Common use of QUALIFICATIONS OF MARKET AGENT Clause in Contracts

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 Representative and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the Representative, by an instrument signed by an officer of the Representative, 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 Representative 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 Representative shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX A [Reserved]. [Reserved]. ANNEX C THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A CONTRACT SCHEDULE (A copy can be obtain from the Trustee upon written request) XXXXXXX X-0 FORM OF CLASS [ReservedA-1] [A-2] CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: 1. THE TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION Exhibit B-1-1 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 (A "PLAN INVESTOR"); AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT IS NOT A PLAN INVESTOR SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE TRUSTEE, THE SERVICER, THE CONTRACT SELLER AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Certificate No. : [A-1]. , [ReservedA-2] Date of Pooling and Servicing Agreement : December 1, 2000 Cut-Off Date : November 30, 2000 First Distribution Date : January 22, 2001 Initial Certificate Balance of $[_______] this Certificate ("Denomination") : Initial Certificate Balance of all Class [A-1] [A-2] Certificates : $[_________] Pass-Through Rate : LIBOR plus [___]. ANNEX C THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by % Month of Last Scheduled Distribution Date : [ ] [ ] CUSIP : [_____________________, as Market Agent for the captioned ] GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates, that with Series 2000-6 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. mailed by first class mail to the captioned Certificatesaddress 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 Auction Date Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. Reference is hereby changed 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 follows: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. * * *

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A [Reserved]CONTRACT SCHEDULE (a copy can be obtained from the Trustee) Exhibit A-1 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. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").

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. this Appendix A. The Market Agent may resign and be discharged of the duties and obligations created by these Auction Procedures this Appendix A by giving at least 30 days' days notice to the Representative Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Issuer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeIssuer, by an instrument signed by an officer of the RepresentativeAuthorized Officer, 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 Representative Issuer 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 Representative Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures this Appendix A until the appointment by the Representative Issuer 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. ANNEX A [Reserved]. [Reserved]. ANNEX C APPENDIX B CERTAIN TERMS AND PROVISIONS OF THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, 1996B NOTES AND THE CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:1996B-2 NOTES

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A-1 GROUP I CONTRACT SCHEDULE (you can obtain a copy from the Trustee) XXXXXXX X-0 GROUP II CONTRACT SCHEDULE (you can obtain a copy from the Trustee) XXXXXXX X-0 FORM OF CLASS I A [Reserved]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. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its a successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A [Reserved]CONTRACT SCHEDULE (a copy can be obtained from the Trustee) Exhibit A-1 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. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be Schedule I-18 replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A [Reserved]CONTRACT SCHEDULE (SEE ATTACHED) XXXXXXX X-0 FORM OF CLASS I A-1 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").

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 Representative and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the Representative, by an instrument signed by an officer of the Representative, 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 Representative 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 Representative shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX A [Reserved]. [Reserved]. ANNEX C THE MONEY STORE HOME EQUITY ASSET BACKED CERTIFICATES SERIES 1997-DA, CLASS MV-1, CLASS MV-2 and CLASS BV A-11 NOTICE OF CHANGE IN AUCTION DATE Notice CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is hereby given by continuing with respect to the Certificates identified above. The next Auction for the Series 1997-A, Class A-11 Certificates will not be held. The Auction Rate for the Series 1997-A, Class A-11 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. THE BANK OF NEW YORK, as Trustee Dated: By:________________________________ Name: Title: ANNEX B THE MONEY STORE HOME EQUITY ASSET BACKED CERTIFICATES SERIES 1997-A, CLASS A-11 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that an Certificate Insurer Default with respect to the Certificates identified above has been waived or cured. The next Remittance Date is and the next Auction Date is . THE BANK OF NEW YORK, as Trustee Dated: By: Name: Title: ANNEX C THE MONEY STORE HOME EQUITY ASSET BACKED CERTIFICATES SERIES 1997-A, CLASS A-11 NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by PRUDENTIAL SECURITIES INCORPORATED, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:

QUALIFICATIONS OF MARKET AGENT. The Each 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 Proceduresthis _____ Supplement. The Any Market Agent may resign and be discharged of the duties and obligations created by these Auction Procedures this _____ Supplement by giving at least 30 90 days' notice to the Representative Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Issuer and the acceptance of such appointment by such successor market agent. The Any Market Agent may be replaced at the direction of the RepresentativeIssuer, by an instrument signed by an officer Authorized Officer of the Representative, Issuer filed with the such Market Agent and the Trustee at least 30 thirty 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 Representative Issuer and the acceptance of such appointment by such successor market agent. In the event that the any Market Agent shall be removed or be dissolved, or if the property or affairs of the any 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 for any series of Series 200_-_ Notes, and the Representative Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this SectionSection 13, shall be deemed to be the Market Agent for such series for all purposes of these Auction Procedures this _____ Supplement until the appointment by the Representative Issuer of the successor Market Agent. Nothing in this Section 13 shall be construed as conferring on the Trustee additional duties other than as set forth herein. ANNEX A [Reserved]. [Reserved]. ANNEX C THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:.

