EXHIBIT 4.3.3
VERSION B
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ASSET BACKED SECURITIES CORPORATION
Depositor
[NAME OF MASTER SERVICER]
Master Servicer
and
[NAME OF TRUSTEE]
Trustee
__________________________________
REFERENCE AGREEMENT
incorporating by reference
STANDARD TERMS AND CONDITIONS
OF POOLING AND SERVICING
Dated as of , 199__
__________________________________
Class A and Class B
Conduit Manufactured Housing Contract
Pass-Through Certificates, Series ___
$_____ Class A[-1
$_____ Class A-2]
$_____ Class B
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TABLE OF CONTENTS
PAGE
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ARTICLE XI.
CONVEYANCE OF TRUST FUND;
DESCRIPTION OF THE CERTIFICATES
Section 11.01. Designation............................... 2
Section 11.02. Conveyance of Trust Fund; Issuance of
Certificates.............................. 2
Section 11.03. Delivery of Documents..................... 3
Section 11.04. Denominations............................. 6
Section 11.05. Principal Balance......................... 6
Section 11.06. Distributions on the Certificates......... 6
Section 11.07. Place and Notice for Final Distribution
on Certificates........................... 7
Section 11.08. Pass-Through Rate......................... 7
Section 11.09. Distribution Dates........................ 7
Section 11.10. Record Dates.............................. 7
Section 11.11. Contracts................................. 7
Section 11.12. Forms Generally........................... 7
[Section 11.13. Termination at Option of the Depositor.... 8
Section 11.14. Substitution.............................. 8
Section 11.15. Wire Transfer Eligibility................. 8
Section 11.16. Required Rating........................... 8
[Section 11.17. REMIC Treatment........................... 8
Section 11.18. Performance Bond.......................... 8
Section 11.19. Warranty and Servicing Agreements......... 9
Section 11.20. Custodial Agreements...................... 9
Section 11.21. Retained Yield; Administrative Fee;
Servicing Compensation.................... 9
Section 11.22. Cut-off Date.............................. 9
Section 11.23. Certificate Registrar..................... 9
Section 11.24. Authenticating Agent...................... 9
Section 11.25. Paying Agent.............................. 9
[Section 11.26. Limited Guarantor......................... 9
Section 11.27. Limited Guarantee and Guarantee Amount.... 10
Section 11.28. Limited Guarantee Fee..................... 10
Section 11.29. Applicability of Certain Provisions of
Standard Terms............................ 10
ARTICLE XII.
DEFINITIONS
APR................................................. 10
Administrative Fee.................................. 10
(i)
Aggregate Losses.................................... 10
Agreement........................................... 11
Authenticating Agent................................ 11
Certificate......................................... 11
Certificate Registrar............................... 11
Certificateholder................................... 11
Class A Certificate................................. 11
Class A-1 Certificate............................... 11
Class A-2 Certificate............................... 11
Class B Certificate................................. 11
Contracts........................................... 11
Contract Schedule................................... 11
Deleted Contract.................................... 11
Denomination........................................ 11
Distribution Date................................... 12
Due Date............................................ 12
Notional Amount......................................12
Optional Termination................................ 12
Optional Termination Date........................... 12
Percentage Interest................................. 12
Performance Bond.................................... 12
Repurchase Price.................................... 12
Required Distribution............................... 12
Required Reserve.................................... 12
Reserve Fund........................................ 13
Retained Yield...................................... 13
Senior Interest..................................... 13
Single Certificate.................................. 13
Subordinated Amount................................. 13
Substitute Contract................................. 14
Trust Fund...........................................15
Undivided Interest.................................. 15
Voting Rights....................................... 15
Whole Class A Certificate........................... 15
ARTICLE XIII.
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
RESERVE FUND
Section 13.01. Certificate Account....................... 16
Section 13.02. Distributions............................. 16
Section 13.03. Subordination; Reserve Fund; Priority of
Distribution.............................. 16
Section 13.04. Monthly Statements to
Certificateholders........................ 20
Section 13.05. Statements to Class B
Certificateholders........................ 21
(ii)
ARTICLE XIV.
OPTIONAL TERMINATION
Section 14.01. Repurchase at the Option of the
[Depositor]............................... 22
Section 14.02. Procedure Upon Optional Termination....... 23
ARTICLE XV.
