Common use of Auction Process Clause in Contracts

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 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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.

Auction Process. (a) The AdvisorSubject to Section 9.5(ii), any underwriter, or any Certificate Owner the Collateral Manager 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. (cb) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. 11:00 a.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) from Qualified Bidders will be due on a conforming basis on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser of (i) all (but not less than all) of the Collateral Debt Securities or (ii) all (but not less than all) of the Collateral Debt Securities that constitute the components of one or more Subpools. (dc) 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 Qualified Bidders to purchase all of the ContractsCollateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with all other provisions of this Indenture, accept such bid as the winning bid. (d) The Trustee shall decline to consummate identify as the salewinning bidder the bid or bids that result in the Highest Auction Price (in excess of the minimum purchase price) from one or more Qualified Bidders. (e) Upon notification to the winning bidder(s), the winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) will be required to deliver to the Trustee a signed counterpart of the Auction Purchase Agreement and a good faith deposit equal to one percent (1%) of the Pool Scheduled Aggregate Principal Balance will be required to be wired to the Trustee upon acceptance no later than 4:00 p.m. New York City time on the Auction Date. If the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder shall contribute to the good faith deposit an amount equal to one percent (1%) of the bidAggregate Principal Balance of the Subpool or Subpools to which its bid relates. Such deposit will not be invested. This deposit, along with any interest income attributable to it, deposit will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) pays the full purchase price in cash, at which time all monies are will be transferred into the Collection AccountAccounts, such time not payment in full of the purchase price to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is made by the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant prior to the terms sixth Business Day following the relevant Auction Date. If such good faith deposit or payment in full of the Sale and Servicing Agreement. purchase price is not made when due (i) The Auction will stipulate that such sale and consequent termination or, if the Subpools are to be sold to more than one bidder, if any bidder fails to make its contribution to the good faith deposit or make payment of the Trust Fund must constitute a "qualified liquidation" purchase price when due), the Trustee shall decline to consummate the sale of the Trust Fund under each Subpool and shall give notice (in accordance with 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 9.3) that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effectAuction Call Redemption will not occur.

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master 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 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) 9.03 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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 Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________ 3. Liquidation Expenses Servicing Advances $____________ Monthly Advances ____________ Contingency Fees ____________ Excess Servicing Fees ____________ Servicing Fees ____________ Annual Expense Escrow Amount ____________ Supplemental Fee (if any) ____________ Additional Interest (if any) ____________ Total Advances $____________

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, 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 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) 11.02 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 recreational vehicle retail installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, 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 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 Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The in its capacity as Advisor to the Trustee, 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 in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. EXHIBIT I THE CIT GROUP/SALES FINANCING, INC. CERTIFICATE OF OFFICER The undersigned certifies that the undersigned is the ____________________ of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with the Sale and Servicing Agreement., dated as of February 1, 1996 (the "Agreement"), among CITSF, The CIT Group Securitization Corporation II and the CIT RV Owner Trust 1996-A (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: (i) The Auction will stipulate that such sale attached hereto as Exhibit I is a true and consequent termination correct copy of the Trust Fund must constitute Articles of Incorporation of CITSF, together with all amendments thereto as in effect on the date hereof; (ii) attached hereto as Exhibit II is a "qualified liquidation" true and correct copy of the Trust Fund under Section 860F By-Laws of CITSF, as amended, as in effect on the date hereof; (iii) the representations and warranties of CITSF contained in Sections 8.01 and 3.01C 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 Agreement are true and correct on and as of the Contracts provide date hereof and, to the Trustee best of his knowledge, the representations and warranties of CITSF contained in Sections 3.01A and 3.01B of the Agreement are true and correct on and as of the date hereof; (iv) no event with respect to CITSF has occurred and is continuing which would constitute an Opinion Event of Counsel Termination or an event that, with notice or lapse of time or both, would become an Event of Termination under the Agreement; and (v) each of the agreements and conditions of CITSF to that effectbe performed on or before the date hereof pursuant to the Agreement have been performed in all material respects.

