the assignment of
the Land Home Contract from the originator (if other than the Contract Seller)
to the Contract Seller, (d) if such Land Home Contract was originated by the
Contract Seller, an endorsement of
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<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.
---------------
Letter of Credit Amount: As defined in the LOC.
-----------------------
LIBOR: 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 in
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 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).
LIBOR Determination Date: With respect to any Interest Accrual Period, the
------------------------
second London business day preceding the commencement of such Interest Accrual
Period. For purposes of determining LIBOR, a "London business day" is any day
on which dealings in deposits of United States dollars are transacted in the
London interbank market.
Liquidated Contract: Any defaulted Contract as to which the Servicer has
-------------------
determined that all amounts (other than amounts in respect of any Deficiency)
which it expects to recover from or on account of such Contract have been
recovered; provided that any defaulted Contract 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, 4.13 or
4.18 (to the extent such amount is reimbursable under the terms of Sections
4.06, 4.07, 4.09, 4.13 or 4.18, 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.
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<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 unconditional and irrevocable letter of credit from GreenPoint
---
Bank to the Trustee for the benefit of the Class A Certificateholders and the
Insurer, in the form attached as an Exhibit L hereto.
LOC Default: The failure by the LOC Provider to make a required payment
-----------
under the 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.
Maximum Cap: With respect to each Contract, the amount set forth on the
-----------
Contract Schedule pursuant to clause (v) of the definition thereof.
Minimum Termination Amount: As of any time after the Pool Scheduled
--------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance,
whether in the case of a Termination Auction or a purchase of Contracts by the
Servicer or the Residual Interest Holder pursuant to Section 10.01(a)(ii)
hereof, an amount equal to the sum of (a) the aggregate Class A Certificate
Balance, (b) any shortfall in interest due to the Class A Certificateholders in
respect of prior Distribution Dates, (c) one month's interest on the Class A-1
Certificate Balance at the Class A-1 Pass-Through Rate, and (d) one month's
interest on the Class A-2 Certificate Balance at the Class A-2 Pass-Through
Rate.
Monthly Advance: As to any Distribution Date, the lesser of (1) (a) the
---------------
amount, if any, by which (i) the Scheduled Amount exceeds (ii) the Collected
Scheduled Payments, less (b) the amount of any Scheduled Payment on a Contract
due during the related Collection Period which the Servicer has determined would
be a Nonrecoverable Advance if an advance in respect of such Scheduled Payment
were made and (2) the amount by which the Available Distribution Amount
(exclusive of the Monthly Advance component thereof) for such Distribution Date
is less than the sum of (a) the Total Regular Principal Amount and (b) the sum
of the Class A-1 Interest Distribution Amount and Class A-2 Interest
Distribution Amount.
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<PAGE>
Monthly Advance Reimbursement Amount: Any amount received by the Servicer
------------------------------------
pursuant to Section 5.01(b) or (c) in reimbursement of a Monthly Advance made
out of its own funds.
Monthly Report: The monthly report described in Section 5.04.
--------------
Monthly Servicing Fee: As of any Distribution Date, an amount equal to
---------------------
one-twelfth of 1.00% per annum (or, in the case of a successor Servicer engaged
at any time after GreenPoint is no longer the Servicer, the percentage agreed
upon pursuant to Section 7.07) of the Pool Scheduled Principal Balance for such
Distribution Date.
Monthly Servicing Fee Subordination Event: As to any Distribution Date and
-----------------------------------------
so long as GreenPoint is acting as the Servicer, a Monthly Servicing Fee
Subordination Event shall exist if the Three-Month Average Class A-2 Pass-
Through Rate exceeds Three-Month Average LIBOR by at least 0.50% per annum.
Moody's: Moody's Investors Service, Inc. or any successor thereto.
-------
Mortgage: The mortgage, deed of trust, security deed or similar evidence
--------
of lien, creating a first lien on an estate in fee simple in the real property
securing a Land Home Contract.
Mortgaged Property: The property subject to the lien of a Mortgage.
------------------
Net Contract Rate: With respect to the first twelve Distribution Dates,
-----------------
the rate of interest per annum borne by a Contract on the first day of the
related Collection Period minus the Annual Servicing Rate. For each
Distribution Date thereafter, the rate of interest per annum borne by a Contract
on the first day of the related Collection Period minus the sum of (i) the
Annual Servicing Rate and (ii) 0.50%.
Net Funds Cap Carryover Amount: The Class A-1 Net Funds Cap Carryover
------------------------------
Amount and/or the Class A-2 Net Funds Cap Carryover Amount, as applicable.
Net Liquidation Proceeds: As to any Liquidated Contract, Liquidation
------------------------
Proceeds net of the sum of (i) Liquidation Expenses, (ii) all accrued and unpaid
interest thereon through the date the related Contract becomes a Liquidated
Contract and (iii) any amount required to be paid to the Obligor or any other
Person with an interest in the Manufactured Home or Mortgaged Property that is
senior to the interest of the Trust Fund.
Net Weighted Average Contract Rate: As to any Distribution Date, the
----------------------------------
weighted average of the Net Contract Rates of all of the Contracts as of the
first day of the related Collection Period, weighted on the basis of the
Scheduled Principal Balances of the Contracts on the first day of the related
Collection Period.
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 , Section 4.13, Section 4.18 or Section 5.01 which
the Servicer believes, in its
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<PAGE>
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 for Payment: As defined in the Insurance Agreement.
------------------
Notice of Rating: A notice by the Servicer substantially in the form of
----------------
Exhibit K hereto.
---------
Obligor: Each Person who is indebted under a Contract or who has acquired
-------
a Manufactured Home subject to a Contract.
Officer's Certificate: A certificate (i) signed by the Chairman of the
---------------------
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Contract Seller or
the Servicer (or any other officer customarily performing functions similar to
those performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a particular subject) or (ii) if
provided for in this Agreement, signed by a Servicing Officer and delivered to
the Contract Seller and the Trustee, as the case may be, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be the in-house
------------------
counsel for the Contract Seller or the Servicer, reasonably acceptable to the
Trustee and the Contract Seller, as the case may be.
Optional Termination Date: The date upon which the Pool Scheduled
-------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance.
Original Value: With respect to any Manufactured Home that was new at the
--------------
time the related Contract was originated, the retail stated cash sale price of
such Manufactured Home, 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.
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<PAGE>
Ownership Interest: Any legal or beneficial, direct or indirect, ownership
------------------
or other interest.
P&I Deficiency Demand: As defined in the LOC.
---------------------
Partial Prepayment: Any Principal Prepayment other than a Principal
------------------
Prepayment in Full.
Paying Agent: Any paying agent appointed pursuant to Section 9.13.
------------
Percentage Interest: As to any Certificate (other than a Class R
-------------------
Certificate) of any Class, the percentage interest evidenced thereby in
distributions required to be made on the Certificates of such Class, such
percentage interest being equal to the percentage obtained by dividing the
original denomination of such Certificate by the aggregate of the original
denominations of all of the Certificates of such Class; and as to a Class R
Certificate, the percentage set forth on the face thereof.
Permitted Transferee: Any Person other than (i) a Disqualified
--------------------
Organization or (ii) a Non-United States Person.
Person: Any individual, corporation, partnership, limited liability
------
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government, or any agency or political subdivision thereof.
Pool Scheduled Principal Balance: As to any Distribution Date, the sum of
--------------------------------
the Scheduled Principal Balances of all Contracts at the end of the related
Collection Period.
Premium: As defined in the Insurance Agreement.
-------
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."
-17-
<PAGE>
Private Certificate: Any Class R Certificate.
-------------------
Rating Agency: Either Moody's or S&P.
-------------
Record Date: With respect to any Distribution Date (other than the First
-----------
Distribution Date), the close of business on the day preceding such Distribution
Date and with respect to the First Distribution Date, the Closing Date.
Reference Banks: The leading banks selected by the Auction Agent, which
---------------
are engaged in transactions in Eurodollar deposits in the London interbank
market.
Regular Certificates: Any one of the Class A Certificates.
--------------------
REMIC: A "real estate mortgage investment conduit" within the meaning of
-----
Section 860D of the Code.
REMIC Administrator: The Holder of the Class R Certificate on the Closing
-------------------
Date, or any successor thereto meeting the requirements set forth in Section
4.17 (c).
REMIC Provisions: Provisions of the federal income tax law relating to
----------------
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
REO Account: As defined in Section 4.17.
-----------
REO Property: As defined in Section 4.17.
------------
Replaced Contract: A Contract as to which the Contract Seller has a
-----------------
Repurchase Obligation and which, at the Contract Seller's option, is replaced in
the Trust Fund by an Eligible Substitute Contract pursuant to Section 3.05.
Repossession Profits: As to any Distribution Date, the excess, if any, of
--------------------
Net Liquidation Proceeds in respect of each Contract that became a Liquidated
Contract during the related Collection Period over the sum of the remaining
principal balance of such Contract prior to any 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
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<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
---------------------------
or the Cut-Off Date as the case may be, the principal balance of such Contract
as of the Due Date in the related Collection Period (or, with respect to the
Cut-Off Date or the First Distribution Date, as of the Cut-Off Date) as
specified in the amortization schedule for such Contract at the time relating
thereto, after giving effect to all previous Partial Prepayments, all previous
scheduled principal payments (whether or not paid), to the scheduled payment of
principal due on such Due Date (or, with respect to the Cut-Off Date, the
previous Due Date) and to all non-cash reductions to the related Contract during
such Collection Period whether by bankruptcy or other similar proceeding or
other adjustment by the Servicer in the normal course of business of its
servicing activities.
Securities Act: The Securities Act of 1933, as amended.
--------------
Senior Monthly Servicing Fee: As to any Distribution Date, that portion of
----------------------------
the Monthly Servicing Fee in excess of the Subordinated Monthly Servicing Fee.
Servicer: GreenPoint, or its successors in interest or any successor
--------
Servicer under this Agreement as provided by Section 7.06 or 7.07.
Servicer Deficiency Amount: With respect to any Distribution Date, the
--------------------------
product of the Deficiency Percentage and the aggregate of the Deficiency Amounts
received during the immediately preceding Collection Period.
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Servicer Termination Events: As defined in Section 8.07.
---------------------------
Servicing File: All documents, records, and other items maintained by the
--------------
Servicer with respect to a Contract and not included in the corresponding
Contract File or the Land Home Contract 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.
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
--------------
5.09(e) hereof.
Startup Day: As defined in Section 4.17(b) hereof.
-----------
Subordinated Monthly Servicing Fee: As to any Distribution Date on which
----------------------------------
there exists a Monthly Servicing Fee Subordination Event, one-twelfth the
Subordination Margin times the Pool Scheduled Principal Balance, and on any
other Distribution Date, zero.
Subordination Margin: As to any Distribution Date on which there exists a
--------------------
Monthly Servicing Fee Subordination Event, the amount, expressed as a per annum
rate not to exceed 0.50% per annum, by which the Three-Month Average Class A-2
Pass-Through Rate exceeds the sum of Three-Month Average LIBOR and 0.50%, and on
any other Distribution Date, zero.
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.
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 Pass-Through Rate: As to any Distribution Date, the
-------------------------------------
arithmetic mean of the Class A-2 Pass-Through Rate for such Distribution Date
and each of the two immediately preceding Distribution Dates, expressed as a per
annum rate.
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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 Class A-2 Certificates for the Auction Date related to such Distribution
Date and each of the two immediately preceding Auction Dates, expressed as a per
annum rate.
Total Regular Principal Amount: As to any Distribution Date, an amount
------------------------------
equal to the sum (without duplication) of (a) all scheduled payments of
principal due on each outstanding Contract during the immediately preceding
Collection Period, (b) all Partial Prepayments on the Contracts received during
the immediately preceding Collection Period, (c) the Scheduled Principal Balance
of each Contract for which a Principal Prepayment in Full was received during
the immediately preceding Collection Period, (d) the Scheduled Principal Balance
of each Contract that became a Liquidated Contract during the immediately
preceding Collection Period, (e) the Scheduled Principal Balance of each
Contract that was repurchased during the immediately preceding Collection Period
pursuant to Section 3.05, and (f) all non-cash reductions to the Scheduled
Principal Balance of each Contract during the immediately preceding Collection
Period whether by bankruptcy or other similar proceeding or other adjustment by
the Servicer in the normal course of business of its servicing activities.
Transfer: Any direct or indirect transfer or sale of any Ownership Interest
--------
in a Class R Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
----------
in a Class R Certificate.
Trustee: Bank One, National Association, or its successors or assigns or
-------
any successor under this Agreement.
Trust Fund: The corpus of the trust created by this Agreement, to the
----------
extent described herein, consisting of the Contracts (including the security
interest created thereby), including all rights to receive payments on the
Contracts due on or after the Cut-Off Date, such assets as shall from time to
time be identified as deposited in the Certificate Account, each Manufactured
Home and Mortgaged Property which secured a Contract (which has not been
repurchased pursuant to Section 3.05) and which has been acquired in realizing
upon such Contract, the Repurchase Obligation, the Certificate Insurance Policy,
the LOC, the Spread Account and the proceeds of the Hazard Insurance Policies.
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 the LOC, the
--------------
Letter of Credit Amount, less all Draw Amounts from prior Distribution Dates,
plus amounts reimbursed to such LOC pursuant to Section 5.02 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 Distribution Dates occurring after a
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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.
Voting Rights: The portion of the voting rights of all of the Certificates
-------------
that is allocated to any Certificate. As of any date of determination, 99% of
the Voting Rights shall be allocated among Holders of the Regular Certificates
in proportion to the Certificate Balances of their respective Certificates on
such date and 1% of the Voting Rights shall be allocated among Holders of the
Class R Certificates, in each case allocated among the Certificates of each such
Class in accordance with their respective Percentage Interests.
Weighted Average Maximum Cap: With respect to any Distribution Date, an
----------------------------
amount equal to the weighted average of the Maximum Caps on such Distribution
Date (or with respect to any Contract that had its Contract Rate convert from a
variable rate to a fixed rate, the appropriate fixed rate) multiplied by a
fraction the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is 360.
Section 1.02 Construction.
------------
Unless the context of this Agreement otherwise clearly requires, references
to the plural include the singular, the singular the plural and the part the
whole and "or" has the inclusive meaning sometimes represented by the phrase
"and/or." The words "include" or "including" shall be deemed followed by the
phrase "without limitation." The words "hereof," "herein," "hereunder" and
similar terms in this Agreement refer to the Agreement as a whole and not to any
particular provision of this Agreement. The Section and other headings contained
in this Agreement are for reference purposes only and shall not control or
affect the construction of this Agreement or the interpretation thereof in any
respect. Section, subsection, Schedule, Appendix and Exhibit references are to
this Agreement unless otherwise specified. The date as of which this Agreement
is dated has been assigned solely for purposes of identification, and does not
signify the date as of which assets are transferred, securities are issued, or
any other actions are taken hereunder, and the parties specifically acknowledge
and agree that the conveyance of the Contracts pursuant to Section 2.01 and the
delivery of the Certificates pursuant to Section 2.07 have occurred on and are
effective as of the Closing Date.
ARTICLE II
CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Contracts.
-----------------------
(a) GreenPoint, as Contract Seller, concurrently with the execution
and delivery hereof, does hereby transfer, sell, assign, set over and otherwise
convey to the Trustee without recourse (i) all of its right, title and interest
in and to the Contracts listed on the Contract
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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 Servicing Files, the Contract Files and in the Land
Home Contract Files with respect to the related Contracts, (iv) all accounts,
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit,
and investment property, consisting of, arising from, or relating to any of the
foregoing; and (v) all proceeds of any of the foregoing.
The ownership of each Contract and the contents of the related Contract
File or Land Home Contract File, as applicable, and Servicing File are vested in
the Trustee. The Servicer hereby disclaims any and all right, title and other
ownership interest in and to the Contracts (including the security interests
created thereby). The contents of each Contract File and, except as provided in
Section 4.16(e) 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 to secure payment of the Certificates according to their terms and
the performance of all of the Contract Seller's obligations hereunder, a
perfected first-priority security interest in all of its right, title and
interest, whether now owned or hereafter acquired, in, to and under: (i) 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
Servicing Files, the Contract Files and in the Land Home Contract Files with
respect to the related Contracts; (iv) all accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, and investment property,
consisting of, arising from, or relating to any of the foregoing; and (v) 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
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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. The Trustee shall have all of the rights and
remedies of a secured party under the UCC as in force in the relevant
jurisdiction.
Section 2.02 Filing and Assignment.
---------------------
(a) On or prior to the Closing Date, the Contract Seller 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, each of the Contract Seller and the Servicer shall take
and cause to be taken such actions and execute such documents as are necessary
to perfect and protect the Certificateholders' interests in the Contracts and
their proceeds and the Manufactured Homes and the Mortgaged Properties against
all other Persons, including the filing of financing statements, amendments
thereto and continuation statements, the execution of transfer instruments and
the making of notations on or taking possession of all records or documents of
title; provided, however, that GreenPoint, so long as it is the Servicer, shall
-------- -------
not be required to cause notations to be made on any document of title relating
to any Manufactured Home or to execute any transfer instrument relating to any
Manufactured Home (other than a notation or a transfer instrument necessary to
show the Contract Seller as the lienholder or legal title holder) or, except as
provided in Section 4.22, to file documents in real property records with
respect to a Manufactured Home or related Contract, absent notice from the
Trustee or 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 neither the Contract Seller nor the Servicer shall have
------- --------
any 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) Each of the Contract Seller and the Servicer agrees to pay all
reasonable costs and disbursements in connection with its respective 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
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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 LOC to the Trustee and declares that the Trustee holds
and will hold the (i) Certificate Insurance Policy in trust for the use and
benefit of all present and future Class A Certificateholders and (ii) LOC in
trust for the use and benefit of all present and future Class A
Certificateholders and the Insurer.
Section 2.04 Trustee Receipt of Documents.
----------------------------
On the Closing Date, the Trustee shall authenticate and deliver the
Certificates upon instructions from the Contract Seller pursuant to Section 2.07
and the receipt of the following documents:
(a) A letter from each Rating Agency confirming that the
Certificates (other than the Class R Certificates) have been assigned the rating
of "Aaa" (in the case of Moody's) and "AAA" (in the case of S&P);
(b) An Officer's Certificate from the Servicer to the effect
that the Contract Seller has deposited the dollar amount specified in such
Officer's Certificate into the Certificate Account and that such dollar amount
is an estimate of all amounts received on the Contracts from and including the
Cut-Off Date up to and including the Closing Date;
(c) An executed Auction Agent Agreement and Broker Dealer
Agreement;
(d) The LOC; and
(e) The Certificate Insurance Policy.
Notwithstanding anything in this Agreement to the contrary, the Servicer
shall deposit into the Certificate Account all amounts in respect of the
Contracts received by it on or after December 1, 2000 (other than amounts due on
a Due Date occurring prior to December 1, 2000) or otherwise required to be
deposited in the Certificate Account by other provisions of this Agreement
pursuant to Section 4.05.
Section 2.05 Representations and Warranties Regarding the Servicer.
-----------------------------------------------------
The Servicer makes the following representations and warranties to the
Trustee and the Certificateholders:
(a) Organization and Good Standing. The Servicer is a limited
------------------------------
liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Servicer has the power to own its
assets and to transact the 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
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<PAGE>
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
Trust Fund or the interests of the Certificateholders therein.
(d) No Violations. The execution, delivery and performance of
-------------
this Agreement by the Servicer will not violate any provision of any existing
law or regulation or any order or decree of any court applicable to the Servicer
or the certificate of formation or limited liability company agreement 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 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
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<PAGE>
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.
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
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<PAGE>
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 registration or declaration does not materially adversely affect 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 certificate of formation or limited liability company agreement 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 Trust Fund or the interests of the
Certificateholders therein.
(e) Litigation. No litigation or administrative proceeding of or
----------
before any court, tribunal or governmental body is currently pending or, to its
knowledge, threatened, against it or any of its properties or with respect to
this Agreement or the Certificates which, if adversely determined, would in the
opinion of the Contract Seller have a material adverse effect on the
transactions contemplated by this Agreement.
(f) Chief Executive Office. Its chief executive office is in
----------------------
California.
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<PAGE>
Section 3.02 Representations and Warranties Regarding Each Contract.
------------------------------------------------------
The Contracts listed on the Contract Schedule have been sold by GreenPoint
in its capacity as Contract Seller to the Trustee on the date of execution and
delivery hereof. As a condition of the purchase by the Trustee, the Contract
Seller represents and warrants to the Trustee as of the Closing Date (except as
otherwise expressly stated):
(a) Payments. As of the Cut-Off Date, no Contract was more than
--------
59 days delinquent.
(b) No Waivers. The terms of the Contract have not been waived,
----------
altered or modified in any respect, except by instruments or documents
identified in the Contract File or the Land Home Contract File, as applicable.
(c) Binding Obligation. The Contract is the legal, valid and
------------------
binding obligation of the Obligor thereunder and is enforceable in accordance
with its terms, except as such enforceability may be limited by laws affecting
the enforcement of creditors' rights generally and by general principles of
equity.
(d) No Defenses. The Contract is not subject to any right of
-----------
rescission, setoff, counterclaim or defense, including the defense of usury, and
the operation of any of the terms of the Contract or the exercise of any right
thereunder will not render the Contract unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and no such right of rescission, setoff, counterclaim or
defense has been asserted with respect thereto.
(e) Insurance. The Manufactured Home securing the Contract is
---------
covered by a Hazard Insurance Policy in the amount required by Section 4.09. All
premiums due as of the Closing Date on such insurance have been paid in full to
the applicable providers of such insurance.
(f) Origination. To the knowledge of the Contract Seller, the
-----------
Contract was either (i) originated by a manufactured housing dealer acting in
the regular course of its business, and purchased on an individual basis by the
Contract Seller in the ordinary course of business, (ii) originated by the
Contract Seller in the ordinary course of business, or (iii) purchased from Bank
of America, FSB, which had originated such Contracts in the ordinary course of
its business.