MISCELLANEOUS
Section 15.01. Standard Terms........................... 24
Section 15.02. Ratification of Standard Terms........... 24
Section 15.03. Amendment................................ 24
Section 15.04. Whole Class A Certificates............... 25
Section 15.05. Counterparts............................. 25
Section 15.06. Governing Law............................ 25
Section 15.07. Recordation of Agreement................. 26
Section 15.08. Severability of Provisions............... 26
Exhibits
Form of Class A Certificate..............................A-1
Form of Class B Certificate..............................B-1
(iii)
REFERENCE AGREEMENT, dated as of _______ 199__, by and among ASSET
BACKED SECURITIES CORPORATION, a Delaware corporation, as depositor (the
"Depositor"), [____________________], a [_______________] corporation, as master
servicer (the "Master Servicer"), and [________________________], a
______________ corporation, as trustee, (together with its successors in trust
thereunder as provided in the Agreement referred to below, the "Trustee").
PRELIMINARY STATEMENT
The Depositor has duly authorized the execution and delivery of this
Reference Agreement and the incorporation, to the extent permitted herein, of
the Standard Terms and Provisions of Pooling and Servicing (the "Standard
Terms") attached hereto to provide for the issuance of its Conduit Manufactured
Housing Contract Pass-Through Certificates, Series ____ issued as provided
herein and delivered by the Trustee to the Depositor as provided hereunder. The
Reference Agreement, incorporating the Standard Terms, is sometimes referred to
herein as the Agreement. All references herein to Sections or Articles of the
Agreement shall be construed to mean Sections or Articles of this Reference
Agreement or of the Standard Terms as the Section numbers and context may
require and capitalized terms used herein shall have the meanings ascribed to
them in the Standard Terms or the Reference Agreement. The Depositor is the
owner of the Contracts (as hereinafter defined) and the other property being
conveyed by it to the Trustee as part of the Trust Fund (as hereinafter defined)
and has duly authorized the execution and delivery of this Agreement to provide
for the conveyance to the Trustee of the Trust Fund. [By the execution and
delivery of this Agreement, the Depositor has agreed that it will elect to treat
the Trust Fund as, and that the affairs of the Trust Fund shall be conducted so
as to qualify as, a "real estate mortgage investment conduit" ("REMIC") pursuant
to Section 860D of the Code.] All covenants and agreements made by the
Depositor herein and in the Standard Terms are for the benefit and security of
the Certificateholders. The Depositor is entering into this Reference Agreement
and the Standard Terms, and the Trustee is accepting the trusts created hereby
and thereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE XI.
CONVEYANCE OF TRUST FUND;
DESCRIPTION OF THE CERTIFICATES
Section 11.01. Designation.
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The Certificates shall be designated generally as the Conduit
Manufactured Housing Contract Pass-Through Certificates, Series _______.
Section 11.02. Conveyance of Trust Fund;
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Issuance of Certificates.
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In exchange for the Certificates, the Depositor hereby delivers to the
Trustee, without recourse, for the benefit of all present and future Holders of
the Certificates, all of the Depositor's right, title and interest (other than
with respect to any Retained Yield specified in Section 11.21) in and to (a) the
Contracts listed in Schedule I to this Agreement, which the Depositor causes to
be delivered to the Trustee, together with the Contract Files relating to the
Contracts and the other property in respect of such Contracts, as specified in
Section 2.01, and the proceeds thereof payable after the Cut-off Date, net of
any amounts payable to the Servicers, the Master Servicer and the Depositor in
accordance with the provisions of the Standard Terms, (b) the Insurance
Policies, if any, relating to the Contracts, (c) property that secured a
Contract and that has been acquired by Repossession, (d) [the Depositor's rights
under the Warranty and Servicing Agreements with respect to the Contracts, (e)]
the Certificate Account and all amounts deposited therein pursuant to the
applicable provisions of the Agreement, net of amounts payable to the Servicers,
the Master Servicer and the Depositor, as provided in Sections 3.18 and 3.19 and
net of any Retained Yield and Administrative Fee payable to the Depositor, as
specified in Sections 3.19 and 11.21 (f) [the Performance Bond and the proceeds
thereof, as provided in Section 3.17, and (g)] all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash or other liquid
property.
The Trustee acknowledges the transfer and assignment to it of the
Contracts and the delivery of the Contract Files to it (or, with respect to the
Contracts subject to a Custodial Agreement, to the respective Custodian on its
behalf) and the other property included in the Trust Fund, all to the extent
provided above and in Section 2.01, and, concurrently with such delivery, has
delivered to or upon the order of the Depositor, in exchange for the Contracts,
Certificates duly authenticated and duly executed by the Trustee in authorized
denominations evidencing the entire ownership of the Trust Fund. The Trustee
agrees to hold the Trust Fund and exercise the rights referred to
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above for the benefit of all present and future Holders of the Certificates and
to perform the duties set forth herein and in the Standard Terms to the best of
its ability, to the end that the interests of the Holders of the Certificates
may be adequately and effectively protected.