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master 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 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) 9.03 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 pur- chase price but will not be refundable. The trustee 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing AgreementAgree- ment. (i) The 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 Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________ 3. Liquidation Expenses Servicing Advances $____________ Monthly Advances ____________ Contingency Fees ____________ Excess Servicing Fees ____________ Servicing Fees ____________ Annual Expense Escrow Amount ____________ Supplemental Fee (if any) ____________ Additional Interest (if any) ____________ Total Advances $____________

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 Master 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 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 10.1 (bc) 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 aggregate Principal Balance of all loans 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 Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (fe) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.1 of the Agreement). (gf) 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 Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (hg) The Auction will stipulate the Master Servicer be retained to service the Contracts Home Equity Loans sold pursuant to the terms of the Sale and Servicing Agreement. (ih) The 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 Home Equity Loans provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, 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 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) 11.02 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 recreational vehicle retail installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, 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 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 Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The in its capacity as Advisor to the Trustee, 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 in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. EXHIBIT I THE CIT GROUP/SALES FINANCING, INC. CERTIFICATE OF OFFICER The undersigned certifies that the undersigned is the ____________________ of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with the Sale and Servicing Agreement. , dated as of February 1, 1996 (i) the "Agreement"), among CITSF, The Auction will stipulate that such sale CIT Group Securitization Corporation II and consequent termination of the CIT RV Owner Trust Fund must constitute a "qualified liquidation" of 1996-A (all capitalized terms used herein without definition having the Trust Fund under Section 860F of respective meanings specified in the CodeAgreement), 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.and further certify that:

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-5 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 September 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, Class A-2 or Class A-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-1, Class A-2 or Class A-3 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 Xxxxx'x 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 ____ ;

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, 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 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) 11.02 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 ContractsAuction Property, 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 Stated 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 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 Collection Account, such time not to be later than exceed one Business Day before the related Distribution Remittance Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Purchase Agreement, 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 in its capacity as Advisor to the Trustee, 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 in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The 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 CodeInternal Revenue Code of 1986, as amended, including without limitation, 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 Auction Property provide the Trustee with an Opinion of Counsel to that effect.. EXHIBIT Q FORM OF POWER OF ATTORNEY

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 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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.

Auction Process. (a) The Advisorin its role as Advisor to the applicable Trustee, 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 Datedate of the Auction, all bids will be due by facsimile to the offices of the applicable 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) 9.2 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the applicable Trustee receives fewer than two market value bids from participants in the market for manufactured housing motor vehicle retail installment sales contracts and installment loan sale contracts willing and able to purchase the ContractsAuction Property, the applicable 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 applicable 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 applicable 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 Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the date of the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 ______ of the Agreement). (g) The in its capacity as Advisor to the applicable Trustee, will provide to the applicable 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 in its letter provide for market comparables and valuations in its lettercomparable valuations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts Receivables sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The 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.

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 Master 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 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) 9.03 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.02 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 Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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 Mortgage Loans provide the Trustee with an Opinion of Counsel to that effect.

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 Master 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 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 10.1 (bc) 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 aggregate Principal Balance of all loans 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 Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (fe) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.1 of the Agreement). (gf) 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 Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (hg) The Auction will stipulate the Master Servicer be retained to service the Contracts Home Equity Loans sold pursuant to the terms of the Sale and Servicing Agreement. (ih) The 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 Home Equity Loans provide the Trustee with an Opinion of Counsel to that effect.. EXHIBIT G CERTIFICATE INSURANCE POLICY ---------------------------- G-1 EXHIBIT H FORM OF ADDITION NOTICE ----------------------- [DATE] The First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Re: Pooling and Servicing Agreement (the "Agreement"), dated as of -- November 1, 1998, among Metropolitan Mortgage Company (the "Master Servicer"), Transamerica Consumer Mortgage Receivables Corporation (the "Seller") and The First National Bank of Chicago, as Trustee (the "Trustee") relating to TFC Home Equity Loan Asset-Backed Certificates, Series 1998-1 Ladies and Gentlemen: Capitalized terms not otherwise defined in this Notice have the meanings given them in the Agreement. The Seller hereby notifies the Trustee of an assignment to the Trust of Subsequent Loans on the date and in the amounts set forth below: Subsequent Transfer Date:____________________________ Cut-off Date Principal Balance of Subsequent Loans to be assigned to Trust on Subsequent Transfer Date: $_____________ Please acknowledge your receipt of this notice by countersigning the enclosed copy in the space indicated below and returning it to the attention of the undersigned. TRANSAMERICA CONSUMER MORTGAGE RECEIVABLES CORPORATION By: -------------------------------------- Name: Title:

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master 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 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) 9.03 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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 Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-6 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-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-3 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-3 Certificates is ____; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-3 Certificates is____;

Auction Process. (a) The AdvisorFollowing the execution of this Agreement, AEG shall commence an auction process (the "Solicitation") whereby AEG shall solicit from third ------------ parties offers to purchase all of the equity interests of the businesses contemplated to be sold pursuant to this -77- Agreement (the "Auction Businesses") for cash (any underwritersuch offer received by ------------------ Seller, its employees, agents or any Certificate Owner will be allowed to bid representatives, a "Competing Offer"). Each --------------- party participating in the Auctionauction process as a bidder or a potential bidder, but will not on behalf of itself and its advisors and agents, must agree to be required bound by the procedures established by AEG in consultation with the Financial Advisors, and must agree that any determination by the AEG Board of Directors in consultation with the Financial Advisors is final and binding upon such party and that such party shall not, in any forum, institute any proceeding or action relating to do sosuch determination or otherwise challenge such determination. (b) The Servicer will also be allowed If, at the expiration of the period for submitting Competing Offers established by the AEG Board of Directors in consultation with the Financial Advisors pursuant to bid in the Termination Auction if it deems appropriate, but will Solicitation (which expiration shall not be required later than July 26, 0000), XXX has received a Competing Offer that AEG's Board of Directors shall have determined, in consultation with the Financial Advisors, is superior to do so. AEG relative to the transactions contemplated by this Agreement (a "Superior Offer") (it being agreed that a third party submitting a Superior -------------- Offer must demonstrate to the satisfaction of the Board of Directors of AEG its financial capability to consummate the transactions contemplated by such offer), AEG shall give notice to Purchasers and the third party that has submitted the Highest Competing Offer (the "Other Bidder"), which notice (i) shall set forth ------------ the date on which the second round auction process described in Paragraph (c) On the Auction Dateof this Section 10.11 shall occur (which date shall be no later than July 28, all bids will be due by facsimile 1999) and (ii) to the offices extent the Board of Directors of AEG is applying a discount or premium to the nominal value of the Trustee Highest Competing Offer relative to the nominal value of the transactions contemplated by 1:00 p.m. New York City timethis Agreement, such notice shall include a quantification of such discount or premium, to the extent practicable, and an explanation of the factors causing the Board of Directors of AEG to apply such discount or premium. For purposes of this Agreement, "Highest Competing Offer" shall mean, (i) if AEG shall have received only one Superior Offer, such Superior Offer, or (ii) if AEG shall have received more than one Superior Offer, the Superior Offer that the Board of Directors of AEG determines, in consultation with the winning bidder Financial Advisors, is the most superior to be notified AEG relative to the transactions contemplated by 2:00 p.m. New York City timethis Agreement. All acceptable bids (as described in AEG's notification to Purchasers pursuant to this Section 10.01 (b10.11(b) shall also set forth the material terms and conditions of the AgreementHighest Competing Offer and shall be accompanied by (i) will be due on a conforming basis on any written evidence provided to the bid sheet contained in Board of Directors of AEG by the solicitation package. (d) If Other Bidder of 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 Other Bidder's financial capability to consummate the sale. (e) Upon notification transactions contemplated by the Highest Competing Offer or, to the winning bidderextent there are confidential terms, a good faith deposit equal to one percent redacted version of such written evidence and (1%ii) 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 full and all monies are transferred into the Collection 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 Date a complete copy of the draft Sale contract negotiated by AEG with the Other Bidder (the "Other Bidder Contract") and Servicing Agreement any related schedules, exhibits or --------------------- supplemental agreements between Seller 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)Other Bidder. (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. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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.