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 Representative and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the Representative, by an instrument signed by an officer of the Representative, 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 Representative 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 Representative shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX A [Reserved]CONTIMORTGAGE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES SERIES 1998-1, CLASS A-8 NOTICE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is continuing with respect to the Certificates identified above. [Reserved]The next Auction for the Series 1998-1, Class A-8 Certificates will not be held. The Auction Rate for the Series 1998-1, Class A-8 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Dated: By: Name: Title: ANNEX B CONTIMORTGAGE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES SERIES 1998-1, CLASS A-8 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that an Certificate Insurer Default with respect to the Certificates identified above has been waived or cured. The next Payment Date is MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Dated: By: Name: Title: ANNEX C THE MONEY STORE ASSET BACKED CONTIMORTGAGE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES SERIES 19971998-D1, CLASS MV-1, CLASS MV-2 and CLASS BV A-8 NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by Merrill Lynch, as Market Agent for the captioned Certificates, that wixx xxxxexx xx the captioned Certificates, the Auction Date is hereby changed as follows: With respect to the captioned Certificates, the definition of "Auction Date" shall be deemed amended by substituting "_________________ (number) Business Day" in the second line thereof. 1. This change shall take effect on _____, as Market Agent _________ which shall be the Auction Date for the Auction Period commencing on ______________. 2. The Auction Date for the captioned Certificates, that with respect Certificates shall be subject to the captioned Certificates, further change hereafter as provided in the Auction Date is hereby changed as follows:Procedures.

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. this Appendix B. The Market Agent may resign and be discharged of the duties and obligations created by these Auction Procedures this Appendix B by giving at least 30 days' days notice to the Representative Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Issuer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeIssuer, by an instrument signed by an officer of the RepresentativeAuthorized Officer, 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 Representative Issuer 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 Representative Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures this Appendix B until the appointment by the Representative Issuer 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. ANNEX A [Reserved]. [Reserved]. ANNEX APPENDIX C CERTAIN TERMS AND PROVISIONS OF THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:1996B-3 SUBORDINATE LIBOR RATE NOTES ARTICLE I

QUALIFICATIONS OF MARKET AGENT. The Each 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 Proceduresthis First Supplemental Indenture. The Any Market Agent may resign and be discharged of the duties and obligations created by these Auction Procedures this First Supplemental Indenture by giving at least 30 days' thirty days notice to the Representative Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Issuer and the acceptance of such appointment by such successor market agent. The Any Market Agent may be replaced at the direction of the RepresentativeIssuer, by an instrument signed by an officer Authorized Officer of the Representative, Issuer filed with the such Market Agent and the Trustee at least 30 thirty 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 Representative Issuer and the acceptance of such appointment by such successor market agent. In the event that the any Market Agent shall be removed or be dissolved, or if the property or affairs of the any 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 for any series of Series 2001 Notes, and the Representative Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this SectionSection 13, shall be deemed to be the Market Agent for such series for all purposes of these Auction Procedures this First Supplemental Indenture until the appointment by the Representative Issuer of the successor Market Agent. Nothing in this Section 13 shall be construed as conferring on the Trustee additional duties other than as set forth herein. ANNEX A [Reserved]. [Reserved]. ANNEX C THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:.

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A CONTRACT SCHEDULE (SEE ATTACHED) Exhibit X-0 XXXXXXX X-0 FORM OF CLASS [Reserved]A-1] [A-2] CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").

QUALIFICATIONS OF MARKET AGENT. The Each 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 Proceduresthis Second Supplemental Indenture. The Any Market Agent may resign and be discharged of the duties and obligations created by these Auction Procedures this Second Supplemental Indenture by giving at least 30 days' thirty days notice to the Representative Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Issuer and the acceptance of such appointment by such successor market agent. The Any Market Agent may be replaced at the direction of the RepresentativeIssuer, by an instrument signed by an officer Authorized Officer of the Representative, Issuer filed with the such Market Agent and the Trustee at least 30 thirty 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 Representative Issuer and the acceptance of such appointment by such successor market agent. In the event that the any Market Agent shall be removed or be dissolved, or if the property or affairs of the any 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 for any series of Series 2002 Notes, and the Representative Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this SectionSection 13, shall be deemed to be the Market Agent for such series for all purposes of these Auction Procedures this Second Supplemental Indenture until the appointment by the Representative Issuer of the successor Market Agent. Nothing in this Section 13 shall be construed as conferring on the Trustee additional duties other than as set forth herein. ANNEX A [Reserved]. [Reserved]. ANNEX C THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS MV-1, CLASS MV-2 and CLASS BV NOTICE OF CHANGE IN AUCTION DATE Notice is hereby given by _____________________, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:.

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 Representative Trustee, the Auction Agent and the TrusteeServicer, provided that such resignation shall not be effective until the appointment of a successor market agent by the Representative Servicer and the acceptance of such appointment by such successor market agent. The Market Agent may be replaced at the direction of the RepresentativeServicer, by an instrument signed by an officer of the RepresentativeServicer, 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 Representative 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 Representative Servicer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall be deemed to be the Market Agent for all purposes of these Auction Procedures until the appointment by the Representative 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. ANNEX EXHIBIT A [Reserved]CONTRACT SCHEDULE (a copy can be obtained from the Trustee) XXXXXXX X-0 FORM OF CLASS A-1 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [Reserved]OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ANNEX C 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 MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-DREGISTERED OWNER HEREOF, CLASS MV-1CEDE & CO., CLASS MV-2 and CLASS BV NOTICE 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 CHANGE IN AUCTION DATE Notice is hereby given by _____________________THE INTERNAL REVENUE CODE OF 1986, as Market Agent for the captioned Certificates, that with respect to the captioned Certificates, the Auction Date is hereby changed as follows:AS AMENDED (THE "CODE").