Section 11.03. Delivery of Documents.
---------------------
In connection with the foregoing conveyance, the creation of the Trust
Fund and the issuance of the Certificates pursuant to Section 11.02 and 2.01,
the Depositor hereby delivers to and/or deposits with the Trustee the following
documents, instruments and property related to the Certificates:
(1) Opinion of Counsel. Opinion(s) of Counsel (in which such counsel
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is entitled to rely upon certificates, opinions or representations as to matters
of fact by Authorized Officers of the Depositor or the Trustee and governmental
officials and, as to matters involving the laws of any state other than the
state in which such counsel is admitted to practice, upon an Opinion of Counsel
satisfactory to the Trustee) addressed to the Trustee to the effect that:
(a) the Depositor has been duly incorporated and is validly existing
as corporation in good standing under the laws of the State of Delaware,
with corporate power to own its properties, to conduct its business as now
conducted by it and to enter into and perform its obligations under this
Agreement;
(b) assuming due execution and delivery thereof by the Trustee, this
Agreement, as executed and delivered by the Depositor, is the valid, legal
and binding obligation of the Depositor, enforceable in accordance with its
terms, subject to bankruptcy, reorganization, insolvency and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity;
(c) the Certificates, assuming that they have been duly and validly
authorized, executed, delivered and issued by the Trustee, will, when
authenticated by the Certificate Registrar pursuant to this Agreement and
delivered to or upon the order of the Depositor, be valid, legal and binding
instruments, entitled to the benefits of this Agreement;
(d) immediately prior to the conveyance thereof to the Trustee, the
Depositor had corporate power and authority to convey the Contracts and
other property included in the Trust Fund to the Trustee pursuant to this
Agreement;
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(e) such action has been taken with respect to delivery of possession
of the Contracts and other property included in the Trust Fund on the
Delivery Date and with respect to the execution and delivery of all
requisite documents as is necessary to make effective the conveyance of such
property to the Trustee, with either the details of such action recited
therein, or the absence of any such action being necessary to make such
conveyance effective stated therein;
(f) the Depositor has effectively conveyed to the Trustee all of its
right, title and interest in and to the Contracts and other property
included in the Trust Fund on the Delivery Date;
(g) this Agreement is not required to be qualified under the Trust
Indenture Act of 1939; the Trust Fund created by this Agreement is not
required to be registered under the Investment Company Act of 1940, as
amended; the Registration Statement is effective under the Securities Act of
1933, as amended (the "Securities Act"), and to the best of such counsel's
knowledge, no stop order suspending such effectiveness has been issued;
(h) no consent, approval, authorization or order of any state or
federal court or governmental agency or body is required for the
consummation by the Depositor of the transactions contemplated herein,
except such as may be required under the blue sky laws of any jurisdiction
in connection with the acquisition of Certificates and such other approvals
as have been obtained; and
(i) the issue and sale of the Certificates and the fulfillment of the
terms of this Agreement will not conflict with or result in a breach or
violation of, any term or provision of, or constitute a default under, the
certificate of incorporation or by-laws of the Depositor, or, to the
knowledge of such counsel, any indenture or other agreement or instrument to
which the Depositor is a party or by which it is bound, or any statute or
regulation applicable to the Depositor or, to the knowledge or such counsel,
any order of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Depositor.
(2) The Contracts. The Contracts included in the Trust Fund, in the
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manner specified in Section 2.01.
(3) Performance Bond. The Performance Bond as specified in
----------------
Section 2.01.
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(4) Officers' Certificate of Issuer of the Performance Bond. An
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Officers' Certificate of the issuer of the Performance Bond to the effect that
the Performance Bond is in full force and effect with respect to the obligations
of the Master Servicer under this Agreement.
(5) Opinion of Counsel for the Issuer of the Performance Bond. An
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Opinion of Counsel for the issuer of the Performance Bond (the "issuer") dated
the Delivery Date, to the effect that:
(a) the issuer is duly organized, validly existing under the laws of
the state of its incorporation, is duly qualified to do business in all
jurisdictions where the nature of its operations as contemplated by the
Performance Bond issued by such issuer legally requires such qualification,
and has the power and authority (corporate and other) to issue, and to take
all action required of it under, such Performance Bond;
(b) the execution, delivery and performance by the issuer of the
Performance Bond issued by such issuer has been duly authorized by all
necessary corporate action on the part of the issuer, and under present law
does not and will not contravene any law or governmental regulation or order
presently binding on the issuer or the charter or the by-laws of the issuer
or contravene any provision of or constitute a default under any indenture,
contract or other instrument to which the issuer is a party or by which the
issuer is bound;
(c) the execution, delivery and performance by the issuer of the
Performance Bond issued by such issuer does not require the consent or
approval of, the giving of notice to, the registration with, or the taking
of any other action in respect of, any federal, state or other governmental
agency or authority that has not previously been effected; and
(d) the Performance Bond issued by such issuer has been duly issued
and constitutes a legal, valid and binding agreement of the issuer,
enforceable against the issuer in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally
or by general principles of equity.