Auction Process. (a) a. The Advisor, any underwriterthe Seller, or any Certificate Owner the Servicer and the Note Insurer will be allowed to bid in the Auctionauction, but will not be required to do so. b. The bid solicitation package will indicate the date on or before the bids must be submitted to the Indenture Trustee (b) The Servicer will also be allowed to bid in the Termination "Auction if it deems appropriate, but will not be required to do soDate"). (c) c. On the Auction Date, all bids will be due by facsimile to such office as shall be designated by the offices of the Indenture Trustee by 1:00 p.m. New York City time, ET; with the winning bidder to be notified by 2:00 p.m. New York City timeET the next Business Day. 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. The Issuer and the Servicer will cooperate with the Indenture Trustee and the Advisor by (a) making their offices available during normal business hours upon reasonable notice for the prospective bidders to conduct due diligence, (b) providing the Indenture Trustee with adequate copies of the data tape regarding the Home Equity Loans, (c) preparing all assignments, endorsements and all other documentation necessary to evidence the transfer of the Home Equity Loans and (d) making all necessary representations and warranties in connection with the servicing of the Home Equity Loans. e. If the Indenture 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 Contractsno qualified bids, the Indenture Trustee shall decline to consummate cancel the saleAuction. (e) f. Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) good faith deposit of the Pool Scheduled Principal Balance aggregate balance of the unpaid principal balances of the Home Equity Loans as of the last day of the preceding Remittance Period will be required to be wired to the Indenture Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price price, but will not be refundable. The trustee Indenture 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 an account established by the Collection AccountIndenture Trustee for deposit of such amounts, such time not to be later than exceed one (1) Business Day before the related Distribution Date (as described above)final Payment Date. (f) g. The winning bidder will receive on the Auction Date a copy of the draft Sale purchase and Servicing Agreement sale 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)servicing 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. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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.

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 1999-2 The undersigned certifies that he is a [title] of [Servicer], a [ ---------- corporation][(the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 1999 between GreenPoint Credit Corp., as Contract Seller and Servicer and The First National Bank of Chicago, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Moody's on the Class A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-2 Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner Advisor 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 Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. p.m., New York City time, with the winning bidder to be notified by 2:00 p.m. p.m., New York City time. All acceptable bids (as described in Section 10.01 (b) 11.02 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 marine installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, 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 bidbid no later than 4:00 p.m. New York City time on the Auction Date. Such deposit will not be invested. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account Eligible 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 Collection Account, such time not to be later than exceed one Business Day before the related second Distribution Date (as described above)succeeding the related Due Period on which the Pool Balance is 5% or less of the Initial Pool Balance. (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The On the Auction Date, 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 in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction Advisor will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The 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.

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K --------- NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-2 The undersigned certifies that he is a [title] of [Servicer], a [________ _______ corporation][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of March 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-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Xxxxx'x on the Class A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-2 Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master 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 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) 9.03 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 pur- chase price but will not be refundable. The trustee 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 Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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 Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-4 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 September 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-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-3 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-3 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-3 Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer Seller (and the Master Servicer, if Block Financial Corporation is not the Master Servicer) will also be allowed to bid in the Termination Auction if it deems appropriateappropri- ate, but will not be required to do so. (c) On the Auction 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) 9.03 of the AgreementAgree- ment) 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 mortgage loans willing and able to purchase the ContractsMortgage Loans, 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 aggregate Loan Balance of the Mortgage Loans 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 refundablerefund- able. The trustee 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 trans- ferred into the Collection 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 Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The 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 Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion of Counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________

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 Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 1999-3 The undersigned certifies that he is a [title] of [Servicer], a [__________ corporation][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of May 1, 1999 between GreenPoint Credit Corp., as Contract Seller and Servicer and The First National Bank of Chicago, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class II A-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class II A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Xxxxx'x on the Class II A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class II A-2 Certificates is ____ ;