(g) Lawful Assignment. The Contract was not originated in and is
-----------------
not subject to the laws of any jurisdiction whose laws would make the transfer
of such Contract from the Contract Seller to the Trustee under this Agreement
unlawful.
(h) Compliance with Law. All requirements of any federal, state
-------------------
or local law, including usury, truth-in-lending and equal credit opportunity
laws and lender licensing laws, applicable to the Contract have been complied
with.
(i) Contract in Force. The Contract has not been satisfied or
-----------------
subordinated in whole or in part or rescinded, the Manufactured Home securing
the Contract has not been
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released from the lien of the Contract in whole or in part and, in the case of a
Land Home Contract, the related Mortgaged Property has not been released from
the related Mortgage.
(j) Valid Security Interest. The Contract, other than any Land
-----------------------
Home Contract, creates a valid, subsisting and enforceable (except as may be
limited by laws affecting creditors' rights generally) first-priority security
interest in favor of GreenPoint as secured lender, or agent thereof, in the
Manufactured Home covered thereby; such security interest has been assigned by
the Contract Seller as secured lender to the Trustee in accordance with the
terms herein and; the Trustee has a valid and perfected first-priority security
interest in such Manufactured Home. Each Mortgage is a valid first lien in favor
GreenPoint on real property securing the amount owed by the Obligor under the
related Land Home Contract subject only to (a) the lien of current real property
taxes and assessments, (b) covenants, conditions and restrictions, rights of
way, easements and other matters of public record as of the date of recording of
such Mortgage, such exceptions appearing of record being acceptable to mortgage
lending institutions generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the appraisal obtained in
connection with the origination of the related Land Home and (c) other matters
to which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by such Mortgage. The
Contract Seller has assigned all of its right, title and interest in such Land
Home Contract and related Mortgage, including the security interest in the
Manufactured Home covered thereby, to the Trustee. The Trustee has 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. With respect to each Contract not originated by
----------
it, it purchased such 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 Trustee, and
prior to the transfer of the Contract by the Contract Seller to the Trustee, 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 Trustee.
(m) No Defaults. As of the Cut-Off Date, there was no default,
-----------
breach, violation or event permitting acceleration existing under the Contract
and to its knowledge, no event which, with notice and the expiration of any
grace or cure period, would constitute such a default, breach, violation or
event permitting acceleration under such Contract (except payment delinquencies
permitted by clause (a) above). The Contract Seller has not waived any such
default, breach, violation or event permitting acceleration.
(n) No Liens. As of the Closing Date, there are, to its
--------
knowledge, no liens or claims which have been filed for work, labor or materials
affecting the Manufactured Home or any related Mortgaged Property securing the
Contract which are or may be liens prior to, or equal or coordinate with, the
lien of the Contract.
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(o) Installments. Such Contract provides for monthly payments of
------------
principal and interest which fully amortize the loan over its term, each
Contract that has converted to a fixed rate of interest has a fixed Contract
Rate and each Contract that has not converted to a fixed rate of interest has a
Contract Rate that after an initial period is calculated based upon the Index
plus the Gross Margin. The scheduled monthly payment allocable to interest on
each Contract is calculated on the basis that each scheduled monthly payment is
applied on its Due Date, regardless of when it is actually made.
(p) Enforceability. The Contract contains customary and enforceable
--------------
(except as may be limited by laws affecting creditors' rights generally 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 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
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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 December 1, 2000 (between such
Trustee and GreenPoint Credit, LLC) or to any successor Trustee thereunder."
(y) Actuarial 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 on an estate in fee simple in
the real property.
(aa) Financing of Real Property. No Contract other than a Land Home
--------------------------
Contract has financed any amount in respect of real property.
(bb) Minimum and Maximum Contract Rate. As of the Cut-Off Date, the
---------------------------------
Contract with the lowest Contract Rate has a Contract Rate of 5.500% and the
Contract with the highest Contract Rate has a Contract Rate of 18.000%.
Section 3.03 Representations and Warranties Regarding the Contracts in the
-------------------------------------------------------------
Aggregate.
---------
The Contract Seller represents and warrants that as of the Closing Date:
(a) Amounts. The aggregate principal amounts payable by Obligors
-------
under the Contracts as of the Cut-Off Date (including scheduled principal
payments due on or after the
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Cut-Off Date but paid prior to the Cut-Off Date) equal or exceed the Cut-Off
Date Pool Principal Balance.
(b) Characteristics. The Contracts have the following characteristics
---------------
as of the Cut-Off Date: (i) Contracts representing approximately 89.6% the
Contracts by remaining principal balance are attributable to loans for purchases
of new Manufactured Homes, and approximately 10.4% of the Contracts by remaining
principal balance are attributable to loans for purchases of used Manufactured
Homes; (ii) not more than approximately 9.18% of the Contracts by remaining
principal balance as of the Cut-Off Date are secured by Manufactured Homes
located in any one state, not more than 1.00% of the Contracts by remaining
principal balance are secured by Manufactured Homes located in an area with the
same zip code, not more than 1.00% of the Contracts by remaining principal
balance are secured by Manufactured Homes located in the same manufactured
housing park; (iii) no Contract has a remaining maturity of more than 360
months; (iv) no Contract was originated before January 2000; (v) the final
scheduled payment date on the Contract with the latest maturity is in November
2030; and (vi) approximately 99.97% by aggregate of the principal balances of
the 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 Contract
-------------
Seller as of the Cut-Off Date 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 Trustee 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 LOC Provider or the Insurer 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 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
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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 Trustee at such Contract's Repurchase Price, or (ii) if the
Contract Seller is able to satisfy the conditions of Section 3.05(b), remove
such Contract from the Trust Fund and substitute therefor an Eligible Substitute
Contract in accordance with and subject to the limitations of Section 3.05(b),
in each case within 90 days after the Contract Seller becomes aware, or receives
written notice from the Insurer, the Servicer or the Trustee, of a breach of a
representation or warranty of the Contract Seller set forth in Section 3.02 or
3.03 of this Agreement that materially adversely affects the Trust Fund's
interest in such Contract, unless such breach has been cured; provided, however,
-------- -------
that with respect to any Contract incorrectly described on the Contract Schedule
with respect to remaining principal balance, which the Contract Seller would
otherwise be required to repurchase pursuant to this Section 3.05, the Contract
Seller may, in lieu of repurchasing such Contract, deposit in the Certificate
Account not later than one Business Day after such Determination Date cash in an
amount sufficient to cure such deficiency or discrepancy; and further provided,
------- --------
that with respect to a breach of a representation or warranty relating to the
Contracts in the aggregate and not to any particular Contract, the Contract
Seller may select Contracts to repurchase or substitute for such that, had such
Contracts not been included as part of the Contract Pool and after giving effect
to such substitution, if any, there would have been no breach of such
representation or warranty; and further provided, that in connection with any
------- --------
Contract that the Contract Seller is required to repurchase or substitute due to
a breach of representation or warranty set forth in Section 3.03, the Contract
Seller shall at its own expense deliver to the Trustee an opinion of counsel to
the effect that the repurchase of such Contract will not cause the Trust Fund to
fail to qualify as a REMIC at any time any Certificate is outstanding under then
applicable REMIC Provisions, be deemed a contribution to the Trust Fund after
the Startup Day or cause any "prohibited transaction," in each case, that will
result in the imposition of a tax under the applicable REMIC Provisions. It is
understood and agreed that the obligation of the Contract Seller to repurchase
or substitute for any Contract sold by it as to which a breach of a
representation or warranty set forth in Section 3.02 or 3.03 of this Agreement
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders, the Trust Fund or the Trustee;
provided, however, that the Contract Seller shall defend and indemnify the
-------- -------
Trustee, the Certificate Administrator, the Trust Fund and the
Certificateholders against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel, which may be
asserted against or suffered by any of them as a result of third-party claims
arising out of any breach of a representation or warranty set forth in Section
3.02(c), (d), (g), (h) or (w) of this Agreement. Notwithstanding any other
provision of this Agreement, the obligation of the Contract Seller under this
Section 3.05 shall not terminate upon an Event of Default.
Notwithstanding any other provision of this Agreement to the contrary, any
amount received on or recovered with respect to repurchased Contracts or
Replaced Contracts during or after the month of repurchase shall be the property
of the Contract Seller and need not be deposited in the Certificate Account.
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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 860F(a) (1) of the Code or Section 860G(d) of the Code. Any such
deposit shall not be invested.
The Trustee shall have no obligation to pay any taxes pursuant to this
Section 3.05, other than from moneys provided to it by the Contract Seller or
from moneys held therefor pursuant to Section 4.17. The Trustee shall be deemed
conclusively to have complied with this Section 3.05 if it follows the
directions of the Contract Seller required to be provided in the preceding
paragraph. Upon the repurchase of any Contract by the Contract Seller, the
Trustee shall delete such Contract from the Contract Schedule.
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 Contract Seller 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 Contract Seller 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 Contract Seller on a nondiscriminatory basis from among the
counsel used by the Contract Seller in its general business in the jurisdiction
in question. The Contract Seller shall have no obligation on an ongoing basis to
seek any advice with respect to the matters described in clause (ii) above.
However, the Contract Seller 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 Contract Seller informs the
Contract Seller 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:
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(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 filing office of a UCC-1 financing
statement executed by the Contract Seller as debtor and naming the Trustee as
secured party and listing such Contract as collateral;
(iii) the Contract Seller shall have delivered to the Trustee an
Opinion of Counsel (a) to the effect that the substitution of such Contract for
such Replaced Contract will not cause the Trust Fund to fail to qualify as a
REMIC at any time any Certificate is outstanding under then applicable REMIC
Provisions, be deemed a contribution to the Trust Fund after the Startup Day or
cause any "prohibited transaction," in each case, that will result in the
imposition of a tax under the applicable REMIC Provisions, and (b) to the effect
that, except as to Contracts that are Land Home Contracts, no filing or other
action other than the filing of financing statements on Form UCC-1 with the
filing offices listed therein, naming the Contract Seller as debtor and the
Trustee as secured party as required by Section 3.05(a) of this Agreement and
the filing of continuation statements as required by Section 2.02(a) is
necessary to perfect as against third parties the conveyance of the substitute
Contract by the Contract Seller to the Trustee; and
(iv) if the Scheduled Principal Balance of such Replaced
Contract is greater than the Scheduled Principal Balance of such Contract, the
Contract Seller shall have deposited in the Certificate Account the amount of
such excess (which amount shall be deemed a Principal Prepayment on such
Contract) and shall have included in the Officer's Certificate required by
clause (i) above a certification that such deposit has been made.
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
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<PAGE>
substitute the Contract to which such Opinion of Counsel relates unless and
until the Servicer has determined there is an actual or imminent default with
respect thereto or that the defect or breach giving rise to the repurchase or
substitution obligation adversely affects the enforceability of such Contract.
Section 3.06 General.
-------
(a) It is understood and agreed that the representations and
warranties in this Article III hereof shall remain operative and in full force
and effect, shall survive the transfer and conveyance of the Contracts by the
Contract Seller to the Trustee and shall inure to the benefit of the Trustee.
(b) Any cause of action against the Contract Seller relating to or
arising out of the breach of any of its representations and warranties made in
this Article III shall accrue as to any Contract upon (i) discovery of such
breach by the Contract Seller or notice thereof by the Trustee or Servicer to
the Contract Seller, (ii) failure by the Contract Seller to cure such breach,
and (iii) demand upon the Contract Seller by the Trustee for all amounts payable
in respect of such Contract under this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF CONTRACTS
Section 4.01 Responsibility for Contract Administration and Servicing.
--------------------------------------------------------
GreenPoint hereby agrees to act as Servicer under this Agreement. The
Certificateholders by their acceptance of the Certificates consent to GreenPoint
acting as Servicer. The Servicer shall service and administer the Contracts and,
subject to the terms of this Agreement, shall have full power and authority to
do any and all things which it may deem necessary or desirable in connection
with such servicing and administration. Subject to Section 4.02, without
limiting the generality of the foregoing, the Servicer hereby is authorized and
empowered, when the Servicer believes it appropriate in its best judgment, to
execute and 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
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degree of skill and care that is lower than that used generally in the servicing
industry for such manufactured housing contracts; provided, however, that
-------- -------
notwithstanding the foregoing, the Servicer shall not release or waive the right
to collect the unpaid balance on any Contract except if default or foreclosure
on such Contract has occurred or in the reasonable judgment of the Servicer is
imminent and such waiver or release is in the best interest of the Trust, in the
reasonable judgement of the Servicer. Notwithstanding anything to the contrary
contained in this Agreement, no provision of this Agreement shall be construed
so as to require the Servicer to take any action or fail to take any action in
respect of a Contract which action or failure violates applicable law.
Section 4.03 Records.
-------
The Servicer, during the period it is Servicer hereunder, shall maintain
such books of account and other records as will enable the Trustee (if the
Trustee so elects in its discretion) to determine the status of each Contract.
Without limiting the generality of the preceding sentence, the Servicer shall
keep such records in respect of Liquidation Expenses as will enable the Trustee
(if the Trustee so elects in its discretion) to determine that the correct
amount of Net Liquidation Proceeds in respect of a Liquidated Contract has been
deposited in the Certificate Account.
Section 4.04 Inspection.
----------
(a) At all times during the term hereof, the Servicer shall
afford the Trustee and its authorized agents reasonable access during normal
business hours to the Servicer's records relating to the Contracts and will
cause its personnel to assist in any examination of such records by the Trustee
or any of its authorized agents. The examination referred to in this Section
4.04 will be conducted in a manner which does not interfere unreasonably with
the Servicer's normal operations or customer or employee relations. Without
otherwise limiting the scope of the examination which the Trustee may make, the
Trustee or its authorized agents, using generally accepted audit procedures, may
in their discretion verify the status of each Contract and review the records
relating thereto for conformity to Monthly Reports prepared pursuant to Article
V and compliance with the standards represented to exist as to each Contract in
this Agreement.
(b) At all times during the term hereof, the Servicer shall keep
available a copy of the Contract Schedule at its principal executive office for
inspection by Certificate Owners.
Section 4.05 Establishment of and Deposits in Certificate Account.
----------------------------------------------------
On or before the Closing Date, the Trustee shall have established, and
thereafter shall maintain, a Certificate Account, which is an Eligible Account,
in the form of a segregated trust account titled "GreenPoint Manufactured
Housing Contract Trust, Pass-Through Certificates, Series 2000-7, Certificate
Account in trust for the Trustee as trustee for the benefit of the Class A
Certificateholders and the Insurer." As of the Closing Date, the Certificate
Account shall be a segregated trust account established at Bank One, National
Association and shall be invested in the 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
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<PAGE>
or, in the case of a money market fund, be redeemed not later than the Business
Day immediately preceding the Distribution Date next following the date of such
investment (except that, if such Eligible Investment is an obligation of the
institution that maintains the Certificate Account, then such Eligible
Investments shall mature or, in the case of a money market fund, be redeemed not
later than such Distribution Date), and shall not be sold or disposed of prior
to its maturity. All such Eligible Investments shall be made in the name of the
Trustee, as trustee for the benefit of the Certificateholders. Without limiting
the generality of the foregoing, the Trustee shall select obligations for the
investment of the Certificate Account from among the investments specified in
clauses (a) and (b) of the definition of "Eligible Investments." The Trustee
shall select such Eligible Investments, which shall mature as provided above, in
such manner as to achieve the following objectives in the order stated: (1)
preservation of principal values; and (2) maximization of income.
All net income and gain realized from any such investments, to the extent
provided by this Agreement, shall be added to the Certificate Account.
The Servicer shall deposit in the Certificate Account as promptly as
practicable (but not later than the close of business of the second Business
Day) following receipt thereof:
(a) All amounts received from Obligors with respect to principal of
and interest on the Contracts (including Excess Contract Payments);
(b) All Net Liquidation Proceeds;
(c) All amounts required to be deposited by the Contract Seller
pursuant to Sections 3.05(a) and (b);
(d) All Monthly Advances pursuant to Section 5.01;
(e) Any proceeds of Hazard Insurance Policies pursuant to Section
4.11 and any amounts in respect of indemnification pursuant to Section 7.03;
(f) All amounts required to be withdrawn from an REO Account and
deposited in the Certificate Account in accordance with Section 4.17; and
(g) All Deficiency Amounts.
The Trustee shall cause the (i) Insurer to deposit in the Certificate
Account all Enhancement Payments pursuant to Section 5.08 and (ii) LOC Provider
to deposit in the Certificate Account all Draw Amounts pursuant to Section 5.09.
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
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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.
-----------
(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 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 out of such recovery for its out-of-
pocket attorney's fees and expenses incurred in such enforcement action.
(c) The Servicer shall exercise any rights of recourse against
third persons that exist with respect to any Contract in accordance with Section
4.02. In exercising recourse rights, the Servicer is authorized on the Trustee's
behalf to reassign the Contract or to resell the related Manufactured Home and,
if applicable, the Mortgaged Property, to the Person against whom recourse
exists at the price set forth in the document creating the recourse.
(d) The Servicer may grant to the Obligor on any Contract any
rebate, refund or adjustment out of the Certificate Account that is required
because of an overpayment in connection with the partial prepayment or
prepayment in full of the Contract or otherwise. The
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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 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.
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(b) The Servicer may, in lieu of causing individual Hazard Insurance
Policies to be maintained with respect to each Manufactured Home pursuant to
subsection (a) of this Section 4.09, and shall, to the extent that the related
Contract does not require the Obligor to maintain a Hazard Insurance Policy with
respect to the related Manufactured Home, maintain one or more blanket insurance
policies covering losses as provided in subsection (a) of this Section 4.09
resulting from the absence or insufficiency of individual Hazard Insurance
Policies. Any such blanket policy shall be substantially in the form that is the
industry standard for blanket insurance policies issued to cover Manufactured
Homes and in the amount sufficient to cover all losses on the Contracts. The
Servicer shall pay, out of its own funds, the premium for such policy on the
basis described therein and shall deposit in the Certificate Account, on the
Business Day next preceding the Determination Date following the Collection
Period in which the insurance proceeds from claims in respect of any Contracts
under such blanket policy are or should have been received, the deductible
amount with respect to such claims. The Servicer shall not, however, be required
to deposit any deductible amount with respect to claims under individual Hazard
Insurance Policies maintained pursuant to subsection (a) of this Section 4.09.
(c) If the Servicer shall have repossessed a Manufactured Home on
behalf of the Trustee, the Servicer shall either (i) maintain at its expense,
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 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.
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
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housing installment sales contracts of $100 million or more and that are
generally acceptable as servicers to institutional investors. On or before April
1 of every year, the Servicer shall cause to be delivered to the Trustee a
certified true copy of such fidelity bond and insurance policy and a statement
from the surety and the insurer that such fidelity bond or insurance policy
shall in no event be terminated or materially modified without 30 days' prior
written notice to the Trustee.
Section 4.11 Collections under Hazard Insurance Policies, Consent
----------------------------------------------------
to Transfers of Manufactured Homes, Assumption Agreements.
---------------------------------------------------------
(a) In connection with its activities as 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
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.
(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.
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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 or the Trustee 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. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any such Liquidation Expenses, the amount of such insufficiency
shall constitute, and be reimbursable to the Servicer, as a Nonrecoverable
Advance.
Section 4.14 Trustee to Cooperate.
--------------------
(a) Upon payment in full of any Contract, the Servicer will notify
the Trustee on the next Distribution Date by a certificate of a Servicing
Officer (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 4.05
have been deposited). The Servicer is authorized to execute an instrument in
satisfaction of such Contract and to do such other acts and execute such other
documents as the Servicer deems
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necessary to discharge the Obligor thereunder and eliminate the security
interest in the Manufactured Home. The Servicer shall determine when a Contract
has been paid in full. To the extent insufficient payments are received on a
Contract mistakenly determined by the Servicer to be prepaid or paid in full and
satisfied, the shortfall shall be paid by the Servicer out of its own funds by
deposit into the Certificate Account.
(b) From time to time as appropriate for servicing and foreclosure in
connection with any Land Home Contract, the Trustee shall, upon written request
of a Servicing Officer and delivery to the Trustee of a receipt signed by such
Servicing Officer, cause the original Land Home Contract and the related Land
Home Contract File to be released to the Servicer and shall execute such
documents as the Servicer shall deem necessary to the prosecution of any such
proceedings. The Trustee shall stamp the face of each such Land Home Contract to
be released to the Servicer with a notation that the Land Home Contract has been
assigned to the Trustee.
(c) The Servicer's receipt of a Land Home Contract and/or Land Home
Contract File shall obligate the Servicer to return the original Land Home
Contract and the related Land Home Contract File to the Trustee, or any person
acting on behalf of the Trustee, when its need by the Servicer has ceased unless
the Contract shall be paid in full, 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 Section 7.07 and
all (and not a portion) of the Monthly Servicing Fee is transferred to such
successor Servicer.
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Section 4.16 Custody of Contracts.
--------------------
(a) Subject to the terms and conditions of this Section 4.16, the
Servicer agrees to act as custodian of the Contract Files (other than the Land
Home Contract Files) for the benefit of the Certificateholders and the Trust
Fund. The Certificateholders by their acceptance of the Certificates, consent to
the Servicer acting as custodian, and the Servicer agrees to maintain the
Contract Files (other than the Land Home Contract Files) as custodian therefor.
(b) The Servicer agrees to maintain the related Contract Files (other
than the Land Home Contract Files) at its offices where they are presently
maintained, or at such other offices of the Servicer in the State of California
as shall from time to time be identified to the Trustee by ten days' prior
written notice. The Servicer may temporarily move individual Contract Files,
Land Home Contract Files or, in each case, any portion thereof without notice as
necessary to conduct collection and other servicing activities in accordance
with its customary practices and procedures.