(7) Opinion of Counsel to the Master Servicer. An Opinion of Counsel
-----------------------------------------
to the Master Servicer, dated not later than the Delivery Date, to the effect
that:
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(a) the Master Servicer is a duly organized and validly existing
corporation in good standing under the laws of the State of ___________; the
Master Servicer is duly qualified to do business as a foreign corporation in
and is in good standing under the laws of each jurisdiction where the nature
of its operations contemplated by this Agreement requires such
qualification;
(b) the Master Servicer has the corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated thereby;
the execution, deliver and performance of this Agreement have been duly
authorized by all requisite corporate action on the part of the Master
Servicer and (i) do not conflict with or result in, or will not conflict
with or result in a breach of the [certificate] [articles] of incorporation
or by-laws of the Master Servicer, or to such counsel's knowledge, any of
the provisions of any indenture, mortgage, contract or other instrument to
which the Master Servicer is a party or by which it is bound or (ii) do not
result in the creation or imposition of any lien, charge or encumbrance upon
any of its property pursuant to the terms of any such indenture, mortgage,
contract or other instruments; and
(c) this Agreement constitutes a legal, valid and binding agreement of
the Master Servicer, enforceable against the Master Servicer in accordance
with its terms, subject, as to enforceability, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally and to principles of equity.
Section 11.04. Denominations.
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The Certificates will be issued in fully registered form in minimum
Denominations of $_______________ and integral multiples thereof [and one
Certificate may be issued in such Denomination as may be necessary to represent
the remainder of the Principal Balance of the Contracts on the Cut-off Date.]
Section 11.05. Principal Balance.
-----------------
The Principal Balance of the Contracts on the Cut-off Date, exclusive
of principal payments due and payable on or before such date, is $_____.
Section 11.06. Distributions on the Certificates.
---------------------------------
On each Distribution Date, the Master Servicer shall make
distributions to the Certificateholders in the amounts and in the manner
specified in Section 13.02 and in the forms of the Certificates.
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Section 11.07. Place and Notice for Final Distribution on
------------------------------------------
Certificates.
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(a) The final distribution made on each Certificate on any
Distribution Date shall be distributable upon presentation and surrender thereof
at the office or agency of the Trustee maintained for such purpose in the
Borough of Manhattan, City and State of New York pursuant to Section 5.02.
(b) Notice of final distribution on any Certificate on any
Distribution Date or Optional Termination Date shall be mailed no later than the
tenth day prior to the applicable Distribution Date or Optional Termination
Date.
Section 1.118. Pass-Through Rate.
-----------------
The Pass-Through Rate is _____%.
Section 11.09. Distribution Dates.
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The Distribution Dates for the Certificates are the _______ day of
each month, or, if such day is not a Business Day, the next succeeding Business
Day, commencing __________ ___, 199__.
Section 11.10. Record Dates.
------------
The Record Date for each Distribution Date will be the close of
business on the last day of the month preceding the month in which the
applicable Distribution Date occurs, or if such day is not a Business Day, the
next preceding Business Day.
Section 11.11. Contracts.
---------
The Contracts transferred and assigned to the Trustee by the Depositor
are the Contracts identified in the Contracts Schedule attached hereto as
Schedule I.
Section 11.12. Forms Generally.
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The Class A[, Class A-1, Class A-2] and Class B Certificates and the
Certificate Registrar's certificate of authentication shall be in substantially
the forms set forth as Exhibits A[, X-0, X-0] and B hereto, respectively, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement or as may, in the judgment of the
Master Servicer, the Trustee or the Depositor be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may
have such letters,numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which any of the
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Certificates may be listed, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution
thereof.
The definitive Certificates shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which any of the
Certificates may be listed, all as determined by the officers executing such
Certificates, as evidenced by their execution thereof.
[Section 11.13. Termination at Option of the Depositor.
--------------------------------------
The Depositor may, at its option, repurchase from the Trust Fund all
Contracts remaining outstanding on any Distribution Date on or after the date on
which the Principal Balance of such Contracts is less than ____% of the
Principal Balance of the Certificates on the Cut-off Date, in the manner and at
the Repurchase Price [provided in Article XIV].]
Section 11.14. Substitution.
------------
The Depositor or the Servicer of a Contract may substitute for such
Contract a Substitute Contract or Contracts pursuant to Section 2.02, 2.04 or
2.08, which substitution shall be accomplished within [three months] of the
Closing Date and in the manner and subject to the conditions set forth in
Section 2.07. [Any funds deposited in the Certificate Account pursuant to such
substitution shall not exceed 1/2 of 1% of the Principal Balance of the
Contracts, after giving effect to such substitution.]
Section 11.15. Wire Transfer Eligibility.
-------------------------
The minimum Denomination eligible for wire transfer on each
Distribution Date is $___________.
Section 11.16. Required Rating.
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The Certificates shall have been rated "_____" by
________________________.
[Section 11.17. REMIC Treatment.
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The provisions of this Agreement shall be construed so as to carry out
the intention of the parties that the Trust Fund be treated as a REMIC at all
times until the Certificates are retired and this Agreement is terminated
pursuant to Article IX or Article XIV.]
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Section 11.18. Performance Bond.
----------------
A specimen of the Performance Bond is attached hereto as Exhibit [ ].
The Performance Bond has been issued by __ __________, a _________ corporation.
Section 11.19. Warranty and Servicing Agreements.
---------------------------------
The Warranty and Servicing Agreements with respect to the Contracts
included in the Trust Fund are listed on Schedule [ ] hereto.
Section 11.20. Custodial Agreements.
--------------------
The Custodial Agreements with respect to the Contracts included in
the Trust Fund are listed on Schedule [ ] hereto.
Section 11.21. Retained Yield; Administrative Fee;
-----------------------------------
Servicing Compensation.
----------------------
On each Distribution Date, the Master Servicer shall remit to the
Depositor, by wire transfer of immediately available funds, from payments of
interest and other collections with respect to interest on the Contracts
deposited in the Certificate Account a Retained Yield equal to __% of the
Principal Balance of each Contract and an Administrative Fee equal to __% of the
Principal Balance of each Contract as provided in Section 3.19. The Master
Servicer shall be entitled to retain an amount in respect of each interest
payment on a Contract equal to the excess of each interest payment on such
Contract over the sum of (i) the Retained Yield, (ii) the Administrative Fee and
(iii) the Pass-Through Rate as provided in Section 3.19, and such other amounts
as provided in accordance with the provisions of the Standard Terms.
Section 11.22. Cut-off Date.
------------
The Cut-off Date is _______, 199 .
Section 11.23. Certificate Registrar.
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The Certificate Registrar is the Trustee.
Section 11.24. Authenticating Agent.
--------------------
The Authenticating Agent is the Trustee.
Section 11.25. Paying Agent.
------------
The Paying Agent is the Master Servicer.
[Section 11.26. Limited Guarantor.
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The Limited Guarantor is ____________.
Section 11.27. Limited Guarantee and Guarantee Amount.
--------------------------------------
[Relevant description and amounts to be provided.]
Section 11.28. Limited Guarantee Fee.
---------------------
The Limited Guarantee Fee is ________________.]
[ Section 11.29. Applicability of Certain Provisions of Standard
-----------------------------------------------
Terms.
-----
The provisions of Sections 2.03(b), 3.13 with respect to the Pool
Insurance Policy, 3.14 with respect to the Special Hazard Insurance Policy, 3.23
and 3.24 of the Standard Terms shall not apply to the Certificates.]
ARTICLE XII.
DEFINITIONS
Article One of the Standard Terms provides that the meaning of certain defined
terms used in this Agreement shall, when applied to a particular Series of
Certificates, be as defined herein. With respect to the Certificates, the
following definitions shall apply:
APR: The annualized percentage rate of interest on a Contract.
----
Administrative Fee: The percentage rate per annum of the Principal
-------------------
Balance from time to time of each Contract that is payable to the Depositor out
of each interest payment on a Contract as compensation for the performance of
duties related to the administration of the Trust Fund, which percentage is set
forth in Article XI.