(c) As custodian, the Servicer shall have and perform the following
powers and duties:
(i) hold the Contract Files (other than the Land Home Contract
Files) on behalf of the Certificateholders and the Trustee, maintain accurate
records pertaining to each Contract to enable it to comply with the terms and
conditions of this Agreement, maintain a current inventory thereof and conduct
annual physical inspections of Contract Files held by it under this Agreement;
(ii) implement policies and procedures in writing and signed by
a Servicing Officer, with respect to persons authorized to have access to the
Contract Files on the Servicer's premises and the receipting for Contract Files
taken from their storage area by an employee of the Servicer for purposes of
servicing or any other purposes; and
(iii) attend to all details in connection with maintaining
custody of the Contract Files on behalf of the Certificateholders and the
Trustee.
(d) In performing its duties under this Section 4.16, the Servicer
agrees to act in accordance with the standard of care set forth in Section 4.02.
The Servicer shall promptly report to the Trustee any failure by it to hold the
Contract Files as herein provided, and shall promptly take appropriate action to
remedy any such failure. In acting as custodian of the Contract Files, the
Servicer further agrees not to assert any 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 that constitutes a breach of the Servicer's
obligations hereunder;
provided, however, that the Servicer will not be liable for any portion of
-------- -------
any such amount resulting from the negligence or willful misconduct of any
other Person.
(e) Not later than 60 days from Closing Date, the Contact Seller
shall deliver, or cause to be delivered, to the Trustee the following:
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(i) the Land Home Contract Files;
(ii) the original Land Home Contracts stamped as provided in
Section 3.02(x) (which such stamp 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.
----------------
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates shall be designated as the
"regular interests" and the Class R Certificates shall be designated as the sole
class of "residual interests" in the REMIC. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" (the
"Startup Date") of the Trust Fund within the meaning of Section 860G(a)(9) of
the Code.
(c) The REMIC Administrator shall at all times hold a Class R
Certificate representing a 0.01% Percentage Interest of all Class R Certificates
and shall be designated as "the tax matters person" with respect to the REMIC in
the manner provided under Treasury Regulations section 1.860F-4(d) and temporary
Treasury Regulations section 301.6231(a)(7)-1T. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Contracts on deposit in the
Certificate Account provided by Section 5.03 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is not the Servicer
hereunder, the REMIC Administrator shall perform 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
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Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare tax returns.
(e) The REMIC Administrator shall provide (i) to any transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of the REMIC.
(f) The REMIC Administrator and the Servicer shall take such actions
and shall cause the REMIC created hereunder to take such actions as are
reasonably within the REMIC Administrator's or the Servicer's control and the
scope of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions
(and the Trustee shall assist the Servicer and the REMIC Administrator, to the
extent reasonably requested by the Servicer and the REMIC Administrator to do
so). The REMIC Administrator and the Servicer shall not knowingly or
intentionally take any action, cause the Trust Fund to take any action or fail
to take (or fail to cause to be taken) any action reasonably within their
respective control that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860(G)(d) of the
Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the REMIC Administrator or the Servicer, as applicable, has received an Opinion
of Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the REMIC Administrator or the Servicer, as
applicable, determines that taking such action is in the best interest of the
Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in
no event at the expense of the REMIC Administrator, the Contract Seller, the
Servicer or the Trustee) to the effect that the contemplated action will not,
with respect to the REMIC created hereunder, endanger such status or, unless the
REMIC Administrator determines in its sole discretion to indemnify the Trust
Fund against the imposition of such a tax, result in the imposition of such a
tax. Wherever in this Agreement a contemplated action may not be taken because
the timing of such action might result in the imposition of a tax on the Trust
Fund, or may only be taken pursuant to an Opinion of Counsel that such action
would not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to any
taxes that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the REMIC Administrator or the Servicer, as applicable, has advised
it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to the REMIC or its assets, or causing the
REMIC to take any action, which is not 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
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Trustee shall not take any such action or cause the REMIC to take any such
action as to which the REMIC Administrator or the Servicer, as applicable,has
advised it in writing that an Adverse REMIC Event could occur. The REMIC
Administrator or the Servicer, as applicable, may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking
to take the action not expressly permitted by this Agreement, but in no event
at the expense of the REMIC Administrator or the Servicer. At all times as may
be required by the Code, the Servicer will to the extent within its control and
the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax, including interest, penalties,additional
amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such Tax
shall be charged against amounts otherwise required to be distributed to the
Holders of the Class R Certificates. The Trustee is hereby authorized to retain,
or cause the Paying Agent to retain, from amounts otherwise required to be
distributed to the Holders of the Class R Certificates sufficient funds to pay
or provide for the payment of, and to actually pay, or cause the Paying Agent to
pay, such Tax as is legally owed by the Trust Fund (but such authorization shall
not prevent the Servicer or the REMIC Administrator 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, the REMIC Administrator 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.
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(j) Neither the Servicer nor the Trustee shall (subject to Section
4.17(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a regular
interest in the REMIC would be reduced to zero is the sixth Distribution Date
following the latest scheduled maturity of any Contract.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Contracts (except in connection with (i) the default,
imminent default or foreclosure of a Contract, including but not limited to, the
acquisition or sale of a Manufactured Home or a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the
termination of the REMIC pursuant to Article X of this Agreement or (iv) a
purchase of Contracts pursuant to Article III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Certificate
Account for gain nor accept any contributions to the REMIC after the Closing
Date unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of the
REMIC as a REMIC or (b) unless the REMIC Administrator has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause the REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions .
(n) Each Holder of a Class R Certificate, by purchasing such Class R
Certificate, agrees to give the Servicer written notice that it is a "pass-
through interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of such Class R
Certificate, if it is, or is holding such Class R Certificate on behalf of, a
"pass-through interest holder." The Special Account and amounts distributed
thereto pursuant to Section 5.02(a) hereof shall not be assets of the REMIC or
the Trust Fund. The Class R Certificateholder shall be the owner of the Special
Account 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
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subsequent to three years after its acquisition will not result in the
imposition of taxes on "prohibited transactions" of the Trust Fund as defined in
Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC
at any time that any Certificates are outstanding. The Servicer shall manage,
conserve, protect and operate each REO Property solely for the purpose of its
prompt disposition and sale in a manner that does not cause any such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the REMIC of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code or any "net income from foreclosure property" which is subject to
taxation under the REMIC Provisions. In connection with its efforts to sell such
REO Property, the Servicer shall either itself or through an agent selected by
the Servicer protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Servicer and the Certificateholders for the
period prior to the sale of such REO Property.
(p) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with
respect to each REO Property an account held in trust for the Trustee for the
benefit of the Certificateholders (each, an "REO Account"), which shall be an
Eligible Account and the funds therein shall be invested in Eligible Investments
that will mature not later than the Business Day preceding the applicable
Determination Date. The Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in each REO Account by the depository.
(q) The Servicer shall deposit, or cause to be deposited, on a daily
basis in each REO Account all revenues received with respect to operation of the
related REO Property and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of the REO Property. On or before each
Determination Date, the Servicer shall withdraw from each REO Account and
deliver to the Trustee for deposit into the Certificate Account the income from
the REO Property on deposit in the REO Account, net of its reasonable fees and
expenses.
(r) The disposition of REO Property shall be carried out by the Servicer
at such price and upon such terms and conditions as the Servicer shall deem
necessary or advisable, as shall be normal and usual in its general servicing
activities.
(s) The proceeds from the disposition of any REO Property, net of any
reimbursement to the Servicer as provided herein, shall be deposited in the REO
Account and shall be deposited in the Certificate Account when the related
Contract becomes a Liquidated Contract.
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
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with the manner in which the Servicer manages and operates similar property
owned by the Servicer or any of its Affiliates, all on such terms and for such
period as the Servicer deems to be in the best interests of Certificateholders,
and, consistent therewith, shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management and maintenance of such REO Property,
including:
(i) all insurance premiums due and payable in respect to such
REO Property;
(ii) all real estate taxes and assessments in respect to such
REO Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO
Property.
To the extent that amounts on deposit in the REO Account in respect of
any REO Property are insufficient for the purposes set forth in (i)-(iii) above
with respect to such REO Property, the Servicer shall advance from its own funds
such amount as is necessary for such purposes if, but only if, the Servicer
would make such advances if the Servicer owned such REO Property and if in the
Servicer's judgment, the payment of such amounts will be recoverable from the
operation or sale of such REO Property.
(b) Notwithstanding the foregoing, the Servicer shall not:
(i) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon, and then
only if more than ten percent of the construction of such building or other
improvement was completed before default on the related Contract became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(ii) directly operate, or allow any other Person to directly
operate, any REO Property on any date more than 90 days after its date of
acquisition;
unless, in any such case, the Servicer has requested and received an Opinion of
Counsel to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Servicer may take such actions as are specified in such Opinion of Counsel.
(c) The Servicer may contract with any Independent Contractor for the
operation and management of any REO Property, provided that:
(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,
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(B) hold all related revenues in a segregated account, which shall be an
Eligible Account, and (C) remit all related revenues collected (net of such
costs and expenses and any fees retained by such Independent Contractor) to the
Servicer on a monthly or more frequent basis;
(iii) none of the provisions of this Section 4.18(c) relating to
any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Servicer of any of its duties and obligations to
the Trustee on behalf of Certificateholders with respect to the operation and
management of any such REO Property; and
(iv) the Servicer shall be obligated with respect thereto to the
same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.
The Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be entitled to pay all fees owed to any
such Independent Contractor out of the REO Account pursuant to Section 4.17.
(d) Subject to Section 4.18(b), the Servicer shall itself be entitled
to operate and manage any foreclosure property and, in such even, 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. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any costs associated with the management or operation of REO
Property, the amount of such insufficiency shall constitute, and be reimbursable
to the Servicer as, a Nonrecoverable Advance.
Section 4.19 Reports to the Securities and Exchange Commission.
-------------------------------------------------
The Servicer shall use reasonable efforts to assist the Contract Seller in
obtaining any information maintained by it in the ordinary course of performing
its duties hereunder that is necessary for the Contract Seller, on behalf of the
Trust Fund, to cause to be filed with the Securities and Exchange Commission any
periodic reports required to be filed under the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
Section 4.20 Annual Statement as to Compliance.
---------------------------------
The Servicer will deliver to the Contract Seller, the Trustee and each
Rating Agency on or before April 1 of each year, commencing in 2002, 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.
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Section 4.21 Annual Independent Public Accountants' Servicing Report.
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On or before April 1 of each year, commencing in 2002, the Servicer, at its
expense, shall cause a firm of independent public accountants which is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Contract Seller, the Trustee and each Rating Agency to the effect that
such firm has examined certain documents and records relating to the servicing
of the Contracts under this Agreement and, at the option of the Servicer,
manufactured housing installment sale contracts and installment loan agreements
under pooling and servicing agreements substantially similar to this Agreement
with regard to servicing procedures (such statement to have attached thereto a
schedule setting forth the pooling and servicing agreements covered thereby,
including this Agreement) and that, on the basis of such examination conducted
substantially in compliance with this Agreement or such agreements, as the case
may be, and generally accepted auditing standards, such servicing has been
conducted substantially in compliance with this Agreement or such pooling and
servicing agreements, as the case may be, except for such exceptions as such
firm believes to be immaterial and such other exceptions or errors in records
that may be set forth in such statement. For purposes of such statement, such
firm may assume conclusively that all pooling and servicing agreements among the
Contract Seller, the Servicer and the Trustee relating to certificates
evidencing an interest in actuarial and/or simple interest manufactured housing
contracts are substantially similar to one another, except for any such pooling
and servicing agreement which by its terms specifically states otherwise.
Section 4.22 Retitling of Land Home Contracts.
--------------------------------
(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 Moody's of Baa3 or higher,
of BBB-or higher from S&P, the Servicer or the Contract Seller shall promptly
provide notice to the Trustee that GreenPoint Bank no longer has such rating. If
at any time during the term of this Agreement the Trustee receives written
notice from the Servicer or the Contract Seller that GreenPoint Bank does not
have a long-term senior debt rating from Moody's of Baa3 or higher, of BBB- or
higher from S&P, or if the Trustee otherwise becomes aware that the Contract
Seller is no longer assigned such rating, the Trustee, at the Contract Seller's
expense, shall file promptly in the appropriate recording offices the
assignments to the Trustee on behalf of the Trust Fund of each Mortgage securing
a Land Home Contract sold by the Contract Seller to the Trust Fund.
(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.
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Section 4.23 Notice of Rating Change.
-----------------------
In the event that any of the Class A Certificates are not rated "AAA" by S&P
and "Aaa" by Moody's, respectively, on the Closing Date, the Servicer shall give
written notice to the Auction Agent of the initial ratings on the Class A
Certificates by S&P and Moody's substantially in the form of the Notice of
Ratings. If there is a change in any of the ratings of the Certificates at any
time, the Servicer shall give written notice to the Auction Agent or if the
Class A Certificates are no longer maintained as Book-Entry Certificates by the
Depository, to the Trustee, substantially in the form of the Notice of Ratings
within three (3) Business Days of its receipt of notice of such change, but not
later than the close of business on the Business Day immediately preceding an
Auction Date (as defined in Schedule I) if the Servicer has received written
notice of such change in a rating or ratings prior to 12:00 noon on such
Business Day, and the Auction Agent or the Trustee, as applicable, shall take
into account such change in rating or ratings for purposes hereof and any
Auction, so long as such Notice of Ratings is received by the Auction Agent or
Trustee no later than the close of business on such Business Day.
ARTICLE V
PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS
Section 5.01 Monthly Advances by the Servicer.
--------------------------------
(a) By the close of business on the day prior to each Distribution
Date, the Servicer shall (i) cause to be deposited, out of its own funds, in the
Certificate Account the Monthly Advance for the related Distribution Date, (ii)
direct the Trustee to apply all or a portion of the Excess Contract Payments in
the Certificate Account to make such Monthly Advance, or (iii) do any
combination of clauses (i) and (ii) to make such Monthly Advance. To the extent
that an Excess Contract Payment (or any portion thereof) that has been applied
pursuant to clause (ii) or (iii) is required for application to all or a portion
of a Scheduled Payment due on the related Contract, the Servicer shall deposit,
out of its own funds, the amount of such Excess Contract Payment (or the portion
thereof required for such Scheduled Payment) into the Certificate Account on the
immediately succeeding Due Date, and the amount so deposited will become part of
the Outstanding Amount Advanced.
(b) The Servicer shall reimburse itself for the Outstanding Amount
Advanced out of (i) collections of delinquent payments of principal and interest
on Contracts as to which the Servicer previously made a Monthly Advance, (ii)
available funds in the Certificate Account attributable to Excess Contract
Payments or (iii) any combination of clauses (i) and (ii) above.
(c) If the Servicer determines that any advance made pursuant to
Section 5.01(a) has become a Nonrecoverable Advance and at the time of such
determination there exists an Outstanding Amount Advanced, then the Servicer
shall reimburse itself out of funds in the Certificate Account for the amount of
such Nonrecoverable Advance for the next succeeding Distribution Date by
withdrawing such amount pursuant to Section 5.03(v), but not in excess of such
Outstanding Amount Advanced. If a Contract becomes a Liquidated Contract and at
such time there exists an Outstanding Amount Advanced, then the Servicer shall
reimburse itself out of funds in the Certificate Account for the portion of
Monthly Advances equal to the aggregate
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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 any advance that the Servicer determines if made would be a
Nonrecoverable Advance.
Section 5.02 Payments.
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(a) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account an amount equal to the sum of the Available Distribution
Amount, the Enhancement Payment, if any, and the Draw Amount, if any, and apply
such amount (provided that any amount representing a Draw Amount shall only be
used with respect to items (i), (ii), (iii) and (iv) 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 A-1 Certificateholders and the Class A-2
Certificateholders, the Class A-1 Interest Distribution Amount and the Class A-2
Interest Distribution Amount, respectively; provided that if the Available
--------
Distribution Amount, together with any 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, 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 A Certificateholders, the Formula Principal
Distribution Amount (less, with respect to the Class A-2 Certificateholders, the
Class A-2 Holdover Amount for such Distribution Date) in the following order of
priority:
(A) to the Class A-1 Certificateholders until the Class
A-1 Certificate Balance is reduced to zero; and
(B) to the Class A-2 Certificateholders until the Class
A-2 Certificate Balance is reduced to zero;
(iii) to the Insurer, the Premium, including any Premium due
on any prior Distribution Date but not paid;
(iv) to the Special Account, the Special Account Deposit
Amount required to be deposited therein pursuant to the Insurance Agreement;
(v) 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;
(vi) to the LOC Provider (or if a Funding Event has occurred,
to the Spread Account), an amount equal to any unreimbursed Draw Amounts;
(vii) to the Broker Dealer, the Broker Dealer Fee and certain
other amounts that may be required to be paid pursuant to the Broker Dealer
Agreement;
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(viii) to the Class A-1 Certificateholders and Class A-2
Certificateholders, the Class A-1 Net Funds Cap Carryover Amount and the Class
A-2 Net Funds Cap Carryover Amount, respectively, provided that if the Available
--------
Distribution Amount is insufficient to make the full distributions of the Net
Funds Cap Carryover Amounts referred to in this clause (vii), the Available
Distribution Amount shall be distributed on such Classes of Certificates pro
rata based on such full amounts allocable to such Classes;
(ix) certain amounts that may be required to be paid pursuant
to the Auction Agent Agreement; and
(x) to the Class R Certificateholders, any remaining
Available Distribution Amount.
In addition, notwithstanding the prioritization of the distribution of
the Formula Principal Distribution Amount to the Holders of the Class A
Certificates pursuant to clause (ii) above, on a Distribution Date, if any, in
respect of which a Deficiency Event is in effect, the portion of the Formula
Principal Distribution Amount for such Distribution Date that would otherwise be
distributed sequentially to the Class A-1 and Class A-2 Certificateholders
pursuant to clause (ii) above will instead be distributed to the Class A-1 and
Class A-2 Certificateholders pro rata based upon the Certificate Balance of each
such Class immediately prior to such Distribution Date until the Certificate
Balances of the Class A-1 and Class A-2 Certificates have been reduced to zero
(but distributions among the Class A-1 and Class A-2 shall be made in accordance
with the terms of Section 5.02(e) hereof).
Such distributions to the Class A-1 Certificateholders and Class A-2
Certificateholders shall be made such that the Trustee shall distribute, subject
to 5.02(e) hereof with respect to payments of principal, (a) to each Class A-1
Certificateholder as of the preceding Record Date an amount equal to the product
of the aggregate Percentage Interest evidenced by such Certificateholder's Class
A-1 Certificates and the Class A-1 Distribution Amount for such Distribution
Date, and (b) to each Class A-2 Certificateholder as of the preceding Record
Date an amount equal to the product of the aggregate Percentage Interest
evidenced by such Certificateholder's Class A-2 Certificates and the Class A-2
Distribution Amount for such Distribution Date. The Trustee shall pay each
Certificateholder of record by check mailed to such Certificateholder at the
address for such Certificateholder appearing on the Certificate Register;
provided that if such Certificateholder holds Certificates evidencing a
--------
Percentage Interest aggregating 10% or more with respect to such Class and has
given the Trustee appropriate written instructions at least 10 days prior to the
related Distribution Date (which instructions, until revised, shall remain
operative for all Distribution Dates thereafter), the Trustee shall pay such
Certificateholder by wire transfer of funds. If on any Determination Date the
Servicer determines that there are no Contracts outstanding and no other funds
or assets in the Trust Fund other than the funds in the Certificate Account, the
Servicer promptly shall notify the Insurer, the LOC Provider 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.
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(b) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account (solely out of the Available Distribution Amount for such
Distribution Date after giving effect to the distributions made to the
Certificateholders pursuant to Section 5.02(a)(i)-(ii) and (viii), to the
Insurer pursuant to Section 5.02(a)(iii), to the Special Account pursuant to
Section 5.02(a)(iv), to the Servicer pursuant to Section 5.02(a)(v), to the LOC
Provider pursuant to Section 5.02(a)(vi), to the Broker Dealer pursuant to
Section 5.02(a)(vii), and to the Auction Agent pursuant to Section 5.02(a)(ix)),
and distribute the remainder to the amount specified in Section 5.02(a)(x) to
the Class R Certificateholders by wire transfer of immediately available funds.
Such distribution to the Class R Certificateholders 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 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 and Exhibit C hereto.
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(d) None of the Servicer, the Contract Seller, the Trustee, the Holders
of the Regular Certificates or, except and only to the extent set forth in the
Insurance Agreement, the Class R Certificateholders shall have any right to any
amounts on deposit in the Special Account.
(e) On each Distribution Date prior to the Class A-2 Pro Rata Date,
principal payments will be made to the Class A-2 Certificates only in amounts
equal to $25,000 and integral multiples in excess thereof. On each Distribution
Date, the Class A-2 Holdover Amount, if any, for such Distribution Date will be
retained in the Certificate Account. The amount being distributed to Holders of
the Class A-2 Certificates as principal will be allocated to the specific
Certificates of such Class which are selected prior to the related Distribution
Date by lot or such other manner as may be determined by the Depository, a
Depository Participant or the Trustee, which distributions, prior to the Class
A-2 Pro Rata Date, as applicable, will be made only in allocations equal to
$25,000 and integral multiples of $25,000 in excess thereof. On each
Distribution Date on and after the Class A-2 Pro Rata Date, distributions will
be made pro rata to the Holders of the Class A-2 Certificates pursuant to
Section 5.02(a) based on their respective Percentage Interests. Any amounts on
deposit in the Certificate Account representing the Class A-2 Holdover Amount
shall only be applied to payments of principal on the Class A-2 Certificates
until the Certificate Balance of the Class A-2 Certificates has been reduced to
zero.
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Section 5.03 Permitted Withdrawals from the Certificate Account.