Aggregate Losses: For any given period, the aggregate amount of
----------------
delinquencies, losses and other deficiencies in the amount due to the Class A
Certificateholders paid or borne by the Class B Certificateholders ("payment
deficiencies") during such period, whether by way of withdrawal from the Reserve
Fund, reduction in amounts otherwise distributable to the Class B
Certificateholders on any Distribution Date or otherwise, less the aggregate
----
amount of previous payment deficiencies recovered by the Trust Fund during such
period in respect of the Contracts giving rise to previous payment deficiencies,
including without limitation such recoveries resulting from the receipt of
delinquent principal and/or interest payments, Liquidation Proceeds and
insurance proceeds (net, in each case, of the Retained Yield, unpaid Servicing
Fees, foreclosure costs and
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other servicing costs, expenses and advances relating to such Contracts).
Agreement: The Standard Terms and Provisions of Pooling and
---------
Servicing together with this Reference Agreement, and all amendments and
supplements hereto.
Authenticating Agent: The authenticating agent specified in Section
---------------------
11.24.
Certificate: Any one of the Class A Certificates, [Class A-1
------------
Certificates, Class A-2 Certificates,] or the Class B Certificates executed by
or on behalf of the Depositor and authenticated by or on behalf of the Trustee
in substantially the forms set forth in Exhibits A[, X-0, X-0] and B hereto,
respectively.
Certificate Registrar: The registrar appointed and identified in
----------------------
Section 11.23.
Certificateholder: The registered holder of a Certificate.
------------------
Class A Certificate: Any one of the Class A-[1 Certificates, Class
-------------------
A-2 Certificates] or Whole Class A Certificates.
[Class A-1 Certificate: A Certificate designated as a Class A-1
---------------------
Certificate in substantially the form set forth as Exhibit A-1 hereto.
Class A-2 Certificate: A Certificate designated as a Class A-2
---------------------
Certificate in substantially the form set forth as Exhibit A-2 hereto.]
Class B Certificate: A Certificate designated as a Class B
-------------------
Certificate in substantially the form set forth as Exhibit B hereto.
Contracts: The Contracts listed on the Contract Schedule attached
---------
hereto.
Contract Schedule: The list of Contracts transferred on the Delivery
-----------------
Date to the Trustee as part of the Trust Fund for the Certificates, which list
is attached hereto as Schedule I.
Deleted Contract: A Contract replaced or to be replaced by a
----------------
Substitute Contract.
Delivery Date: _______________, 199 .
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Denomination: For each Certificate, the amount designated as such on
------------
the face thereof; the aggregate of the
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denominations of the Class A[-1] Certificates and Class B Certificates being
equal to the aggregate Principal Balances of the Contracts on the Cut-off Date,
exclusive of principal payments due and payable on or before such date. [The
Denominations of the Class A-2 Certificates shall be their Notional Amounts; the
aggregate Notional Amount for the Class A-2 Certificates for any month will be
equal to the aggregate unpaid principal amount of the Class A-1 Certificates.]
Distribution Date: The ___ day of each month, or if such day is not
-----------------
a Business Day, the Business Day immediately following such day, commencing
_______, 199 .
Due Date: The first day of the month in which the related
--------
Distribution Date occurs.
[Notional Amount: With respect to the Class A-2 Certificates, their
---------------
Denominations. The Notional Amount is used solely for the purpose of
determining interest payments and certain other rights of the Class A-2
Certificateholders, and will be equal to the aggregate unpaid principal amount
on the Class A Certificates as of the date of determination. The original
Notional Amount of a Class A-2 Certificate will be set forth in the form of such
Certificate. The Notional Amount does not represent any interest in principal
payments on the Contracts.]
Optional Termination: The repurchase of the Contracts by the
--------------------
Depositor pursuant to Section 14.01.
Optional Termination Date: The Distribution Date fixed by the
-------------------------
Depositor for the repurchase of the Contracts pursuant to Article XIV.
Percentage Interest: With respect to a Class A[-1 or Class A-2
-------------------
Certificate], the undivided percentage interest obtained by dividing the
Denomination of such Certificate by the aggregate Denominations of all
Certificates of the related Class.
Performance Bond: The performance letter issued by [ ], a specimen
----------------
of which is attached hereto as Exhibit [ ].
Repurchase Price: The price, calculated as set forth in Section
-----------------
14.01, to be paid by the Depositor in connection with the repurchase of the
Contracts pursuant to an Optional Termination.
Required Distribution: With respect to the Class A Certificates, the
----------------------
amount described as the "Required Distribution" in the form of Class A
Certificate.
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Required Reserve: That amount that, together with the then
-----------------
outstanding aggregate principal amount of the Class B Certificates, equals the
Subordinated Amount at the time of determination.
Notwithstanding the foregoing, the Required Reserve may be reduced
from time to time to such amount as shall be approved by the Rating Agencies in
letters delivered by the Master Servicer to the Trustee and as shall not result
in a lowering or withdrawal of the current ratings on the Class A Certificates.
Reserve Fund: The fund established and maintained pursuant to
------------
Section 13.03 hereof.
Retained Yield: The percentage rate per annum of the principal
--------------
balance from time to time of each Contract that is retained by the Depositor and
payable out of each interest payment on a Contract, which percentage is set
forth in Article XI and in the Contract Schedule.
Senior Interest: The aggregate undivided interest in the Contracts
---------------
evidenced by all Class A Certificates.
Single Certificate: A Certificate issued in a minimum Denomination
------------------
of $______.
Subordinated Amount: As of any Determination Date, the Subordinated
-------------------
Amount shall be the Subordinated Amount as of the preceding ______, minus
additions to Aggregate Losses since such date through the last day of the month
preceding such Determination Date and plus the recovery of prior Aggregate
Losses for the same period.
The Subordinated Amount on each respective _____ for purposes of the
preceding clause shall be:
(i) on the Cut-off Date and on each anniversary of the Cut-off
Date until ________, __% of the initial aggregate Principal Balance of the
Contracts on the Cut-off Date minus Aggregate Losses since the Cut-off Date
through the last day of the month preceding such anniversary date;
(ii) on ______, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) __% of the aggregate
unpaid Principal Balance of the Contracts outstanding at the close of business
on ______, and (y) __% of the amount, if any, by which the amount set forth
under (A) exceeds the amount computed under (x);
(iii) on _______, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) ___% of the
aggregate unpaid Principal Balance
-13-
of the Contracts outstanding at the close of business on _______, and (y) __% of
the amount, if any, by which the amount set forth under (A) exceeds the amount
computed under (x);
(iv) on ________, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) __% of the aggregate
unpaid Principal Balance of the Contracts outstanding at the close of business
on ________, and (y) __% of the amount, if any, by which the amount set forth
under (A) exceeds the amount computed under (x);
(v) on _______, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) __% of the aggregate
unpaid Principal Balance of the Contracts outstanding at the close of business
on _______, and (y) __% of the amount, if any, by which the amount set forth
under (A) exceeds the amount computed under (x); and
(vi) on _______, and on each _______ thereafter, the lesser of
(A) the applicable Subordinated Amount on the preceding _____ minus Aggregate
Losses since such preceding _____ through the preceding ______, and (B) __% of
the aggregate unpaid Principal Balance of the Contracts at the close of business
on such current ______;
provided, however, that the amount determined for part (B) of clauses (ii)
-------- -------
through (vi) above shall be not less than the sum of the then outstanding
Principal Balances of the then three largest Contracts at the beginning of each
such period.
Notwithstanding the foregoing, the Subordinated Amount shall be
determined in the manner prescribed in clause (i) of this definition for each
anniversary of the Cut-off Date for the entire term of this Agreement, unless
either (a) the Master Servicer certifies to the Trustee, as of the _____
anniversary of the Cut-off Date, that for each of the past 12 calendar months as
of the Determination Date (or such other date or time period as may be regularly
used by the Master Servicer for delinquency reporting purposes in its ordinary
course of business) not more than __% of the Contracts (determined by aggregate
principal balances) have been delinquent for 60 days or more, or (b) the
Depositor provides the Trustee with a letter from the Rating Agencies stating
that the application of the other portions of this definition is satisfactory to
the Rating Agencies in respect of manufactured housing pass-through certificates
rated by the Rating Agency in one of its two highest rating categories.
Substitute Contract: A Contract substituted by the Depositor or the
-------------------
related Servicer for a Deleted Contract which must, on the date of such
substitution, (i) have an outstanding Principal Balance, after deduction of the
principal portion of the monthly payment due in the month of substitution (or in
the
-14-
case of a substitution of more than one Contract for a Deleted Contract, an
aggregate Principal Balance), not in excess of the Principal Balance of the
Deleted Contract [and not less than __% of Principal Balance of the Deleted
Contract] (the amount of any shortage will be deposited by the Depositor or the
Servicer in the Certificate Account and distributed by the Master Servicer to
Certificateholders in the month of substitution); (ii) have an APR not less than
the APR of the Deleted Contract but not greater than __% in excess of the APR of
the Deleted Contract; (iii) have a remaining term to maturity not greater than
___ years and not more than ___ years less than the remaining term of the
Deleted Contract; and (iv) comply with each representation and warranty set
forth in Section 2.04 or in the related Warranty Servicing Agreement.