--------------------------------------------------
The Servicer may, from time to time as provided herein, make withdrawals from
the Certificate Account of amounts deposited therein pursuant to Section 4.05
that are attributable to the Contracts for the following purposes:
(i) to pay to the Contract Seller with respect to each
Contract sold by it or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 3.05, all amounts received thereon
that are specified in such Section to be property of the Contract Seller;
(ii) to reimburse itself for the payment of taxes or charges
out of Liquidation Proceeds (to the extent not previously retained from such
Liquidation Proceeds prior to their deposit) or out of payments expressly made
by the related Obligor to reimburse the Servicer for such taxes or charges, as
permitted by Section 4.06;
(iii) to pay to itself the Senior Monthly Servicing Fee and
Servicer Deficiency Amounts and Repossession Profits, if any;
(iv) to reimburse itself or a previous Servicer out of
Liquidation Proceeds (to the extent not previously retained from Liquidation
Proceeds prior to their deposit in the Certificate Account) in respect of a
Manufactured Home and out of payments by the related Obligor (to the extent of
payments expressly made by the Obligor to reimburse the Servicer for insurance
premiums) for expenses incurred by it in respect of such Manufactured Home that
are specified in this Agreement as being reimbursable to it or to a previous
Servicer;
(v) to reimburse itself for any Nonrecoverable Advances and
for Monthly Advances in respect of Liquidated Contracts;
(vi) after the Class A-1 Certificate Balance and Class A-2
Certificate Balance have been reduced to zero, all amounts owing to the Special
Account have been deposited and all amounts owing to the LOC Provider 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 Certificate
Account that was not required to be deposited therein (including any collections
on the Contracts that, pursuant to Section 2.01(a), are not part of the Trust
Fund and amounts permitted to be withdrawn pursuant to Section 11.12(ii)
hereof)).
Since, in connection with withdrawals pursuant to clauses (i), (ii) and
(iv) of this Section 5.03, the Servicer's entitlement thereto is limited to
collections or other recoveries on the related Contract, the Servicer shall keep
and maintain separate accounting, on a Contract by Contract basis, for the
purpose of justifying any withdrawal from the Certificate Account pursuant to
such clauses.
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Section 5.04 Monthly Reports.
---------------
At least two Business Days prior to each Distribution Date, the Servicer
shall cause the Trustee, the Insurer, the Rating Agencies, the Contract Seller,
the LOC Provider and the Certificate Administrator to receive a Monthly Report,
which report shall include the following information with respect to the
immediately following Distribution Date:
(a) the Class A-1 Distribution Amount for such Distribution
Date;
(b) the amount of principal to be distributed to the Class A-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Total Regular Principal Amount and from the amount of clause (b) of the
definition of Formula Principal Distribution Amount;
(c) the amount of interest to be distributed to Class A-1
Certificateholders on such Distribution Date (separately identifying any Class
A-1 Unpaid Interest Shortfall included in such distribution);
(d) the remaining Class A-1 Certificate Balance after giving
effect to the payment of principal to be made on such Distribution Date (on
which interest will be calculated on the next succeeding Distribution Date);
(e) the Class A-2 Distribution Amount for such Distribution
Date;
(f) the amount of principal to be distributed to the Class A-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Total Regular Principal Amount and from the amount of clause (b) of the
definition of Formula Principal Distribution Amount;
(g) the amount of interest to be distributed to Class A-2
Certificateholders on such Distribution Date (separately identifying any Class
A-2 Unpaid Interest Shortfall included in such distribution);
(h) the remaining Class A-2 Certificate Balance after giving
effect to the payment of principal to be made on such Distribution Date (on
which interest will be calculated on the next succeeding Distribution Date);
(i) the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through
Rate and the Class A-2 Holdover Amount;
(j) the Senior Monthly Servicing Fee and the Subordinated
Monthly Servicing Fee payable on such Distribution Date, the aggregate amount of
any Subordinated Monthly Servicing Fees remaining unpaid as of such Distribution
Date, the amount of any reimbursement to the Servicer pursuant to Section 7.05,
and any Late Payment Fees, Extension Fees and assumption fees paid during the
prior Collection Period, and the amount of any other fees payable out of the
Trust Fund;
(k) the existence of any Servicing Fee Subordination Event;
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(l) the existence of any Servicer Termination Event;
(m) the number of and aggregate remaining principal balance of
Contracts with payments delinquent 31 to 59, 60 to 89, and 90 or more days,
respectively;
(n) the number of Contracts that were repurchased or replaced by
the Contract Seller in accordance with Section 3.05 during the prior Collection
Period, identifying such Contracts and (i) the Repurchase Price of such
Contracts and (ii) the amount, if any, paid by the Contract Seller due to the
differences, if any, between the remaining principal balances of the replaced
Contracts and the Eligible Substitute Contracts;
(o) the aggregate principal balances of all Contracts that are
not Liquidated Contracts and in respect of which the related Manufactured Homes
have been repossessed or foreclosed upon;
(p) the Enhancement Payment, if any, on such Distribution Date;
(q) the amount of any Monthly Advance and the Outstanding Amount
Advanced with respect to such Distribution Date;
(r) the amounts, if any, deposited into the Special Account for
such Distribution Date;
(s) the amount, if any, to be distributed to the Class R
Certificateholders;
(t) (i) the Net Weighted Average Contract Rate for the
Collection Period immediately preceding the month of such Distribution Date and
(ii) the Net Weighted Average Contract Rate for the Collection Period occurring
in the month in which such Distribution Date occurs;
(u) the number of Manufactured Homes currently held by the
Servicer due to repossessions and the aggregate principal balance of the related
defaulted Contracts;
(v) the Pool Principal Balance, expressed as a percentage of the
Cut-Off Date Pool Principal Balance;
(w) the aggregate of the Deficiency Amounts and Servicer
Deficiency Amounts received for the preceding Collection Period;
(x) any additional items required to be set forth in the Monthly
Report pursuant to the Insurance Agreement;
(y) amounts paid to the Class A-1 Certificateholders on such
Distribution Date in respect of the Class A-1 Net Funds Cap Carryover Amount and
amounts paid to the Class A-2 Certificateholders on such Distribution Date in
respect of the Class A-2 Net Funds Cap Carryover Amount;
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(z) the Cumulative Realized Losses and the Current Realized Loss
Ratio, each as of such Distribution Date; and
(aa) the Draw Amount under the LOC, if any, on such Distribution
Date, the Undrawn Amount as of such Distribution Date, the Letter of Credit
Amount as of such Distribution Date, amounts owed to the LOC Provider for
reimbursement of previous draws on the LOC and whether the LOC has been
replaced, modified or cancelled.
Copies of all Monthly Reports shall be provided by the Servicer to each
Rating Agency. Neither the Trustee nor the Certificate Administrator shall be
under any duty to recalculate or verify the information provided to it by the
Servicer. The Servicer shall deliver a written notice to the Trustee not later
than three Business Days next preceding a Distribution Date if it cannot provide
the Trustee and the Certificate Administrator with a Monthly Report for such
Distribution Date. In addition, if the Servicer receives a notice from the LOC
Provider to the effect that the rating of the LOC Provider by either Rating
Agency 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 mail, or cause the Paying Agent to mail, to each
Certificateholder at the address appearing on the Certificate Register the
Monthly Report prepared by the Servicer together with the following information
prepared by the Servicer:
(1) the amount of fees and expenses payable out of the Trust
Fund for such Collection Period;
(2) the percentage obtained by dividing the aggregate
Certificate Balances with respect to each Class (after giving effect to the
distributions on the Certificates made on such Distribution Date) by the
aggregate Initial Certificate Balances with respect to each Class;
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(3) such other customary factual information as is available to
the Servicer as the Servicer deems necessary and can obtain reasonably from its
existing data base to enable Certificateholders to prepare their tax returns.
In the case of information furnished with respect to a dollar amount, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
Within a reasonable period of time after the end of each calendar year,
subject to the next sentence, but in no event later than 90 days after the end
of such year, the Servicer shall prepare and furnish to the Trustee, the Paying
Agent and the Certificate Administrator, and the Trustee, promptly upon receipt,
shall furnish or cause the Paying Agent to furnish to each Person who at any
time during the calendar year was the Holder of a Certificate, a statement
containing the information set forth in clauses (b) and (c) of Section 5.04, in
the case of Class A-1 Certificateholders, and (f) and (g) of Section 5.04, in
the case of Class A-2 Certificateholders, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Code as from time to time in force.
On each Distribution Date, the Servicer shall forward or cause to be forwarded
by mail to each Holder of a Class R Certificate, a copy of the Monthly Report
for such Distribution Date. The Servicer shall also forward or cause to be
forwarded by mail to each Holder of a Class R Certificate, a statement setting
forth such information as the Servicer deems necessary or appropriate.
Within a reasonable period of time after the end of each calendar year, the
Servicer shall furnish or cause to be furnished to each Person who at any time
during the calendar year was a Holder of a Class R Certificate a statement
containing the applicable distribution information provided pursuant to this
Section 5.07 aggregated for such calendar year or applicable portion thereof
during which such Person was a Holder of a Class R Certificate. Such obligation
of the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer pursuant
to any requirements of the Code. A Certificate Owner holding Certificates of a
Class representing in the aggregate at least 5% of the Percentage Interests of
such Class shall, upon written request to the Trustee certifying its beneficial
ownership of such Certificates, be entitled to receive copies of all reports
provided by the Trustee. Copies of all reports provided by the Trustee to the
Certificateholders shall also be provided to each Rating Agency.
Section 5.08 Certificate Insurance Policy; Enhancement Payments.
--------------------------------------------------
(a) The parties hereto acknowledge that the Insurer has provided
the Certificate Insurance Policy in order to provide the Class A
Certificateholders with a source of funds to enhance the likelihood of the
receipt by such Certificateholders on each Distribution Date of the aggregate
amount distributable pursuant to Section 5.02(a)(i)-(ii) with respect to such
Distribution Date to the extent that the amount drawn on the LOC pursuant to
Section 5.09 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)(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 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 for Payment (and deliver a
copy of such Notice for Payment to the Bank Agent pursuant to the Certificate
Insurance Policy) directing the Insurer to make payment by wire transfer to the
Certificate Account.
(c) If, in respect of any Distribution Date, the Trustee is
holding in the Certificate Account all or part of any Enhancement Payment for
such Distribution Date, then the Trustee shall distribute to the
Certificateholders such Enhancement Payment together with the Available
Distribution Amount pursuant to Section 5.01(a).
Section 5.09 LOC; Draw Amounts; Spread Account
---------------------------------
(a) The parties hereto acknowledge that the LOC Provider has
provided the LOC to provide the Class 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)(i), (ii), (iii) and (iv) with
respect to such Distribution Date.
(b) Upon receipt of a Monthly Report from the Servicer that
shows a Draw Amount and in all events two Business Days prior to the
Distribution Date (as calculated by the Servicer), the Trustee shall draw under
the LOC pursuant to a P&I Deficiency Demand (and deliver a copy of a Certificate
of P&I Deficiency Demand (which is attached as Annex A to the LOC) to the LOC
Provider pursuant to the terms of the LOC), directing the LOC Provider to make
payment by wire transfer to the 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 Certificate Account). Within two Business Days
after 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 LOC directing the LOC Provider to make
payment by wire transfer in an amount equal to the Undrawn Amount into the
Spread Account.
(c) If, in respect of any Distribution Date, the Trustee is
holding in the Certificate Account all or part of any Draw Amounts 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 pursuant to Sections 5.02(a)(i), (ii), (iii) and (iv).
(d) Notwithstanding any provisions to the contrary in the
Agreement, the Insurer and the LOC Provider by mutual consent may, without the
consent of the Trustee, the Contract Seller, the Servicer or the
Certificateholders, reduce the Letter of Credit Amount, substitute or replace
all or a portion of the LOC with another LOC or any other form of credit
enhancement, change the terms of the LOC or cancel the 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.
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(e) On or prior to the Closing Date, the Trustee shall have
established, and thereafter shall maintain, a Spread Account, which is an
Eligible Account, in the form of a segregated trust account titled "GreenPoint
Manufactured Housing Contract Trust, Pass-Through Certificates, Series 2000-7,
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 Letter of Credit Amount, 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 5.09(b) hereof and Section 6.03 of the
Insurance Agreement, shall be applied in the following order of priority: first,
for deposit to the Certificate Account pursuant to Section 4.05, any Draw
Amounts, and second, for deposit to the Special Account, any Special Account
Deposit Amounts (after giving effect to any Available Distribution Amounts).
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
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termination of this Agreement, the Trustee shall withdraw such amounts and remit
them to the LOC Provider.
ARTICLE VI
THE CERTIFICATES
SECTION 6.01 The Certificates.
----------------
The Certificates shall be substantially in the forms attached hereto as
Exhibit B, Exhibit C and Exhibit D. The Class A Certificates shall be issuable
--------- --------- ---------
in registered form, in the minimum dollar denominations, integral dollar
multiples in excess thereof (except that one Certificate in each Class may be
issued in a different amount which must be in excess of the applicable minimum
dollar denomination) and aggregate dollar denominations per Class as set forth
in the following table:
<TABLE>
<CAPTION>
Integral
Multiples in
Minimum Excess of Latest Scheduled Initial Certificate
Class Denomination Minimum Distribution Date Balance
---------- -------------- ------------- ------------------ --------------------
<S> <C> <C> <C> <C>
A-1 $50,000 $ 1 June 2022 $160,000,000.00
A-2 $25,000 $25,000 November 2031 $100,000,000.00
</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.
The Servicer shall provide, or cause to be provided, to the Trustee on a
continuous basis, an adequate inventory of Certificates to facilitate transfers.
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Setion 6.02 Certificate Register; Registration of Transfer and Exchange
-----------------------------------------------------------
of Certificates.
---------------
(a) The Trustee shall maintain, or cause to be maintained, a
Certificate Register for the Trust Fund in which, subject to the provisions of
subsections (b) and (c) below and to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Upon surrender for
registration of transfer of any Certificate, the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of transfer or exchange shall
be canceled and subsequently destroyed by the Trustee in accordance with the
Trustee's customary procedures.
(b) No transfer of an ERISA Restricted Certificate will be made
unless the Trustee has received either (i) an Opinion of Counsel, at no expense
to the Trustee, the Contract Seller, the Insurer, the LOC Provider or the
Servicer, acceptable to and in form and substance satisfactory to the Trustee,
the Contract Seller and the Servicer with respect to the permissibility of such
transfer under ERISA and Section 4975 of the Code and stating, among other
things, that the transferee's acquisition of such ERISA Restricted Certificate
will not constitute or result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code and will not subject the
Servicer, the Contract Seller or the Trustee to any obligation or liability in
addition to those undertaken in this Agreement or (ii) a representation letter
from the transferee, substantially in the form of paragraph 5 of Exhibit G. No
transfer of an ERISA Restricted Certificate will be made without the consent of
the Insurer and without notification to the Rating Agencies.
(c) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Servicer and the
Trustee or its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of transfer and to do
all other things
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necessary in connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Class R Certificate are expressly subject to the
following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to it, and
shall not register the Transfer of any Class R Certificate until its receipt of,
(I) an affidavit in the form attached hereto as Exhibit G-1 (a "Transfer
Affidavit") from the proposed Transferee, representing and warranting, among
other things, that it is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that
it has reviewed the provisions of this Section 6.02(c) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from
the Holder wishing to transfer the Class R Certificate, representing and
warranting, among other things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit from any
other Person to whom such Person attempts to transfer its Ownership Interest in
a Class R Certificate and (y) not to transfer its Ownership Interest unless it
provides a certificate to the Trustee in the form attached hereto as Exhibit G-
2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury Regulations Section 1.67-
3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and a certificate of the
Holder requesting such transfer in the form attached hereto as Exhibit G-2.
Transfers of the Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent
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permitted by law, to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R Certificate. If a Non-
United States Person shall become a holder of a Class R Certificate, then the
last preceding United States Person shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof retroactive to the date
of registration of such transfer of such Class R Certificate. If a transfer of a
Class R Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 6.02(c) or for making
any payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 6.02(c) and to
the extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Servicer shall have the right, without notice
to the holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Servicer on such terms as the
Servicer may choose. Such purported Transferee shall promptly endorse and
deliver each Class R Certificate in accordance with the instructions of the
Servicer. Such purchaser may be the Servicer itself or any Affiliate of the
Servicer. The proceeds of such sale, net of the commissions (which may include
commissions payable to the Servicer or its Affiliates), expenses and taxes due,
if any, will be remitted by the Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be determined in the
sole discretion of the Servicer, and the Servicer shall not be liable to any
Person having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Servicer, on behalf of the Trustee, shall use its reasonable
efforts to make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the Internal
Revenue Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified Organization.
Reasonable compensation for providing such information may be required by the
Servicer from such Person.
(v) The provisions of this Section 6.02(c) set forth prior to this
clause (v) may be modified, added to or eliminated pursuant to Section 11.01,
provided that there shall have also been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions will not
cause such Rating Agency to downgrade its then-current ratings, if any, of any
Class of the Regular Certificates
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below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) a certificate of the Servicer stating that the
Servicer has received an Opinion of Counsel, in form and substance satisfactory
to the Servicer, to the effect that such modification, addition to or absence of
such provisions will not cause Trust Fund to cease to qualify as a REMIC and
will not cause (x) the Trust Fund to be subject to an entity-level tax caused by
the Transfer of any Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.
(d) The preparation and delivery of all certificates and opinions
referred to above in this Section 6.02 shall not be an expense of the Trust
Fund, the Trustee, the Contract Seller or the Servicer.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee and the Certificate Administrator, if any, such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
protected purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 6.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 6.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 6.03 shall be canceled and destroyed by the Trustee in
accordance with its standard procedures without liability on its part.
Section 6.04 Persons Deemed Owners.
---------------------
The Servicer, the Trustee and any agent of the Servicer or the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.
Section 6.05 Access to List of Certificateholders' Names and Addresses.
---------------------------------------------------------
If three or more Certificateholders (a) request such information in writing
from the Trustee, (b) state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the
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Contract Seller or Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Contract Seller, the Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Trustee, if any. The Contract
Seller and every Certificateholder, by receiving and holding a Certificate,
agree that the Trustee shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived.
Section 6.06 Global Certificates.
-------------------
The Regular Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Global
Certificates, to be delivered to the Depository by or on behalf of the Contract
Seller. Such Global Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
6.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Contract Seller, the Servicer and the Trustee may treat the
Depository and the Depository Participants for all purposes as the authorized
representative of the respective Certificate Owners of such Certificates and, in
the case of distributions, may treat the Depository as the authorized
representative of the Depository Participants and the Certificate Owners;
(c) registration of the Global Certificates may not be transferred by
the Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued with respect to the Class A Certificates pursuant to
Section 6.08, the Depository will make book-entry transfers among the Depository
Participants and receive and transmit distributions of principal and interest on
the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;
(f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and
(g) to the extent that the provisions of this Section conflict with
any other provisions of this Agreement, the provisions of this Section shall
control.
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For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the Certificate Balance of a Class of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning Global
Certificates evidencing the requisite percentage of the Certificate Balance or
the requisite Percentage Interests.
Section 6.07 Notices to Depository.
---------------------
Whenever any notice or other communication is required to be given to
Certificateholders of any Class with respect to which Global Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.
Section 6.08 Definitive Certificates.
-----------------------
If, after Global Certificates have been issued with respect to the Class A
Certificates, (a) the Servicer advises the Trustee that the Depository is no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Servicer is unable to locate a qualified successor, (b) the Servicer, at its
sole option, advises the Trustee that it elects to terminate the book-entry
system with respect to such Certificates through the Depository or (c) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Global Certificates having not less than 51% of the Voting Rights evidenced by
the related Class advise the Trustee and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to such Certificates through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners with respect to such
Certificates, then the Trustee shall notify all Certificate Owners of such Class
of Certificates, through the Depository, of the occurrence of any such event and
of the availability of Definitive Certificates for such Class to Certificate
Owners requesting the same. The Servicer shall provide the Trustee with an
adequate inventory of certificates to facilitate the issuance and transfer of
Definitive Certificates. Upon surrender to the Trustee of any such Certificates
by the Depository, accompanied by registration instructions from the Depository
for registration, the Trustee shall authenticate and deliver such Definitive
Certificates. Neither the Contract Seller, the Servicer nor the Trustee shall be
liable for any delay in delivery of such instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of such Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.
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ARTICLE VII
THE CONTRACT SELLER AND THE SERVICER
Section 7.01 Liabilities to Obligors.
-----------------------
No liability to any Obligor under any of the Contracts arising out of any
act or omission to act of the Servicer in servicing the Contracts prior to the
Closing Date is intended to be assumed by the Contract Seller, the Trustee, the
Certificate Administrator or the Certificateholders under or as a result of this
Agreement and the transactions contemplated hereby and, to the maximum extent
permitted and valid under mandatory provisions of law, the Contract Seller, the
Trustee, the Certificate Administrator and the Certificateholders expressly
disclaim such assumption.
Section 7.02 Servicer's Indemnities.
----------------------
The Servicer shall defend and indemnify the Trust Fund, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Paying Agent, the
Contract Seller and the Certificateholders against any and all costs, expenses,
losses, damages, claims or liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, arising from third party claims or
actions (including penalties or fees imposed by any governmental or regulatory
body or agency) in respect of any action taken by the Servicer with respect to
any Contract or Manufactured Home constituting a failure by the Servicer to
perform its obligations under this Agreement. This indemnity shall survive any
Event of Default (but a Servicer's obligations under this Section 7.02 shall not
relate to any actions of any subsequent Servicer after an Event of Default) and
any payment of the amount owing under, or any repurchase by the Contract Seller
of, any such Contract.
Section 7.03 Operation of Indemnities.
------------------------
Indemnification under this Article VII shall include reasonable fees and
expenses of counsel and expenses of litigation. Any amounts received by the
Trustee from the Servicer pursuant to this Article VII shall be deposited in the
Certificate Account pursuant to Section 4.05. If the Servicer has made any
indemnity payments to the Trustee pursuant to this Article VII and the Trustee
thereafter collects any of such amounts from others, the Trustee will repay such
amounts collected to the Servicer, together with any interest collected thereon.
Section 7.04 Merger or Consolidation of the Contract Seller or the
-----------------------------------------------------
Servicer.
--------
The Contract Seller and the Servicer will each keep in full effect their
existence, rights and franchises as a Delaware limited liability company, and
will obtain and preserve its qualification to do business as a foreign limited
liability company in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Contracts and to perform its duties under this
Agreement.
Any Person into which the Contract Seller or the Servicer may be merged or
consolidated, or any corporation or association resulting from any merger,
conversion or
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consolidation to which the Contract Seller or the Servicer shall be a party, or
any Person succeeding to the business of the Contract Seller or the Servicer,
shall be the successor of the Contract Seller or the Servicer hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
--------
however, that the successor or surviving Person to the Servicer shall satisfy
-------
the requirements of Section 7.07 with respect to the qualifications of a
successor to the Servicer. The Contract Seller and the Servicer shall each
promptly notify each Rating Agency and the Insurer of any such merger to which
it is a party.
The conversion of GreenPoint's organizational structure from a Delaware
limited liability company to a corporation, partnership or other entity shall
not require the consent of any party or notice to any party and shall not in any
way affect the rights or obligations of GreenPoint as Contract Seller or
Servicer hereunder, provided, however, that if any such corporation, partnership
or other entity is organized under the laws of a state other than the State of
Delaware, GreenPoint shall have taken all steps, as evidenced by an Opinion of
Counsel addressed to the Trustee, to maintain the perfection of the interest of
the Trustee in the Contracts.
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 to another Person provided, however, such 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
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its duties and obligations under this Agreement to another Person; provided that
--------
such 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.
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
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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.
The Servicer shall timely deliver to the successor the funds in the
Certificate Account and REO Account and all Contract Files, Land Home Contract
Files and related documents and statements held by it hereunder and the Servicer
shall account for all funds and shall execute and deliver such instruments and
do such other things as reasonably may be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer. Without
limitation, the Trustee is authorized and empowered to execute and deliver on
behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments (including transfer instruments in respect of certificates
of title and financing statements relating to the Manufactured Homes), and to do
any and all acts or things necessary or appropriate to effect the purposes of
such notice of termination.
Upon a successor's acceptance of appointment as such, the Trustee shall
notify in writing the Certificateholders and each Rating Agency of such
appointment.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.01 Events of Default.
-----------------
In case one or more of the following Events of Default shall occur and be
continuing, that is to say:
(a) any failure by the Servicer to make any deposit or payment, or to
remit to the Trustee any payment, required to be made under the terms of this
Agreement which continues unremedied for a period of five days after the date
upon which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or to the Servicer and the
Trustee by the Insurer or 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
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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 Insurer
or the Holders of Certificates evidencing Fractional Interests aggregating not
less than 25%; or
(c) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding-
up or liquidation of its affairs, shall have been entered against the Servicer,
and such decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(d) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Servicer or
of or relating to all or substantially all of the Servicer's property; or
(e) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations or
take any corporate action in furtherance of the foregoing;
then, and in each and every such case, so long as such Event of Default shall
not have been cured or waived, the Trustee may with the consent of the Insurer
(which consent shall not be unreasonably withheld; provided that if an Insurer
Default has occurred and is continuing, no consent of the Insurer needs to be
obtained and the Trustee shall instead obtain 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 (i) the Insurer
so long as no Insurer Default has occurred and is continuing or (ii) if an
Insurer Default has occurred and is continuing, the LOC Provider so long as no
LOC Default has occurred and is continuing or (iii) if an Insurer Default and an
LOC Default has occurred and is continuing, and notwithstanding the waiver
provisions of Section 8.02 hereof, the Holders of Certificates evidencing
Fractional Interests aggregating not less than 51% by notice in writing to the
Servicer, terminate all the rights and obligations of the Servicer under this
Agreement, including, without limitation, all rights 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 LOC Provider or the Insurer unless such
Certificateholders, the LOC Provider or the Insurer have offered to the
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Trustee reasonable security or indemnity against the costs, expenses and
liabilities which the Trustee may incur.
Section 8.02 Waiver of Defaults.
------------------
The Insurer so long as no Insurer Default has occurred and is continuing or
if an Insurer Default has occurred and is continuing, the LOC Provider so long
as no LOC Default has occurred and is continuing or if an Insurer Default and an
LOC Default has occurred and is continuing, Holders of Certificates evidencing
Fractional Interests aggregating not less than 25% may waive any default by the
Servicer in the performance of its obligations hereunder and its consequences,
except that a default in the making of any required remittance to 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 for any Contract,
(ii) for any representation or warranty of the Servicer hereunder, and (iii) for
any act or omission of either a predecessor or successor Servicer other than the
Trustee. The Trustee may conduct any activity required of it as Servicer
hereunder through an Affiliate or through an agent. Neither the Trustee nor any
other successor Servicer shall be deemed to be in default hereunder due to any
act or omission of a predecessor Servicer, including but not limited to failure
to timely deliver to the Trustee any Monthly Report, any funds required to be
deposited to the Trust Fund, or any breach of its duty to cooperate with a
transfer of servicing as required by Section 7.07.
Section 8.04 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination pursuant to Section 8.01 or 8.07, the
Trustee shall give prompt written notice thereof to the Contract Seller, the
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 8.05 Effect of Transfer.
------------------
(a) After a transfer of servicing duties to a successor Servicer
pursuant to Section 7.04, 7.06, 7.07, 8.01 or 8.07, the Trustee or the successor
Servicer may notify Obligors to make payments that are due under the Contracts
after the effective date of the transfer of servicing duties directly to the
successor Servicer.
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(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).
Section 8.06 Transfer of the Account.
-----------------------
Notwithstanding the provisions of Section 8.01 or 8.07, if the Certificate
Account shall be maintained with the Servicer or an Affiliate of the Servicer
and an Event of Default shall occur and be continuing, the Servicer, after five
days' written notice from the Trustee, or in any event within ten days after the
occurrence of the Event of Default, shall establish a new account, which shall
be an Eligible Account, conforming with the requirements of this Agreement, at
the trust department of the Trustee or with a depository institution other than
the Servicer or an Affiliate of the Servicer, and shall promptly transfer all
funds in the Certificate Account to such new Certificate Account, which shall
thereafter be deemed the Certificate Account for the purposes hereof.
Section 8.07 Servicer Termination Events.
---------------------------
If one or more of the following Servicer Termination Events shall occur and
be continuing with respect to a Distribution Date:
(a) the Current Realized Loss Ratio as of any Distribution Date
exceeds 3.5%; or
(b) the Cumulative Realized Losses as of such Distribution Date
exceed (a) if such Distribution Date is from and including January 2001 and up
to and including December 2004, 9.0% of the Cut-Off Date Pool Principal Balance,
(b) if such Distribution Date is from and including January 2005 and up to and
including December 2005, 11.0% of the Cut-Off Date Pool Principal Balance, (c)
if such Distribution Date is from and including January 2006 and up to and
including December 2006, 12.5% of the Cut-Off Date Pool Principal Balance, (d)
if such Distribution Date is from and including January 2007 and up to and
including December 2007, 13.5% of the Cut-Off Date Pool Principal Balance, and
(e) if such Distribution Date is on or after January 2008, 15.5% of the Cut-Off
Date Pool Principal Balance; or
(c) GreenPoint Bank no longer directly or indirectly owns 100% of
GreenPoint; or
(d) GreenPoint sells a substantial portion of its manufactured
housing servicing operations without the prior written consent of the Insurer;
or
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(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; or
(h) Any governmental authority, including the Federal Deposit
Insurance Corporation or any other governmental authority with regulatory powers
over GreenPoint Bank, GreenPoint Financial Corp. or its Affiliates, shall take
any mandatory or discretionary supervisory action against GreenPoint Bank,
GreenPoint Financial Corp. or its Affiliates including, without limitation, by
cease and desist order, memorandum of understanding, capital directive or
directive to take prompt corrective action, which action, in the reasonable
opinion of the Insurer, would have a material adverse effect on (A) the
business, operations, or financial condition of GreenPoint Bank or GreenPoint or
(B) the ability of GreenPoint Bank or GreenPoint to perform its obligations
hereunder or under the LOC, under the Insurance Agreement or under the
Collateral Agreement;
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 have the right to remove the Servicer
if a Servicer Termination Event has occurred.
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01 Duties of Trustee.
-----------------
The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are set forth specifically in
this Agreement. In case an Event of Default has occurred of which a Responsible
Officer has knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and use
the same degree of care and skill in their exercise as a prudent person 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.
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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 Insurer, the LOC Provider or Holders of
Certificates evidencing Fractional Interests aggregating not less than 25% as to
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement .
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties as Trustee hereunder or in the
exercise of any of its rights or powers if there is reasonable ground for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
The Trustee shall have no liability for any loss on any Eligible Investment
except and only to the extent that it is an obligor thereon.
Section 9.02 Certain Matters Affecting the Trustee.
-------------------------------------
Except as otherwise provided in Section 9.01:
(a) The Trustee may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;
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(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 LOC Provider or the Insurer
pursuant to the provisions of this Agreement, unless such Certificateholders,
the LOC Provider or the Insurer shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby;
(d) The Trustee shall not be liable personally for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement ;
(e) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the computations,
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, any Monthly Report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by the
Holders of Certificates evidencing Fractional Interests aggregating not less
than 25%; provided, however, that if the within a
-------- -------
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to such proceeding. The
reasonable expense of every such examination shall be paid by the Servicer, if
an Event of Default shall have occurred and is continuing, and otherwise by the
Certificateholders requesting the investigation;
(f) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that any Affiliate of the Contract
-------- -------
Seller may only 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 LOC Provider, the Contract
Seller, the Insurer or any Certificateholder (or agent thereof) to determine if
such directions, notices or other communications appear on their face to have
been made and to otherwise be in accordance with the requirements of this
Agreement. As long as the Trustee has acted in good faith and has not been
negligent in making determinations required by this Section 9.02(g), the Trustee
may conclusively rely on such directions, notices or other communications and
shall incur no liability hereunder for complying with, or assuming the truth of
the statements contained in, any such direction, notice or other communication.
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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 Administrator.
-----------------------------
The Servicer covenants and agrees to pay, from its own funds, to the
Trustee, the Paying Agent and the Certificate Administrator from time to time,
and the Trustee, the Paying Agent and the Certificate Administrator shall each
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and the Servicer will pay (out of its own funds) or reimburse the
Trustee, the Paying Agent and the Certificate Administrator, to the extent
requested by the Trustee, the Paying Agent or the Certificate Administrator, as
the case may be, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee, the Paying Agent or the Certificate
Administrator, as the case may be, in accordance with any of the provisions of
this Agreement, and the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee in connection with the appointment of an
office or agency pursuant to Section 9.11, except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Servicer also
covenants and agrees to indemnify (out of its own funds) the Trustee, the Paying
Agent and the Certificate Administrator for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee, the Paying Agent or the Certificate Administrator,
as the case may be, arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
covenants in this Section 9.05 shall be for the benefit of the Trustee, the
Paying Agent and the Certificate Administrator in their respective capacities as
Trustee, Certificate Administrator, Paying Agent and Certificate Registrar
hereunder, and shall survive the termination of this Agreement.
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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
------- --------
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 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 Insurer
which consent shall not be unreasonably withheld (provided that if an Insurer
Default has occurred and is continuing, no such consent needs to be obtained and
the Trustee shall instead obtain the consent of the LOC Provider, provided that
if an LOC Default has occurred and is continuing no such consent needs to be
obtained) shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Contract Seller, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of
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rehabilitation, conservation or liquidation, then the Contract Seller may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee and the Certificateholders.
The Holders of Certificates evidencing Fractional Interests aggregating not
less than 50% may remove the Trustee at any time and appoint a successor trustee
reasonably satisfactory to the Insurer (provided that if an Insurer Default has
occurred and is continuing, no consent of the Insurer needs to be obtained and
the consent of the LOC Provider shall instead be obtained, provided that if an
LOC Default has occurred and is continuing no such consent needs to be obtained)
by written instrument or instruments, in triplicate, signed by such
Certificateholders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Contract Seller, one complete set
to the Trustee so removed and one complete set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 9.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 9.08.
Section 9.08 Successor Trustee.
-----------------
Any successor trustee appointed as provided in Section 9.07 shall execute,
acknowledge and deliver to the Contract Seller and to its predecessor trustee,
with a copy to the Servicer, an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee and the
appointment of such successor trustee shall become effective, and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall execute and deliver such instruments and do such other
things as reasonably may be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations.
No successor trustee shall accept appointment as provided in this Section
9.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 9.06.
Upon acceptance of appointment by a successor trustee as provided in this
Section 9.08, the Servicer shall mail notice of the succession of such trustee
hereunder to all Certificateholders at their addresses as shown in the
Certificate Register, to the Contract Seller and each Rating Agency. If the
Servicer fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Servicer.
Section 9.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation or banking association into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation or banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or banking association succeeding
to the business of the Trustee, shall be the
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successor of the Trustee hereunder, provided such corporation or banking
--------
association shall be eligible under the 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 Insurer, 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 shall (or with the consent of the Contract Seller)
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, the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-
trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
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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.
Section 9.13 Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to this Agreement. Any Paying
Agent or its parent company so appointed either shall be a bank or trust company
and shall have a rating acceptable to each Rating Agency. In the event of any
such appointment, on or prior to each Distribution Date, the Trustee shall
deposit or cause to be deposited with the Paying Agent, from amounts in the
Certificate Account, a sum sufficient to make the payments to Certificateholders
in the amounts
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and in the manner provided for in this Agreement, 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 value of such acquired property (as determined by the
Servicer as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 10.01(c)(i)), and (b) the aggregate fair
market value (as determined by the Servicer as of the close of business on such
third Business Day) of all the assets in the Trust Fund, plus, in the case of
both clause (a) and clause (b), an amount sufficient to pay any Class A-1 Unpaid
Interest Shortfall and Class A-2 Unpaid Interest Shortfall and the remittance of
all funds due hereunder; provided,however that if any Enhancement
-------- -------
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Payment has been paid 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 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; or (iii) 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. 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 Insurance Policy and/or the
LOC, the Trustee shall retain possession of Certificate Insurance Policy and the
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 or Section 5.09 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 the Servicer does not exercise its option to purchase the Contracts pursuant
to Section 10.01(a), the Trustee shall in accordance with the procedures and
schedule set forth in Exhibit J hereto (the "Termination Auction Procedures"),
---------
make a commercially reasonable effort to sell at fair market value in a
commercially reasonable manner and upon commercially reasonable terms but
subject to the earlier purchase by the Servicer of the Outstanding Contracts as
provided in Section 10.01(a) above, by conducting an auction (the "Termination
Auction") of the Contracts remaining in the Trust Fund in order to effect a
termination of the Trust Fund on a date selected by the Trustee (the "Auction
Termination Date"), but in any case within ninety days following the
Distribution Date as of which the Pool Scheduled Principal Balance is less than
10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if
GreenPoint is not the Servicer) may, but shall not be required to, bid at the
Termination Auction. The Trustee shall be entitled to retain counsel of its
choice to represent it in the Termination Auction, and the fees and expenses of
such counsel shall be paid by the Servicer. The Trustee shall sell and transfer
the Contracts to the highest bidder therefor at the Termination Auction provided
that:
(1) the Termination Auction has been conducted
in accordance with the Termination Auction Procedures;
(2) the Trustee has received good faith bids
for the Contracts from at least two prospective purchasers that are considered
by the Trustee, in its sole discretion, to be competitive participants in the
market for manufactured housing installment sale contracts; provided, that at
--------
least one of such prospective purchasers shall not be an Affiliate of the
Contract Seller;
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(3) a financial advisor selected by the Trustee,
the fees of whom shall be an expense of the Servicer, as advisor to the Trustee
(in such capacity, the "Advisor"), shall have advised the Trustee in writing
that at least two of such bidders are participants in the market for
manufactured housing retail installment sale contracts and are willing and able
to purchase the Contracts (the Trustee may in its discretion select itself or an
affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts
is not less than the aggregate fair market value of the Contracts (as determined
by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or
any Affiliate of the Contract Seller shall be independently verified and
represented in writing by a qualified independent third party evaluator (which
may include the Advisor or an investment banking firm) selected by the Trustee
and may only be considered if such evaluator determines that the bid reasonably
represents the fair market value of the Contracts;
(6) the highest bid would result in proceeds from
the sale of the Contracts which will be at least equal to the Minimum
Termination Amount plus any unreimbursed Enhancement Payment 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 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
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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 10th day of the month
next preceding the month of such final distribution, specifying (i) the
Distribution Date upon which final payment on the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (ii) the amount of any such final payment, and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. After
giving such notice, the Trustee shall not register the transfer or exchange of
any Certificates. If such notice is given in connection with the Servicer's
election to purchase, the Servicer shall deposit in the Certificate Account on
the Business Day prior to the applicable Distribution Date the amount described
in Section 10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed, from funds in the Certificate
Account, (a) to Certificateholders, in proportion to their respective
Percentage Interests, an amount equal to (1) as to the Class A-1
Certificates, the Class A-1 Certificate Balance together with the Class A-1
Unpaid Interest Shortfall and one month's interest at the Class A-1 Pass-
Through Rate on the Class A-1 Certificate Balance and (2) as to the
Class A-2 Certificates, the Class A-2 Certificate Balance together with the
Class A-2 Unpaid Interest Shortfall and one month's interest at the
Class A-2 Pass-Through Rate on the Class A-2 Certificate Balance, (b) to
the Insurer, any unreimbursed Enhancement Payments and (c) to the LOC
Provider, any unreimbursed Draw Amounts.
(iii) Upon such termination, any amounts remaining in the
Certificate Account (other than amounts retained to meet claims) shall be
paid to the Class R Certificateholders. Following such final deposit, the
Servicer shall prepare and the Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such transfer.
The distribution on the final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in
respect of the Certificates and the Class R Certificate.
(d) If any Certificateholder does not surrender its Certificate
for cancellation by the final Distribution Date specified in the written notice
required in Section 10.01(c)(i), any amounts retained in the Certificate Account
that are owed to such Certificateholder shall be withdrawn from the Certificate
Account and held in an escrow account with the Trustee pending distribution
pursuant to this Section 10.01(d). Any amounts so held shall not be invested.
The Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within two years after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee shall so notify the Contract Seller and the Contract
Seller may take appropriate steps, or may appoint an agent to take appropriate
and reasonable steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of, and
only to the extent of, the funds and other assets which remain in trust
hereunder.
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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 outstanding, or (iii) result in the
imposition of taxes on contributions of additional assets to the Trust Fund
under Section 860G(d) of the Code:
(i) Within 90 days prior to the final Distribution Date set
forth in the notice given by the Servicer or the Trustee under this Section
10.01, the Holders of the Class R Certificates shall adopt a plan of complete
liquidation of the Trust Fund;
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Servicer as
agent of the Trustee shall sell all of the assets of the Trust Fund to the
purchaser thereof (which may be the Servicer) for cash (other than assets that
will be converted to cash prior to the final Distribution Date); and
(iii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Trustee shall
credit or distribute all proceeds of the liquidation (plus the cash), less
assets retained to meet claims, to the Certificateholders.
By its acceptance of a Class R Certificate, each Holder thereof hereby agrees to
adopt such a plan of complete liquidation upon the written request of the
Servicer and to take such other action in connection therewith as may be
reasonably requested by the Contract Seller.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
---------
This Agreement may be amended from time to time by the Contract Seller, the
Servicer and the Trustee, with the consent of the Insurer, which consent shall
not be unreasonably withheld (provided that if an Insurer Default has occurred
and is continuing, no such consent needs to be obtained) 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 such consent needs to
be obtained) without the consent of any of the Certificateholders, (i) to cure
any ambiguity, (ii) to correct or supplement any provisions herein, (iii) to add
to the duties or obligations of the Servicer, (iv) to obtain a rating from a
nationally recognized rating agency or to maintain or improve the ratings of any
Class of Certificates by each Rating Agency (it being understood that after
obtaining ratings for the Certificates from Moody's and S&P, none of the
Trustee, the Contract Seller or the Servicer is obligated to obtain, maintain or
improve any rating assigned to the Certificates) or (v) to make such other
provisions with respect to matters or questions arising under this Agreement, as
shall not be inconsistent with any other provisions
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herein; provided that such action shall not, as evidenced by an Opinion of
--------
Counsel, adversely affect in any material respect the interests of any
Certificateholder. Notwithstanding the foregoing, without the consent of the
Certificateholders, the Trustee, the Contract Seller, the Insurer, which consent
shall not be unreasonably withheld (provided that if an Insurer Default has
occurred and is continuing, no such Insurer consent needs to be obtained), the
LOC Provider, which consent shall not be unreasonably withheld (provided that if
an LOC Default has occurred and is continuing, no such LOC Provider consent
needs to be obtained) and the Servicer may at any time and from time to time
amend this Agreement to modify, eliminate or add to any 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 5.09 of this Agreement, and the
definition of LOC, LOC Provider, Draw Amount, Undrawn Amount, Letter of Credit
Amount and LOC Default 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 LOC is cancelled and all Draw Amounts have been reimbursed
thereunder, any required consent of the LOC Provider 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 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), 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), 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
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of any tax on the Trust Fund or the Certificateholders or cause the Trust Fund
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder, the
Insurer, the LOC Provider and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 11.01.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Contracts are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer at its expense.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Governing Law.
-------------
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 11.04 Calculations.
------------
Except as otherwise provided in this Agreement, all Pass-Through Rate,
interest rate and basis point calculations under this Agreement will be made
with respect to the Class A Certificates on the basis of the actual number of
days elapsed during the related Interest Accrual Period and a 360-day year and
will be carried out to at least three decimal places. Interest on the
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Regular Certificates with respect to a Distribution Date will accrue during the
related Interest Accrual Period.
Section 11.05 Notices.
-------
(a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which it has
actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee and
the appointment of any successor or any assignment of this Agreement pursuant to
Section 7.06;
4. The repurchase or substitution of Contracts pursuant to Section
3.05;
5. The final payment to Certificateholders;
6. A sale of any Class R Certificate; and
7. Any shortfalls arising from the failure of the Servicer to
advance as required pursuant to Section 5.01 hereof.
In addition, the Servicer shall promptly furnish to each Rating Agency
copies of the following:
1. Each report to Certificateholders described in Section 5.07;
2. Each annual statement as to compliance described in Section 4.20;
and
3. Each annual independent public accountants' servicing report
described in Section 4.21.
All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given when delivered to (a) in the case of the
Contract Seller and the Servicer: GreenPoint Credit, LLC, 10089 Willow Creek
Road, San Diego, California 92131, Attention: Manager, Investor Servicing (or
such other address as may be hereafter furnished to the Contract Seller, the
Insurer, 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 Insurer, MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Insured Portfolio Management, Structured Finance or such other
address as the Insurer may hereafter furnish to the Contract Seller, the Trustee
and the Servicer, (d) in the case of the Rating Agencies, (i) Moody's Investors
Service, Inc., Manufactured Housing Monitoring Department, 99 Church Street, New
York, New York 10007 and (ii) S&P, 55 Water
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Street, New York, New York 10041, (e) in the case of the Auction Agent, Bankers
Trust Company, 4 Albany Street, New York, New York 10006, Attention: Corporate
Trust and Agency Group, (f) in the case of the Broker Dealer, Credit Suisse
First Boston Corporation, Eleven Madison Avenue, New York, New York 10010,
Attention: General Counsel, and (g) in the case of the LOC Provider, GreenPoint
Bank, 90 Park Avenue, New York, New York 10016, Attention, Howard Bluver, Esq.
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.
-------------------------------------------
(a) 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.
(b) 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.
(c) So long as no Insurer Default has occurred and is continuing, 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. So long as no
Insurer Default has occurred and is continuing, upon an Event of Default, the
Insurer, as a third party beneficiary hereunder, shall have the right to enforce
any provisions of this Agreement, including, but not limited to, instituting any
suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement in its own name or, subject to paragraph (d) , in the name of the
Trustee. So long as no Insurer Default has
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occurred and is continuing, the Insurer, as a third party beneficiary hereunder,
shall be able, in its sole discretion, to assume or control the defense, or
settle any claims, of any action brought against the Trust Fund, in its own name
or, subject to paragraph (d), if in the name of the Trustee.
(d) In the event that the Insurer is to exercise its rights pursuant
to paragraph (c), the Insurer shall have made written notice to the Trustee and
the Servicer if it is to bring such action, suit or proceeding in its own name
or assume or the control the defense, or settle any claims, of any action
brought against the Trust Fund. If such action, suit or proceeding is to be in
the name of the Trustee, the Insurer shall 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. For the
protection and enforcement of the provisions of this Section 11.08, the Insurer
shall be entitled to such relief as can be given either at law or in equity. So
long as no Insurer Default has occurred and is continuing, notwithstanding
anything herein to the contrary, the Trustee shall not, without the Insurer's
prior consent or unless directed by the Insurer, undertake or join any
litigation or agree to any settlement of any action, proceeding or investigation
affecting the Trust Fund or the rights or obligations of the Insurer hereunder
or under the Certificate Insurance Policy.
(e) If an Insurer Default has occurred and is continuing 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 shall previously shall have given to the Trustee a written notice of an
Event of Default and of the continuance thereof, as hereinbefore provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
(f) Each Certificateholder, by acceptance of its Certificate, and the
Trustee agree that so long as no Insurer Default has occurred and is continuing,
the Insurer shall have the rights as set forth in this Section 11.08, which are
in addition to any of its rights pursuant to the provisions of the Insurance
Agreement and the LOC, that the rights set forth in this Section 11.08 may be
exercised by the Insurer, in its sole discretion, without the need for the
consent or approval of any Certificateholder or, except to the extent set forth
in clause (d) above, the Trustee,
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notwithstanding any other provisions contained herein or in the Insurance
Agreement or the LOC, and that nothing contained in this Section 11.08 shall be
deemed to be an obligation of the Insurer to exercise any of the rights provided
herein.
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
-----------------------
Each of the Insurer, the LOC Provider and the Broker Dealer 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.
Section 11.12 Purchases Upon Conversion
-------------------------
The Holders of the Class R Certificates, by their acceptance of such
Certificates shall agree that with respect to each Contract that converts from a
variable Contract Rate to a fixed Contract Rate during any Collection Period
pursuant to the terms of such Contract that they will:
(i) Repurchase such Contracts not later than the 5th day
following such Collection Period at a price equal to the Scheduled Principal
Balance of such Contract on the date of such conversion, plus all accrued and
unpaid interest thereon to such date of conversion. Amounts in respect of such
price shall be delivered to the Servicer for deposit to the Certificate Account.
(ii) Any amounts received as payment in respect of any such
Contract repurchased pursuant to clause (i) above after the date of repurchase
(other than the amount
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referred to in clause (i) above), shall not be a part of the Trust Fund and
shall be paid by the Servicer to the Holders of the Class R Certificates or, if
such amounts have been deposited into the Certificate Account, shall be
withdrawn therefrom by the Servicer and paid by the Servicer to the Holders of
the Class R Certificates.
(iii) Promptly after the purchase referred to in this Section
11.12, the Trustee shall execute such documents as are presented to it by the
Servicer on behalf of the Holder of the Class R Certificate and are reasonably
necessary to convey the purchased Contract to the Holder of the Class R
Certificate.
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IN WITNESS WHEREOF, GreenPoint and the Trustee have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By: /s/ Donna Fanning
---------------------------------
Name: Donna Fanning
Title: Vice President
GREENPOINT CREDIT, LLC,
as Contract Seller and Servicer
By: /s/ Charles O. Ryan
---------------------------------
Name: Charles O. Ryan
Title: Vice President
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On December 19, 2000 before me, Trace A. Wherry-Phillips, Notary Public, in
and for the state of California, 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 15 day of December, 2000, before me, Betty Ling, a notary public in
and for said State, appeared Donna Fanning, personally known to me on the basis
of satisfactory evidence to be a VP 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/ Betty Ling
---------------------------
Notary Public
My Commission expires 6/28/04
[Notarial Seal]
<PAGE>
EXHIBIT INDEX
-------------
Schedule I...................... Auction Procedures
Exhibit A....................... Contract Schedule
Exhibit B....................... Form of Class A Certificate
Exhibit C....................... Form of Reverse of Certificates
Exhibit D....................... Form of Class R Certificate
Exhibit E....................... Form of Certificate Regarding Substitution of
Eligible Substitute Contract
Exhibit F....................... Form of Certificate of Servicing Officer
Exhibit G-1..................... Form of Transfer Affidavit
Exhibit G-2..................... Form of Transferor Certificate for Class R
Certificates
Exhibit H....................... Form of Certificate Insurance Policy
Exhibit I....................... Form of Depository Agreement
Exhibit J....................... Termination Auction Procedures
Exhibit K....................... Notice of Ratings
Exhibit L....................... Form of LOC
<PAGE>
SCHEDULE I
AUCTION PROCEDURES
ARTICLE 1.
Except as otherwise specified herein, or as the context may require, capitalized
terms used but not otherwise defined herein have the meanings ascribed in the
Pooling and Servicing Agreement dated as of December 1, 2000 relating to the
GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates Series
2000-7 (the "Pooling and Servicing Agreement") between Bank One, National
Association, as trustee (the "Trustee") and GreenPoint Credit, LLC, as contract
seller and servicer (in such capacities, the "Contract Seller" and "Servicer").
SECTION 1.1 Definitions.
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"All Hold Rate" means ninety percent (90%) of LIBOR.
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"Auction" means the implementation of the Auction Procedures on an Auction Date.
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"Auction Agent" means Bankers Trust Company, a New York banking corporation, or
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any successor appointed under the Auction Agent Agreement.
"Auction Agent Fee" means the fee paid to the Auction Agent pursuant to the
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Auction Agent Agreement.
"Auction Date" means the Business Day immediately preceding the first day of
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each Interest Accrual Period, commencing in January, 2001, other than:
(i) each Interest Accrual Period commencing after the
Class A-2 Certificates are no longer maintained by the Depository in Book-
Entry Form;
(ii) each Interest Accrual Period commencing after and
during the continuance of an Insurer Default; or
(iii) each Interest Accrual Period commencing less than two
Business Days after the cure or waiver of an Insurer Default.
Notwithstanding the foregoing, the Auction Date for one or more Interest Accrual
Periods may be changed pursuant to the Auction Agent Agreement, as described
herein.
"Auction Procedures" means the procedures set forth in Section 2.1.1 hereof by
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which the Auction Rate is determined.
"Auction Rate" means the rate of interest per annum that results from
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implementation of the Auction Procedures and is determined as described in
Section 2.1.1(c)(ii) hereof.
Schedule I-1
<PAGE>
"Authorized Denominations" means, with respect to the Class A-2 Certificates,
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$25,000 and integral multiples of $25,000 in excess thereof.
"Available Certificates" has the meaning set forth in Section 2.1.1(c)(i)(A)
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hereof.
"Bid" has the meaning set forth in Section 2.1.1(a)(i) hereof.
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"Bid Auction Rate" has the meaning set forth in Section 2.1.1(c)(i) hereof.
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"Bidder" has the meaning set forth in Section 2.1.1(a)(i) hereof.
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"Book-Entry Form" or "Book-Entry System" means a form or system under which (i)
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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 Credit Suisse First Boston Corporation or any other broker
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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
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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, Credit Suisse
First Boston Corporation, 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
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Broker-Dealer Agreement.
"Existing Certificateholder" means with respect to and for the purpose of
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dealing with the Auction Agent in connection with an Auction, (i) a Person who
is a Broker-Dealer listed in the Existing Certificateholder Registry at the
close of business on the Business Day immediately preceding such Auction and
(ii) a Person who is a beneficial owner of the Class A-2 Certificates.
"Existing Certificateholder Registry" means the registry of Persons who are
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owners of the Class A-2 Certificates, maintained by the Auction Agent as
provided in the Auction Agent Agreement.
"Holder of the Class R Certificates" means the Holders of at least a majority
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Percentage Interest in the Class R Certificates.
Schedule I-2
<PAGE>
"Hold Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
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"Initial Auction Agent" means Bankers Trust Company, a New York banking
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corporation, its successors and assigns.
"Initial Auction Agent Agreement" means the Auction Agent Agreement dated as of
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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 Credit Suisse First Boston Corporation, in such capacity
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hereunder, or any successor to it in such capacity hereunder.
"Maximum Auction Rate" means (A) LIBOR plus 1.00% (if the ratings assigned by
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the Rating Agencies to the Class A-2 Certificates are "AAA" and "Aaa"), (B)
LIBOR plus 1.25% (if the ratings assigned by the Rating Agencies to the Class A-
2 Certificates are "AA" and "Aa2" or better, unless the requirements of (A)
above are satisfied), (C) LIBOR plus 2.00% (if the ratings assigned by the
Rating Agencies to the Class A-2 Certificates are "A" and "A2" or better, unless
the requirements of (A) or (B) above are satisfied) or (D) LIBOR plus 3.50% (if
any one of the ratings assigned by the Rating Agencies to the Class A-2
Certificates is less than "A" or "A2"). For purposes of the Auction Agent and
the Auction Procedures, the ratings referred to in this definition shall be the
last rating of which the Auction Agent has been given notice pursuant to the
Pooling and Servicing Agreement and the Auction Agent Agreement.
"Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
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"Outstanding" means, as of the date of determination, all Certificates
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theretofore authenticated and delivered under the Pooling and Servicing
Agreement except:
(i) Certificates theretofore cancelled by the Certificate
Registrar or delivered to the Certificate Registrar for cancellation;
(ii) 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) Certificates in exchange for or in lieu of other
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
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Person for whom from time to time the Depository effects Book-Entry transfers
and pledges of securities deposited with the Depository.
"Pass-Through Rate" means the Class A-2 Pass-Through Rate.
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Schedule I-3
<PAGE>
"Potential Certificateholder" means any Person (including an Existing
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Certificateholder that is (i) a Broker-Dealer when dealing with the Auction
Agent and (ii) a potential beneficial owner when dealing with a Broker-Dealer)
who may be interested in acquiring Class A-2 Certificates (or, in the case of an
Existing Certificateholder thereof, an additional principal amount of Class A-2
Certificates).
"Rate Adjustment Date" means the date on which the Pass-Through Rate is
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effective and means, with respect to each Certificate, the date of commencement
of each Interest Accrual Period.
"Rate Determination Date" means with respect the Certificates, the related
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Auction Date, or if no Auction Date is applicable, the Business Day immediately
preceding the date of commencement of the related Interest Accrual Period.
"Sell Order" has the meaning set forth in Section 2.1.1(a)(i) hereof.
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"Submission Deadline" means 1:00 p.m., eastern time, on any Auction Date or such
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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.
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"Submitted Hold Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
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"Submitted Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
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"Submitted Sell Order" has the meaning set forth in Section 2.1.1(c)(i) hereof.
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"Substitute Auction Agent" means the Person with whom the Trustee enters into a
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Substitute Auction Agent Agreement.
"Substitute Auction Agent Agreement" means an auction agent agreement containing
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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.
"Sufficient Bids" has the meaning set forth in Section 2.1.1(c)(i) hereof.
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SECTION 1.2 General Provisions.
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The Certificates shall bear interest at the Pass-Through Rate. For each
Interest Accrual Period, interest at the Pass-Through Rate shall accrue daily
and shall be computed for the actual number of days elapsed on the basis of a
year consisting of 360 days.
Notwithstanding the foregoing:
(a) if the ownership of a Certificate is no longer maintained in
Book-Entry Form, the Pass-Through Rate for such Certificate for any Interest
Accrual Period commencing
Schedule I-4
<PAGE>
after the delivery of certificates representing such Certificates shall equal
the lesser of (i) the Maximum Auction Rate and (ii) the Net Weighted Average
Contract Rate on the Business Day immediately preceding the first day of such
subsequent Interest Accrual Period; or
(b) for each Interest Accrual Period commencing after the
occurrence and during the continuance of an Insurer Default and for any Interest
Accrual Period less than two Business Days after the cure of any Insurer
Default, the Pass-Through Rate for each Certificate for any such period shall
equal the lesser of (i) the Maximum Auction Rate and (ii) the Net Weighted
Average Contract Rate on the Business Day immediately preceding the first day of
such subsequent Interest Accrual Period.
The Auction Agent shall promptly give written notice to the Trustee and the
Depository of the Pass-Through Rate and either the Auction Rate or the Net
Weighted Average Contract Rate, as the case may be, when such rate is not the
Pass-Through Rate. The Trustee shall notify the Certificateholders of the Pass-
Through Rate for each Interest Accrual Period on the second Business Day of such
Interest Accrual Period.
Notwithstanding any other provision of the Class A-2 Certificates or the Pooling
and Servicing Agreement, interest payable on the Class A-2 Certificates for an
related Interest Accrual Period shall never exceed for such Interest Accrual
Period the amount of interest payable at the Net Weighted Average Contract Rate
in effect for such Interest Accrual Period.
If the Auction Rate is greater than the Net Weighted Average Contract Rate, then
the Pass-Through Rate for that Interest Accrual Period will be the Net Weighted
Average Contract Rate. If the Pass-Through Rate for any Interest Accrual Period
is the Net Weighted Average Contract Rate, the Trustee shall determine the Net
Funds Cap Carryover Amount, if any. The Net Funds Cap Carryover Amount shall
bear interest calculated at a rate equal to the then applicable Pass-Through
Rate, without giving effect to the Net Weighted Average Contract Rate from the
Distribution Date for the related Interest Accrual Period with respect to which
the Net Funds Cap Carryover Amount was calculated, until paid. For purposes of
the Pooling and Servicing Agreement, any reference to "principal" or "interest"
herein shall not include within the meaning of such words Certificateholders'
interest carryover or any interest accrued on any such Net Funds Cap Carryover
Amount.
ARTICLE 2.
AUCTION PROCEDURES
SECTION 2.1 Pass-Through Rate.
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SECTION 2.1.1 Determining the Pass-Through Rate for the Class A-2
Certificates.
By purchasing Class A-2 Certificates, whether in an Auction or otherwise, each
purchaser of the Class A-2 Certificates, or its Broker-Dealer, must agree and
shall be deemed by such purchase to have agreed (i) to participate in Auctions
on the terms described herein, (ii) to have its beneficial
Schedule I-5
<PAGE>
ownership of the Class A-2 Certificates maintained at all times in Book-Entry
Form for the account of its Participant, which in turn will maintain records of
such beneficial ownership and (iii) to authorize such Participant to disclose to
the Auction Agent such information with respect to such beneficial ownership as
the Auction Agent may request.
So long as the ownership of the Class A-2 Certificates is maintained in Book-
Entry Form, an Existing Certificateholder may sell, transfer or otherwise
dispose of such Certificates only pursuant to a Bid or Sell Order placed in an
Auction or otherwise sell, transfer or dispose of such Certificates through a
Broker-Dealer, provided that, in the case of all transfers other than pursuant
to Auctions, such Existing Certificateholder, its Broker-Dealer or its
Participant advises the Auction Agent of such transfer. Auctions shall be
conducted on each Auction Date, if there is an Auction Agent on such Auction
Date, in the following manner:
(a) (i) Prior to the Submission Deadline on each related
Auction Date:
(A) each Existing Certificateholder may submit to a
Broker-Dealer by telephone or otherwise any information as to:
(1) the principal amount of the Outstanding Class
A-2 Certificates owned by such Existing Certificateholder which such
Existing Certificateholder desires to continue to own without regard
to the Pass-Through Rate for the next succeeding Interest Accrual
Period;
(2) the principal amount of the Outstanding Class
A-2 Certificates owned by such Existing Certificateholder which such
Existing Certificateholder offers to sell if the Pass-Through Rate for
the next succeeding related Interest Accrual Period shall be less than
the rate per annum specified by such Existing Certificateholder;
and/or
(3) the principal amount of the Outstanding Class
A-2 Certificates owned by such Existing Certificateholder which such
Existing Certificateholder offers to sell without regard to the Pass-
Through Rate for the next succeeding related Interest Accrual Period;
and
(B) one or more Broker-Dealers may contact Potential
Certificateholders to determine the principal amount of Certificates which
each Potential Certificateholder offers to purchase, if the Pass-Through
Rate for the next succeeding related 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
Schedule I-6
<PAGE>
described in clauses (A)(2) and (B) is herein referred to as a "Bid"; and an
Order described in clause (A)(3) is herein referred to as a "Sell Order."
(ii) (A) Subject to the provisions of Section 2.1.1(b)
hereof, a Bid by an Existing Certificateholder shall constitute an
irrevocable offer to sell:
(1) the principal amount of the Outstanding Class
A-2 Certificates specified in such Bid if the Pass-Through Rate
determined as provided in this Section 2.1.1 shall be less than the
rate specified therein; or
(2) such principal amount, or a lesser principal
amount of the Outstanding Class A-2 Certificates be determined as set
forth in Section 2.1.1 (d)(i)(D) hereof, if the Pass-Through Rate
determined as provided in this Section 2.1.1 shall be equal to the
rate specified therein; or
(3) such principal amount, or a lesser principal
amount of the Outstanding Class A-2 Certificates to be determined as
set forth in Section 2.1.1(d)(ii)(C) hereof, if the rate specified
therein shall be higher than the Pass-Through Rate and Sufficient Bids
have not been made.
(B) Subject to the provisions of Section 2.1.1 (b)
hereof, a Sell Order by an Existing Certificateholder shall constitute an
irrevocable offer to sell:
(1) the principal amount the Outstanding Class A-
2 Certificates specified in such Sell Order; or
(2) such principal amount, or a lesser principal
amount of the Outstanding Class A-2 Certificates set forth in Section
2.1.1(d)(ii)(C) hereof, if Sufficient Bids have not been made.
(C) Subject to the provisions of Section 2.1.1(b)
hereof, a Bid by a Potential Certificateholder shall constitute an
irrevocable offer to purchase:
(1) the principal amount of the Outstanding Class
A-2 Certificates specified in such Bid if the Pass-Through Rate
determined as provided in this Section 2.1.1 shall be higher than the
rate specified in such Bid; or
(2) such principal amount, or a lesser principal
amount the Outstanding Class A-2 Certificates set forth in Section
2.1.1(d)(i)(E) hereof, if the Pass-Through Rate determined as provided
in this Section 2.1.1 shall be equal to the rate specified in such
Bid.
(b) (i) Each Broker-Dealer shall submit in writing to the
Auction Agent prior to the Submission Deadline on each Auction Date all Orders
obtained by such Broker-Dealer and shall specify with respect to each such
Order: (A) the name of the Bidder placing such Order:
Schedule I-7
<PAGE>
(A) the name of the Bidder placing such Order;
(B) the aggregate principal amount of the Class A-2
Certificates that are the subject of such Order;
(C) to the extent that such Bidder is an Existing
Certificateholder:
(1) the principal amount the Outstanding Class A-2
Certificates, if any, subject to any Hold Order placed by such
Existing Certificateholder;
(2) the principal amount of the Outstanding Class A-2
Certificates, if any, subject to any Bid placed by such Existing
Certificateholder and the rate specified in such Bid; and
(3) the principal amount of the Outstanding Class A-2
Certificates, if any, subject to any Sell Order placed by such
Existing Certificateholder;
and
(D) to the extent such Bidder is a Potential
Certificateholder, the rate specified in such Potential Certificateholder's
Bid.
(ii) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall round
such rate up to the next higher one thousandth (.001) of one percent.
(iii) If an Order or Orders covering all of the Outstanding
Class A-2 Certificates owned by an Existing Certificateholder is not
submitted to the Auction Agent prior to the Submission Deadline, the
Auction Agent shall deem a Hold Order to have been submitted on behalf of
such Existing Certificateholder covering the principal amount of the
Outstanding Class A-2 Certificates owned by such Existing Certificateholder
and not subject to an Order submitted to the Auction Agent.
(iv) Neither the Servicer, the Trustee nor the Auction Agent
shall be responsible for any failure of a Broker-Dealer to submit an Order
to the Auction Agent on behalf of any Existing Certificateholder or
Potential Certificateholder.
(v) If any Existing Certificateholder submits through a
Broker-Dealer to the Auction Agent one or more Orders covering in the
aggregate more than the principal amount of the Outstanding Class A-2
Certificates owned by such Existing Certificateholder, such Orders shall be
considered valid as follows and in the following order of priority:
Schedule I-8
<PAGE>
(A) All Hold Orders shall be considered valid, but
only up to the aggregate principal amount of the Outstanding Class A-2
Certificates owned by such Existing Certificateholder, and if the aggregate
principal amount of such Certificates subject to such Hold Orders exceeds
the aggregate principal amount of such Certificates owned by such Existing
Certificateholder, the aggregate principal amount of such Certificates
subject to each such Hold Order shall be reduced pro rata so that the
aggregate principal amount of such Certificates subject to such Hold Order
equals the aggregate principal amount of the Outstanding Class A-2
Certificates owned by such Existing Certificateholder.
(B) (1) any Bid shall be considered valid up to an
amount equal to the excess of the principal amount of the Outstanding Class
A-2 Certificates owned by such Existing Certificateholder over the
aggregate principal amount of such Certificates subject to any Hold Order
referred to in clause (A) of this paragraph (v);
(2) subject to subclause (1) of this clause (B),
if more than one Bid with the same rate is submitted on behalf of such
Existing Certificateholder and the aggregate principal amount of the
Outstanding Class A-2 Certificates subject to such Bids is greater
than such excess, such Bids shall be considered valid up to an amount
equal to such excess;
(3) subject to subclauses (1) and (2) of this clause
(B), if more than one Bid with different rates are submitted on behalf
of such Existing Certificateholder, such Bids shall be considered
valid first in the ascending order of their respective rates until the
highest rate is reached at which such excess exists and then at such
rate up to the amount of such excess; and
(4) in any such event, the amount of the Outstanding
Class A-2 Certificates, if any, subject to Bids not valid under this
clause (B) shall be treated as the subject of a Bid by a Potential
Certificateholder at the rate therein specified; and
(C) All Sell Orders shall be considered valid up to an
amount equal to the excess of the principal amount of the Outstanding Class
A-2 Certificates owned by such Existing Certificateholder over the
aggregate principal amount of such Certificates subject to Hold Orders
referred to in clause (A) of this paragraph (v) and valid Bids referred to
in clause (B) of this paragraph (v).
(vi) If more than one Bid is submitted on behalf of any
Potential Certificateholder, each Bid submitted shall be a separate Bid
with the rate and principal amount therein specified.
(vii) An Existing Certificateholder that offers to purchase
additional Certificates is, for purposes of such offer, treated as a
Potential Certificateholder.
Schedule I-9
<PAGE>
(viii) Any Bid or Sell Order submitted by an Existing
Certificateholder covering an aggregate principal amount of Certificates
not equal to an Authorized Denomination shall be rejected and shall be
deemed a Hold Order. Any Bid submitted by a Potential Certificateholder
covering an aggregate principal amount of Certificates not equal to an
Authorized Denomination shall be rejected.
(ix) Any Bid specifying a rate higher than the Maximum Auction
Rate will (a) be treated as a Sell Order if submitted by an Existing
Certificateholder and (b) not be accepted if submitted by a Potential
Certificateholder.
(x) Any Order submitted in an Auction by a Broker-Dealer to
the Auction Agent at the Submission Deadline on any Auction Date shall be
irrevocable.
(c) (i) Not earlier than the Submission Deadline on each Auction
Date, the Auction Agent shall assemble all valid Orders submitted or deemed
submitted to it by the Broker-Dealers (each such Order as submitted or deemed
submitted by a Broker-Dealer being herein referred to individually as a
"Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the
case may be, or as a "Submitted Order," and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine:
(A) the excess of the total principal amount of the
Outstanding Class A-2 Certificates over the sum of the aggregate principal
amount of the Outstanding Class A-2 Certificates subject to Submitted Hold
Orders (such excess being herein referred to as the "Available
Certificates"), and
(B) from the Submitted Orders whether:
(1) the aggregate principal amount of the
Outstanding Class A-2 Certificates subject to Submitted Bids by
Potential Certificateholders specifying one or more rates equal to or
lower than the Maximum Auction Rate;
exceeds or is equal to the sum of:
(2) the aggregate principal amount of the
Outstanding Class A-2 Certificates subject to Submitted Bids by
Existing Certificateholders specifying one or more rates higher than
the Maximum Auction Rate; and
(3) the aggregate principal amount of the
Outstanding Class A-2 Certificates subject to submitted Sell Orders;
(in the event such excess or such equality exists, other than because all of the
Outstanding Certificates are subject to Submitted Hold Orders, such Submitted
Bids described in subclause (1) above shall be referred to collectively as
"Sufficient Bids"); and
Schedule I-10
<PAGE>
(C) if Sufficient Bids exist, the "Bid Auction Rate",
which shall be the lowest rate specified in such Submitted Bids such that
if:
(1) (x) each Submitted Bid from Existing
Certificateholders specifying such lowest rate and (y) all other
Submitted Bids from Existing Certificateholders specifying lower rates
were rejected, thus entitling such Existing Certificateholders to
continue to own the principal amount of such Certificates subject to
such Submitted Bids; and
(2) (x) each such Submitted Bid from Potential
Certificateholders specifying such lowest rate and (y) all other
Submitted Bids from Potential Certificateholders specifying lower
rates were accepted;
the result would be that such Existing Certificateholders described in subclause
(1) above would continue to own an aggregate principal amount of the Outstanding
Class A-2 Certificates which, when added to the aggregate principal amount of
the Outstanding Class A-2 Certificates to be purchased by such Potential
Certificateholders described in subclause (2) above, would equal not less than
the Available Certificates.
(ii) Promptly after the Auction Agent has made the
determinations pursuant to Section 2.1.1(c)(i) hereof, the Auction Agent
shall advise the Trustee of the Net Weighted Average Contract Rate (as
provided by the Trustee pursuant to Section 2.1.3 hereof), the Maximum
Auction Rate and the All Hold Rate and the components thereof on the
Auction Date and, based on such determinations, the Auction Rate for the
next succeeding Interest Accrual Period as follows:
(A) if Sufficient Bids exist, that the Auction Rate for
the next succeeding Interest Accrual Period shall be equal to the Bid
Auction Rate so determined;
(B) if Sufficient Bids do not exist (other than because
all of the Outstanding Class A-2 Certificates are subject to Submitted Hold
Orders), that the Auction Rate for the next succeeding Interest Accrual
Period shall be equal to the Maximum Auction Rate;
(C) if all the Outstanding Class A-2 Certificates are
subject to Submitted Hold Orders, that the Auction Rate for the next
succeeding Interest Accrual Period shall be equal to the All Hold Rate; or
(D) if a scheduled Auction is not being held for any
reason, the Auction Rate for the next succeeding Interest Accrual Period
shall be equal to the Maximum Auction Rate.
(iii) Promptly after the Auction Agent has determined the
Auction Rate, the Auction Agent shall determine and advise the Trustee of the
Pass-Through Rate, which rate shall be the lesser of (a) the Auction Rate and
(b) the Net Weighted Average Contract Rate.
Schedule I-11
<PAGE>
(d) Existing Certificateholders shall continue to own the principal
amount of Class A-2 Certificates that are subject to Submitted Hold Orders. If
the Net Weighted Average Contract Rate is equal to or greater than the Bid
Auction Rate and if Sufficient Bids have been received by the Auction Agent, the
Bid Auction Rate will be the Pass-Through Rate, and Submitted Bids and Submitted
Sell Orders will be accepted or rejected and the Auction Agent will take such
other action as described below in subparagraph (i).
If the Net Weighted Average Contract Rate is less than the Auction
Rate, the Net Weighted Average Contract Rate will be the Pass-Through Rate. If
the Auction Agent has not received Sufficient Bids (other than because all of
the Outstanding Class A-2 Certificates are subject to Submitted Hold Orders),
the Pass-Through Rate will be the lesser of the Maximum Auction Rate and the Net
Weighted Average Contract Rate. In any of the cases described above, Submitted
Orders will be accepted or rejected and the Auction Agent will take such other
action as described below in subparagraph (ii).
(i) if Sufficient Bids have been made and the Net Weighted
Average Contract Rate is equal to or greater than the Bid Auction Rate (in
which case the Pass-Through Rate shall be the Bid Auction Rate), all
Submitted Sell Orders shall be accepted and, subject to the provisions of
paragraphs (iv) and (v) of this Section 2.1.1(d), Submitted Bids shall be
accepted or rejected as follows in the following order of priority, and all
other Submitted Bids shall be rejected:
(A) Existing Certificateholders' Submitted Bids specifying
any rate that is higher than the Pass-Through Rate shall be accepted, thus
requiring each such Existing Certificateholder to sell to aggregate
principal amount of the related subject to such Submitted Bids;
(B) Existing Certificateholders' Submitted Bids specifying
any rate that is lower than the Pass-Through Rate shall be rejected, thus
entitling each such Existing Certificateholder to continue to own the
aggregate principal amount of Certificates subject to such Submitted Bids;
(C) Potential Certificateholders' Submitted Bids specifying
any rate that is lower than the Pass-Through Rate shall be accepted;
(D) Each Existing Certificateholders' Submitted Bid
specifying a rate that is equal to the Pass-Through Rate shall be rejected,
thus entitling such Existing Certificateholder to continue to own the
aggregate principal amount of related Certificates subject to such
Submitted Bid, unless the aggregate principal amount of the Outstanding
Class A-2 Certificates subject to all such Submitted Bids shall be greater
than the principal amount of such Certificates (the "remaining principal
amount") equal to the excess of the Available Certificates over the
aggregate principal amount of such Certificates 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 Certificates subject to such
Submitted Bid, but only in an
Schedule I-12
<PAGE>
amount equal to the aggregate principal amount of such Certificates
obtained by multiplying the remaining principal amount by a fraction, the
numerator of which shall be the principal amount the Outstanding Class A-2
Certificates owned by such Existing Certificateholder subject to such
Submitted Bid and the denominator of which shall be the sum of the
principal amount of such Certificates subject to such Submitted Bids made
by all such Existing Certificateholders that specified a rate equal to the
Pass-Through Rate; and
(E) Each Potential Certificateholder's Submitted Bid
specifying a rate that is equal to the Pass-Through Rate shall be accepted,
but only in an amount equal to the principal amount of such Certificates
obtained by multiplying the excess of the aggregate principal amount of
Available Certificates over the aggregate principal amount of such
Certificates 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 the Outstanding Class A-2 Certificates
subject to such Submitted Bid and the denominator of which shall be the sum
of the principal amount of the Outstanding Class A-2 Certificates subject
to Submitted Bids made by all such Potential Certificateholders that
specified a rate equal to the Pass-Through Rate.
(ii) If Sufficient Bids have not been made (other than because
all of the an Outstanding Class are subject to submitted Hold Orders), or
if the Net Weighted Average Contract Rate is less than the Bid Auction Rate
(in which case the Pass-Through Rate shall be the Net Weighted Average
Contract Rate), Submitted Orders shall be accepted or rejected as follows
in the following order of priority and all other Submitted Bids shall be
rejected:
(A) Existing Certificateholders' Submitted Bids
specifying any rate that is equal to or lower than the Pass-Through Rate
shall be rejected, thus entitling such Existing Certificateholders to
continue to own the aggregate principal amount of Certificates subject to
such Submitted Bids;
(B) Potential Certificateholders' Submitted Bids
specifying (1) any rate that is equal to or lower than the Pass-Through
Rate shall be accepted and (2) any rate that is higher than the Pass-
Through Rate shall be rejected; and
(C) Each Existing Certificateholder's Submitted Bid
specifying any rate that is higher than the Pass-Through Rate and the
Submitted Sell Order of each Existing Certificateholder shall be accepted,
thus entitling each Existing Certificateholder that submitted any such
Submitted Bid or Submitted Sell Order to sell the Class A-2 Certificates
subject to such Submitted Bid or Submitted Sell Order, but in both cases
only in an amount equal to the aggregate principal amount of such
Certificates obtained by multiplying the aggregate principal amount of such
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 such Outstanding Certificates owned by such
Existing Certificateholder subject to such submitted Bid or Submitted Sell
Order and the
Schedule I-14
<PAGE>
denominator of which shall be the aggregate principal amount of such
Outstanding Certificates subject to all such Submitted Bids and Submitted
Sell Orders.
(iii) If all of the Outstanding Class A-2 Certificates are
subject to Submitted Hold Orders, all Submitted Bids shall be rejected.
(iv) If, as a result of the procedures described in paragraph
(i) or (ii) of this Section 2.1.1(d), any Existing Certificateholder would
be entitled or required to sell, or any Potential Certificateholder would
be entitled or required to purchase, a principal amount of 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 such Certificates to be purchased or sold by
any Existing Certificateholder or Potential Certificateholder so that the
principal amount of such Certificates purchased or sold by each Existing
Certificateholder or Potential Certificateholder shall be equal to an
Authorized Denomination or an integral multiple of $25,000 in excess
thereof.
(v) If, as a result of the procedures described in paragraph
(ii) of this Section 2.1.1(d), any Potential Certificateholder would be
entitled or required to purchase less than an Authorized Denomination of
any Certificates, the Auction Agent shall, in such manner as in its sole
discretion it shall determine, allocate such Certificates for purchase
among Potential Certificateholders so that only 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 such Certificates.
(e) Based on the result of each Auction, the Auction Agent shall
determine the aggregate principal amount of Certificates to be purchased and the
aggregate principal amount of such 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 such Certificates to be sold
differs from such aggregate principal amount of such Certificates 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, such Certificates.
(f) Any calculation by the Auction Agent, the Servicer or the
Trustee, as applicable, of a Pass-Through Rate, LIBOR, the Maximum Auction Rate,
the All Hold Rate and the Net Weighted Average Contract Rate shall, in the
absence of manifest error, be binding on all other parties.
SECTION 2.1.2 Auction Agent Fees and Expenses.
The Auction Agent Fee will be paid by the Holder of the Class R
Certificates pursuant to the Auction Agent Agreement.
Schedule I-14
<PAGE>
SECTION 2.1.3 Calculation of Maximum Auction Rate, All Hold Rate,
Net Weighted Average Contract Rate and One-Month LIBOR.
The Trustee shall inform the Auction Agent of the Net Weighted Average Contract
Rate in writing no later than the Business Day preceding each Auction Date as
calculated by Servicer pursuant to Section 5.04(r)(ii) of the Pooling and
Servicing Agreement. The Auction Agent shall calculate the Maximum Auction
Rate, the All Hold Rate and LIBOR, on each Auction Date and shall notify the
Trustee, the Servicer and the Broker-Dealers of the Net Weighted Average
Contract Rate, the Maximum Auction Rate, the All Hold Rate and LIBOR, as
provided in the Auction Agent Agreement. If the ownership of the Class A-2
Certificates is no longer maintained in Book-Entry Form by the Depository, the
Trustee shall calculate the Maximum Auction Rate and the Net Weighted Average
Contract Rate on the Business Day immediately preceding the first day of each
related Interest Accrual Period commencing after the delivery of certificates
representing such Certificates. The Auction Agent shall determine LIBOR for
each related Interest Accrual Period other than the Initial Period; provided,
that if the ownership of the Class A-2 Certificates is no longer maintained in
Book-Entry Form, then the Trustee shall determine LIBOR for each such Interest
Accrual Period. The determination by the Trustee or the Auction Agent, as the
case may be, of LIBOR shall (in the absence of manifest error) be final and
binding upon all parties.
SECTION 2.1.4 Notification of Rates, Amounts and Remittance Dates.
Promptly after the Closing Date and after the beginning of each subsequent
Interest Accrual Period and in any event at least 10 days prior to any
Distribution Date, the Trustee shall confirm with the Auction Agent, so long as
the ownership of the Class A-2 Certificates is maintained in Book-Entry Form by
the Depository, the date of such next Distribution Date.
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 any Certificate is maintained in Book-Entry Form by the Depository.
SECTION 2.1.5 Auction Agent.
(a) Bankers Trust Company is hereby appointed as Initial Auction
Agent to serve as agent for the Trustee in connection with Auctions. The Trustee
will enter into the Initial Auction Agent Agreement with Bankers Trust Company,
as the Initial Auction Agent. Any Substitute Auction Agent shall be (i) a bank,
national banking association or trust company duly organized under the laws of
the United States of America or any state or territory thereof having its
principal place of business in the Borough of Manhattan, New York, or such other
location as approved by the Trustee and the Market Agent in writing and having a
combined capital stock or surplus of at least $50,000,000, or (ii) a member of
the National Association of Securities Dealers, Inc., having a capitalization of
at least $50,000,000, and, in either case, authorized by law to perform all the
duties imposed upon it hereunder and under the Auction Agent Agreement.
Schedule I-15
<PAGE>
The Auction Agent may at any time resign and be discharged of the duties and
obligations created by these Auction Procedures by giving at least 90 days'
notice to the Trustee, the Class R Certificateholders, the Servicer and the
Market Agent. The Auction Agent may be removed at any time by the Trustee or the
Certificateholders of 66-2/3% of the aggregate principal amount of the Class A-2
Certificates then Outstanding, and if by such Certificateholders, by an
instrument signed by such Certificateholders or their attorneys and filed with
the Auction Agent, the Servicer, the Class R Certificateholders, the Market
Agent and the Trustee upon at least 90 days' notice. Neither resignation nor
removal of the Auction Agent pursuant to the preceding two sentences shall be
effective until and unless a Substitute Auction Agent has been appointed and has
accepted such appointment. If required by the Certificateholders of 66-2/3% of
the aggregate principal amount of the Class A-2 Certificates then outstanding or
by the Market Agent, a Substitute Auction Agent Agreement shall be entered into
with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction
Agent may terminate the Auction Agent Agreement if, within 25 days after
notifying the Trustee, the Servicer, the Holder of the Class R Certificates and
the Market Agent in writing that it has not received payment of any Auction
Agent Fee due it in accordance with the terms of the Auction Agent Agreement,
the Auction Agent does not receive such payment.
(b) If the Auction Agent shall resign or be removed or be dissolved,
or if the property or affairs of the Auction Agent shall be taken under the
control of any state or federal court or administrative body because of
bankruptcy or insolvency, or for any other reason, the Trustee (after receipt of
a certificate from the Market Agent confirming that any proposed Substitute
Auction Agent meets the requirements described in the immediately preceding
paragraph) shall use its best efforts to appoint a Substitute Auction Agent.
(c) The Auction Agent is acting as agent for the Trustee in
connection with Auctions. In the absence of bad faith or negligence on its part,
the Auction Agent shall not be liable for any action taken, suffered or omitted
in good faith or for any error of judgment made by it in the performance of its
duties under the Auction Agent Agreement. The Auction Agent shall not be liable
for any error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining the pertinent facts.
SECTION 2.1.6 Broker-Dealers.
(a) The Auction Agent will enter into a Broker-Dealer Agreement with
Credit Suisse First Boston Corporation ("CSFB") 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 CSFB is serving as the Market Agent, CSFB
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.
Schedule I-16
<PAGE>
(b) Any Broker-Dealer may be removed at any time, at the request of
the Servicer, but there shall, at all times, be at least one Broker-Dealer
appointed and acting as such.
SECTION 2.1.7 Changes in the Auction Date.
The Market Agent may specify an earlier or later Auction Date for the Class A-2
Certificates (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 Pass-Through Rate. The
Market Agent shall provide notice of its determination to specify an earlier or
later Auction Date for one or more Interest Accrual Periods by means of a
written notice delivered at least 10 days prior to the proposed changed Auction
Date to the Trustee, the Auction Agent, the Servicer and the Depository.
In connection with any change described in this Section 2.1.7, the Auction Agent
shall provide such further notice to such parties as is specified in Section 2.5
of the Auction Agent Agreement.
SECTION 2.2 Additional Provisions Regarding the Pass-Through Rates on
---------------------------------------------------------
the Class A-2 Certificates.
--------------------------
The determination of the 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 to which the
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
A-2 Certificates (including interest calculated as provided herein, plus any
other amounts that constitute interest on the Class A-2 Certificates under
applicable law, which are contracted for, charged, reserved, taken or received
pursuant to such Certificates or related documents) calculated from the date of
issuance of such Certificates through any subsequent day during the term of the
applicable Auction Rate or otherwise prior to payment in full of such
Certificates exceed the amount permitted by applicable law. If the applicable
law is ever judicially interpreted so as to render usurious any amount called
for under the Class A-2 Certificates or related documents or otherwise
contracted for, charged, reserved, taken or received in connection with such
Certificates, or if the acceleration of the maturity of the Class A-2
Certificates results in payment to or receipt by the Certificateholder or any
former Certificateholder of such Certificates of any interest in excess of that
permitted by applicable law, then, notwithstanding any provision of such
Certificates or related documents to the contrary, all excess amounts
theretofore paid or received with respect to such Certificates shall be credited
on the principal balance of such Certificates (or, if such Certificates have
been paid or would thereby be paid in full, refunded by the recipient thereof),
and the provisions of the such 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,
Schedule I-17
<PAGE>
so as to comply with the applicable law, but so as to permit the recovery of the
fullest amount otherwise called for under such Certificates and under the
related documents.
SECTION 2.3 Qualifications of Market Agent.
------------------------------
The Market Agent shall be a member of the National Association of Securities
Dealers, Inc., have a capitalization of at least $50,000,000 and be authorized
by law to perform all the duties imposed upon it by these Auction Procedures.
The Market Agent may resign and be discharged of the duties and obligations
created by these Auction Procedures by giving at least 30 days' notice to the
Trustee, the Auction Agent and the Servicer, provided that such resignation
shall not be effective until the appointment of a successor market agent by the
Servicer and the acceptance of such appointment by such successor market agent.
The Market Agent may be replaced at the direction of the Servicer, by an
instrument signed by an officer of the Servicer, filed with the Market Agent and
the Trustee at least 30 days before the effective date of such replacement,
provided that such replacement shall not be effective until the appointment of a
successor market agent by the Servicer and the acceptance of such appointment by
such successor market agent.
In the event that the Market Agent shall be removed or be dissolved, or if the
property or affairs of the Market Agent shall be taken under the control of any
state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, and there is no Market Agent and the
Servicer shall not have appointed a successor Market Agent, the Trustee,
notwithstanding the provisions of the first paragraph of this Section, shall be
deemed to be the Market Agent for all purposes of these Auction Procedures until
the appointment by the Servicer of the successor Market Agent. Nothing in this
Section shall be construed as conferring on the Trustee additional duties other
than as set forth herein.
Schedule I-18
<PAGE>
EXHIBIT A
CONTRACT SCHEDULE
(a copy can be obtained from the Trustee upon written request)
Exhibit A-1
<PAGE>
EXHIBIT B
FORM OF CLASS 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").
Certificate No. : A-[1][2]-__
Date of Pooling and Servicing Agreement : December 1, 2000
Cut-Off Date : November 30, 2000
First Distribution Date : January 17, 2001
Initial Certificate Balance of $[160,000,000] [100,000,000]
this Certificate ("Denomination") :
Initial Certificate Balance of all $[160,000,000] [100,000,000]
Class A-[1] [2] Certificates :
Pass-Through Rate : [LIBOR + 0.29] [Auction Rate]
Month of Last Scheduled [June, 2022]
Distribution Date : [November, 2031]
CUSIP : [ ]
[ ]
Exhibit B-1-1
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-7
evidencing a percentage interest in any distributions allocable to the
Class A-[1][2] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional manufactured housing contracts (the
"Contracts") formed and sold by
GreenPoint Credit, LLC (the "Contract Seller")
which manufactured housing contracts were originated or acquired by Contract
Seller, and are initially serviced by GreenPoint Credit, LLC (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-[1][2]
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts sold to the Trustee by the Contract Seller. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of December 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
17th day of each month or, if such 17th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-[1][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 (or, with respect to the first Distribution Date, the Closing
Date). Distributions to the Holder of this Class A-[1][2] Certificate shall be
applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-
Exhibit B-1-2
<PAGE>
[1][2] 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. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ______________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By __________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[1][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-1-3
<PAGE>
EXHIBIT C
FORM OF REVERSE OF CERTIFICATES
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-7
This Certificate is one of a duly authorized issue of Certificates
designated as GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-7 issued in three Classes (Class A-1, Class A-2 and
Class R, herein collectively called the "Certificates"), and representing a
beneficial ownership interest, as described in the Agreement, in (i) the related
Contracts, (ii) the distributions thereon on or after the Cut-Off Date (to the
extent described herein), and (iii) the Certificate Account and such assets as
are deposited therein from time to time and any investments thereof, together,
in each case, with any and all income, proceeds and payments with respect
thereto.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Contract Seller, the Servicer and the Trustee with the consent of the
Holders of a Majority In Interest of each Class of Regular Certificates affected
by such amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same
Exhibit C-1
<PAGE>
aggregate Percentage Interest in the Trust Fund will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Contract Seller, the Servicer and the Trustee and any agent of the
Contract Seller, the Servicer or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
of the Contract Seller, the Servicer, the Trustee, nor any such agent shall be
affected by any notice to the contrary.
On any Distribution Date on which the Pool Scheduled Principal Balance is
less than or equal to 10% of the Cut-Off Date Pool Principal Balance, the
Servicer will have the option to purchase, upon giving notice mailed no later
than the 10th day of the month next preceding the month of the exercise of such
option, all Outstanding Contracts at a price equal to the greater of (a) the sum
of (x) 100% of the Scheduled Principal Balance of each Contract (other than any
Contract as to which the related Manufactured Home has been acquired and not yet
disposed of and whose fair market value is included pursuant to clause (y)
below) as of the final Distribution Date, and (y) the fair market value of such
acquired property (as determined by the Servicer as of the close of business on
the third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to Section 10.01(c)(i)
of the Agreement), and (b) the aggregate fair market value (as determined by the
Servicer as of the close of business on such third Business Day) of all the
assets in the Trust Fund, plus, in the case of both clause (a) and clause (b),
an amount sufficient to pay any Class A-1 Unpaid Interest Shortfall, Class A-2
Unpaid Interest Shortfall and the remittance of all funds due under the
Agreement; 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 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.
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
Exhibit C-2
<PAGE>
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 or an affiliate thereof) that are considered by the Trustee, in its sole
discretion, to be (i) competitive participants in the market for manufactured
housing installment sale contracts or installment loan agreements and (ii)
willing and able purchasers of such Contracts. As of any time after the Pool
Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal
Balance, the "Minimum Termination Amount" is an amount equal to the respective
Certificate Balances of all Classes of Certificates that remain outstanding as
of such time, together with any shortfall in interest due on such Certificates
in respect of prior Distribution Dates and one month's interest at the
applicable Pass-Through Rates on such Certificate Balances. A sale and
consequent termination of the Trust Fund pursuant to a Termination Auction must
constitute a "qualified liquidation" of the Trust Fund under Section 860F of the
Code, including the requirement that the qualified liquidation takes place over
a period not to exceed 90 days. If satisfactory bids are not received, the
Trustee shall decline to sell the Contracts and shall not be under any
obligation to solicit any further bids or otherwise negotiate any further sale
of the Contracts.
Any purchase pursuant to a Termination Auction or by the Servicer will be
made at the price specified in the Agreement. In the event that no such early
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the final payment or other
liquidation of the last Contract remaining in the Trust Fund and the disposition
of all REO Property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of the certain person
named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
Exhibit C-3
<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-4
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
SERVICER, THE CONTRACT SELLER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
SERVICER, THE CONTRACT SELLER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT. NEITHER THIS
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO A "DISQUALIFIED
ORGANIZATION" AS DEFINED IN SECTION 860(e)(5) OF THE CODE.
THE HOLDERS OF THE CLASS R CERTIFICATES, BY PURCHASING SUCH CLASS R
CERTIFICATES, SHALL BE DEEMED TO CONSENT (1) TO THE APPOINTMENT OF THE SERVICER
AS THE TAX MATTERS PERSON FOR THE TRUST FUND OR, IF THE SERVICER DETERMINES, IN
ITS SOLE DISCRETION, THAT IT CANNOT ACT IN SUCH CAPACITY, TO THE APPOINTMENT OF
THE HOLDER HOLDING THE LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R
CERTIFICATES AS THE TAX MATTERS PERSON FOR THE TRUST FUND. IF THE HOLDER OF THE
LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R CERTIFICATES IS APPOINTED
AS THE TAX MATTERS PERSON, SUCH HOLDER SHALL BE DEEMED TO CONSENT, WITH RESPECT
TO ITS CAPACITY AS TAX MATTERS PERSON, TO THE APPOINTMENT OF THE SERVICER AS ITS
ATTORNEY-IN-FACT AND AGENT.
Exhibit D-1
<PAGE>
THE HOLDERS OF THE CLASS R CERTIFICATES, BY PURCHASING SUCH CLASS R
CERTIFICATES, SHALL BE FURTHER DEEMED TO AGREE TO EXECUTE ANY DOCUMENTS REQUIRED
TO GIVE EFFECT TO THE FOREGOING PROVISIONS, AS SET FORTH MORE FULLY IN THE
AGREEMENT.
THIS CLASS R CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE REGULAR
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
<TABLE>
<S> <C>
Certificate No. : R-__
Date of Pooling and
Servicing Agreement : December 1, 2000
Cut-Off Date : November 30, 2000
First Distribution Date : January 17, 2001
Percentage Interest
Evidenced by this
Class R Certificate _____%
</TABLE>
Exhibit D-2
<PAGE>
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-7
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC (the "Contract Seller")
which manufactured housing contracts were originated or acquired by Contract
Seller, and are initially serviced by GreenPoint Credit, LLC (the "Servicer").
Neither this Certificate nor the Contracts are insured or guaranteed by the
Contract Seller, the Servicer or the Trustee referred to below or any of their
respective Affiliates or by any governmental agency or instrumentality.
This certifies that __________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting of the Contracts sold to the Trustee by the
Contract Seller. The Trust Fund was created pursuant to a Pooling and Servicing
Agreement, dated as of December 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
including, but not limited to, Section 11.12 thereof.
The Trustee will cause to be distributed to the Class R Certificateholder
the amounts to which such Holder is entitled pursuant to the terms of the
Agreement. Such distributions will be made by check mailed to the address of
the Person entitled thereto, as such address shall appear on the Certificate
Register or by wire or other transfer of immediately available funds if such
Person has given the Trustee written instructions at least ten days prior to the
related Distribution Date. Notwithstanding the above, the final distribution on
this Class R Certificate will be made only upon presentation and surrender of
this Class R Certificate at the Corporate Trust Office or the office or agency
maintained by the Trustee for such purpose.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of Class R Certificate will not constitute or result in
a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code and will not subject the Servicer, the Contract Seller or the
Trustee to any obligation or liability in addition to those undertaken in the
Agreement or (ii) a representation letter, in the form as described by the
Exhibit D-3
<PAGE>
Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.
No transfer of a Class R Certificate shall be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, (the "Act"), or is made in accordance with said Act. In the event that
such a transfer is to be made, the prospective transferee of such Certificate
shall be required to provide the Trustee, the Contract Seller and the Servicer
with an investment letter substantially in the form described by the Agreement,
as required under Section 6.02 of the Agreement. The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Contract Seller, the Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with the Act or any similar state laws.
Each Holder of this Class R Certificate will be deemed to have agreed to be
bound by the restrictions of Section 6.02 of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class R Certificate may be transferred
without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such
documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class R Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class R Certificate must agree not to
transfer an Ownership Interest in this Class R Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
Exhibit D-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:______________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but
solely as Trustee
By _______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but
solely as Trustee
By _________________________________
Authorized Signatory
Exhibit D-5
<PAGE>
EXHIBIT E
FORM OF CERTIFICATE REGARDING
SUBSTITUTION OF ELIGIBLE SUBSTITUTE CONTRACT
The undersigned certify that they are [title] and [title], respectively of
GreenPoint Credit, LLC (the "Contract Seller"), and that as such they are duly
authorized to execute and deliver this certificate on behalf of the Contract
Seller pursuant to Section 3.05(b) of the Pooling and Servicing Agreement (the
"Agreement") dated as of December 1, 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 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 filing offices required by Section 3.05(b)(ii) of the
Agreement.
4. There has been deposited in the Certificate Account each amount
listed on the schedule attached hereto as the amount by which the remaining
principal balance of each Replaced Contract exceeds the remaining principal
balance as of the beginning of the month of substitution of each Contract being
substituted therefor.
IN WITNESS WHEREOF, I have affixed hereunto my signature this _____ day of
______,___.
GREENPOINT CREDIT, LLC
By ____________________________
[Name]_________________________
[Title]________________________
By ____________________________
[Name]_________________________
[Title]________________________
Exhibit E-1
<PAGE>
EXHIBIT F
[FORM OF CERTIFICATE OF SERVICING OFFICER]
The undersigned certifies that he is a [title] of [Servicer], a [_________
corporation] [limited liability company] (the "Servicer"), and that as such he
is duly authorized to execute and deliver this certificate on behalf of the
Servicer pursuant to Section 5.05 of the Pooling and Servicing Agreement (the
"Agreement") dated as of December 1, 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:
1. To the best of such officer's knowledge, the Monthly Report for the
period from_______to_______attached to this certificate is complete and accurate
in accordance with the requirements of Sections 5.04 and 5.05 of the Agreement;
and
2. As of the date hereof, such officer is not aware of the occurrence of
an Event of Default or of an event that, with notice or lapse of time or both,
would become an Event of Default.
IN WITNESS WHEREOF, I have affixed hereunto my signature this_______day of
_______,_______.
[SERVICER]
By ____________________________
[Name]_________________________
[Title]________________________
Exhibit F-1
<PAGE>
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT
STATE OF )
)ss
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. That he/she is [Title of Officer] of [Name of Owner] (owner of
the GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-7, 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 that is an "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;
provided, however, that such delegation will not relieve the Owner of its
obligations as REMIC Administrator. The Owner expressly agrees to be bound by
and to comply with such provisions.
9. That the Owner has reviewed the provisions of that certain
Auction Agent Agreement (the "Auction Agent Agreement"), dated as of December
21, 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 Holder of the Class R
Certificates (as defined in the Auction Agent Agreement) and
Exhibit G-1-2
<PAGE>
that certain Broker-Dealer Agreement (the "Broker-Dealer Agreement"), dated as
of December 21, 2000, among the Auction Agent, Credit Suisse First Boston
Corporation (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 or any 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_____,20____.
[NAME OF TRANSFEREE]
By: __________________________
Name:
Title:
[Corporate Seal]
ATTEST:
___________________________________
[Assistant] Secretary
Personally appeared before me the above-named _______, known or proved to
me to be the same person who executed the foregoing instrument and to be the____
_____ of the Transferee, and acknowledged that he executed the same as his free
act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this______day of______, __.
_______________________________________
NOTARY PUBLIC
My Commission expires the __ day of
________, 20__.
Exhibit G-1-4
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
FOR CLASS R CERTIFICATES
GreenPoint Credit, LLC Date: Date:
10089 Willow Creek Road
San Diego, California 92131
Bank One, National Association,
as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60603
Re: GreenPoint Credit Manufactured Housing Contract
Pass-Through Certificates, Series 2000-7
----------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
________(the "Transferor") to _________(the "Buyer") of $___________Initial
Principal Balance of GreenPoint Credit Manufactured Housing Contract Trust Pass-
Through Certificates, Series 2000-7, Class R (the "Certificates"), issued
pursuant to Section 6.02(c) of the Pooling and Servicing Agreement (the
"Agreement"), dated as of December 1, 2000 between GreenPoint Credit, LLC, as
Contract Seller and Servicer, and Bank One, National Association, as the
Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement. The Transferor hereby certifies,
represents and warrants to, and covenants with, the Contract Seller and the
Trustee that:
1. No purpose of the Transferor relating to the transfer of the
Certificate by the Transferor to the Buyer is or will be to impede the
assessment or collection of any tax.
2. The Transferor understands that the Buyer has delivered to the
Trustee and the Servicer a transfer affidavit and agreement in the form attached
to the Agreement as Exhibit G-1. The Transferor does not know or believe that
any representation contained therein is false.
3. The Transferor has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Buyer as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Buyer has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Buyer will not continue to pay its debts as they become due in
the future. The Transferor understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.
Exhibit G-2-1
<PAGE>
4. The Transferor has no actual knowledge that the proposed Buyer is not
both a United States Person and a Permitted Transferee.
5. The Transferor further certifies that (a) it understands that such
Certificates have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being disposed of by it 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, it has 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 upon written request)
Exhibit H-1
<PAGE>
EXHIBIT I
FORM OF DEPOSITORY AGREEMENT
(a copy can be obtained from the Trustee upon written request)
Exhibit I-1
<PAGE>
EXHIBIT J
TERMINATION AUCTION PROCEDURES
------------------------------
The following sets forth the auction termination procedures to be followed
in connection with a sale effected pursuant to Section 10.01(b) of the Pooling
and Servicing Agreement (the "Agreement"), dated as of December 1, 2000, between
GreenPoint Credit, LLC, as Contract Seller and Servicer, and Bank One, National
Association (the "Trustee"). Capitalized terms used herein that are not
otherwise defined shall have the meanings described thereto in the Agreement.
I. Pre-Auction Process
-------------------
(a) Upon receiving notice of the Auction Termination Date, the Advisor
will initiate its general Termination Auction procedures consisting of
the following: (i) with the assistance of the Servicer, prepare a
general solicitation package along with a confidentiality agreement;
(ii) develop a list of qualified bidders, in a commercially reasonable
manner; (iii) initiate contact with all qualified bidders; (vi) send a
confidentiality agreement to all qualified bidders; (v) upon receipt
of a signed confidentiality agreement, send solicitation packages to
all interested bidders on behalf of the Trustee; and (vi) notify the
Servicer of all potential bidders and anticipated timetable.
(b) The general solicitation package will include: (i) the prospectus
supplement and prospectus from the initial public offering of any of
the Certificates; (ii) a copy of all monthly servicing reports or a
copy of all annual servicing reports and the prior year's monthly
servicing reports; (iii) a form of a Pooling and Servicing Agreement
prepared by the Trustee and the Servicer (or prepared by the Advisor
and approved by the Trustee and the Servicer); (iv) a description of
the minimum purchase price required to cause the Trustee to sell the
Contracts as set forth in Section 10.01 (a) of the Agreement; (v) a
formal bidsheet; (vi) a detailed timetable; and (vii) a preliminary
data tape of the Pool Scheduled Principal Balance as of a recent
Distribution Date reflecting the same data attributes used to create
the Cut-Off Date tables for the prospectus supplement dated December
[18], 2000 relating to the public offering of certain of the
Certificates. None of the Trustee, the Servicer or the Contract Seller
shall be required to produce an updated prospectus or prospectus
supplement, and the auction procedures shall be carried out in a
manner that does not constitute a public offering of securities.
(c) The Trustee, with the assistance of the Servicer and the Advisor, will
maintain an auction package beginning at the time of closing of the
transaction, which will contain the documents listed under clauses
(i)-(ii) of the preceding paragraph. If the Advisor is unable to
perform its role as advisor to the Trustee, the Servicer acting in its
capacity under the Agreement will select a successor Advisor and
inform the Trustee of its actions.
Exhibit J-1
<PAGE>
(d) The Advisor will send solicitation packages to all bidders at least 15
Business Days before the Auction Termination Date. Bidders will be
required to submit any due diligence questions in writing to the
Advisor for determination of their relevancy, no later than 10
Business Days before the Auction Termination Date. The Servicer and
the Advisor will be required to satisfy all relevant questions at
least five Business Days prior to the Auction Termination Date and
distribute the questions and answers to all bidders.
II. Auction Process
---------------
(a) The Advisor, any underwriter, or any Certificate Owner will be allowed
to bid in the Auction, but will not be required to do so.
(b) The Servicer will also be allowed to bid in the Termination Auction if
it deems appropriate, but will not be required to do so.
(c) On the Auction Termination Date, all bids will be due by facsimile to
the offices of the Trustee by 1:00 p.m. New York City time, with the
winning bidder to be notified by 2:00 p.m. New York City time. All
acceptable bids (as described in Section 10.01 (b) of the Agreement)
will be due on a conforming basis on the bid sheet contained in the
solicitation package.
(d) If the Trustee receives fewer than two market value bids from
participants in the market for manufactured housing installment sales
contracts and installment loan contracts willing and able to purchase
the Contracts, the Trustee shall decline to consummate the sale.
(e) Upon notification to the winning bidder, a good faith deposit equal to
one percent (1%) of the Pool Scheduled Principal Balance will be
required to be wired to the Trustee upon acceptance of the bid. This
deposit, along with any interest income attributable to it, will be
credited to the purchase price but will not be refundable. The trustee
will establish a separate account for the acceptance of the good faith
deposit, until such time as the account is fully funded and all monies
are transferred into the Certificate Account, such time not to be
later than one Business Day before the related Distribution Date (as
described above).
(f) The winning bidder will receive on the Auction Termination Date a copy
of the draft Pooling and Servicing Agreement and Servicer's
Representations and Warranties (which shall be substantially identical
to the representations and warranties set forth in Section 3.01 of the
Agreement).
(g) The Advisor will provide to the Trustee a letter concluding whether or
not the winning bid is a fair market value bid. The Advisor will also
provide such letter if it is the winning bidder. In the case where the
Advisor or the Servicer is the winning bidder it will provide for
market comparables and valuations in its letter.
Exhibit J-2
<PAGE>
(h) The Termination Auction will stipulate that the Servicer be retained
to service the Contracts sold pursuant to the terms of the Agreement.
(i) The Termination Auction will stipulate that such sale and consequent
termination of the Trust Fund must constitute a "qualified
liquidation" of the Trust Fund under Section 860F of the Code,
including the requirement that such liquidation take place over a
period not to exceed 90 days. The Trustee may, in its discretion,
require that the purchaser of the Contracts provide the Trustee with
an Opinion of Counsel to that effect.
Exhibit J-3
<PAGE>
Exhibit K
NOTICE OF RATINGS
-----------------
GREENPOINT CREDIT, LLC
MANUFACTURED HOUSING CONTRACT TRUST
PASS-THROUGH CERTIFICATES, SERIES 2000-7
The undersigned certifies that he is a [title] of [Servicer], a [_________
corporation] [limited liability company] (the "Servicer"), and that as such he
is duly authorized to execute and deliver this certificate on behalf of the
Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the
"Agreement") dated as of December 1, 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 A-1 or Class A-2
Certificates are held in Book-Entry Form]] [Trustee [if the Class A-1 or Class
A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer
pursuant to Section 2.3(a) of the Auction Agent Agreement that:
1. as of the date of this notice the rating by Moody's on the Class
A Certificates is ____; and
2. as of the date of this notice the rating by Standard & Poor's on
the Class A Certificates is ____;
The Auction Agent may rely on such ratings for all purposes of the Pooling and
Servicing Agreement, including determination of the Maximum Auction Rate
thereunder, from the date hereof until further notice from the undersigned.
[_________], not in its individual capacity but
solely as Servicer
By: __________________________________
Name:
Title:
Exhibit K-1
<PAGE>
EXHIBIT L
FORM OF LOC
(a copy can be obtained from the Trustee upon written request)
Exhibit L-1