Trust Fund: The corpus of the trust created by this Agreement
----------
consisting of (i) the Contracts described in the Contract Schedule, exclusive of
the Retained Yield, (ii) all distributions thereon payable after the Cut-off
Date, other than as provided herein, (iii) property that secured a Contract and
has been acquired by Repossession, (iv) amounts remitted from time to time to
the Master Servicer and held from time to time by the Master Servicer in the
Certificate Account, net of the amounts payable to the Master Servicer, as
provided in this Agreement, (v) the rights of the Certificateholders in the
Primary Credit Insurance Policies and any other insurance policies with respect
to the Contracts, (vi) the rights of the Certificateholders in the Performance
Bond and the proceeds thereof and (vii) the Depositor's rights under the
Warranty and Servicing Agreements with respect to the Contracts included in the
Trust Fund. The Reserve Fund is not, and will not under any circumstances be
deemed to be, included in the Trust Fund.
Undivided Interest: The undivided interest in the Trust Fund
------------------
evidenced by a Whole Class A Certificate or a Class B Certificate, or in the
case of a Class A Certificate other than a Whole Class A Certificate, the
undivided interest evidenced by like Percentage Interests of a Class A[-1 and a
Class A-2 Certificate], as if such Certificates were combined.
Voting Rights: As to any Certificate of any Class, the portion of
--------------
the aggregate voting rights of such Class evidenced by such Certificate which is
obtained by dividing the Denomination of such Certificate by the aggregate
Denominations of all Certificates of such Class.
Whole Class A Certificate: Any Class A Certificate that has been
-------------------------
issued upon combination of one or more Class A-1 Certificates and one or more
Class A-2 Certificates pursuant to Section 15.04 hereof, in substantially the
form set forth in Exhibit A hereto.
-15-
ARTICLE XIII.
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
RESERVE FUND
Section 13.01. Certificate Account.
-------------------
The Master Servicer shall, prior to the Delivery Date, establish and
maintain, in the name of the Trustee on behalf of the Certificateholders the
Certificate Account, into which the Master Servicer shall deposit not later than
each Distribution Date, the amounts specified in Section 3.08 and any amounts
withdrawn from the Reserve Fund and deposited in the Certificate Account, as
provided in Section 13.03. All distributions to be made from time to time to
the Certificateholders out of funds in the Certificate Account shall be made by
the Master Servicer.
Section 13.02. Distributions.
-------------
Subject to Section 9.01 and Section 14.02 hereof respecting the final
distribution, on each Distribution Date the Master Servicer shall distribute
from the Certificate Account to each Certificateholder of record on the related
Record Date, the amount to be distributed to such Certificateholder pursuant to
the respective Certificate or Certificates held by such Certificateholder, and
in accordance with the provisions of Section 13.03. Such distribution shall be
made by check mailed on the Distribution Date to the address of each
Certificateholder appearing in the Certificate Register, except that, with
respect to any Holder eligible for wire transfer, as provided in Section 11.15,
distributions shall be made on the Distribution Date by wire transfer in
immediately available funds, provided that such Certificateholder, not less than
two Business Days prior to the related Distribution Date, shall have furnished
the Master Servicer with appropriate wiring instructions. Distributions may
also be made by such other means of payment as to which each Certificateholder
and the Master Servicer shall agree.
[ Section 13.03. Subordination; Reserve Fund; Priority of Distribution.
-----------------------------------------------------
(a) The rights of the Class B Certificateholders to receive
distributions with respect to principal of the Class B Certificates on any
Distribution Date shall be subordinated to the rights of the Class A
Certificateholders to receive distributions in respect of the Class A
Certificates to the extent, and only to the extent, of the Subordinated Amount
as of the immediately preceding Determination Date, all in accordance with the
terms of the Class A Certificates and this Agreement. The right of the Master
Servicer to retain or to receive funds from the Certificate Account in
accordance with Section 3.12 for its Servicing Fee on each Contract, assumption
or substitution
-16-
fees, late payment charges and other obligor charges, reimbursement of Monthly
Advances and expenses or otherwise, shall not be subordinated to the rights of
the Class A Certificateholders or the Class B Certificateholders. In addition,
the Depositor's right to the Retained Yield and the Administrative Fee shall not
be subordinated to the rights of the Class A Certificateholders or Class B
Certificateholders.
(b) The Depositor shall establish and maintain with the Trustee a
separate investment account (the "Reserve Fund"). All amounts shall be
deposited into and withdrawn from the Reserve Fund in accordance with this
Section. The Reserve Fund is not, and will not under any circumstances be
deemed to be, included in the Trust Fund.
(c) The initial Holders of the Class B Certificates grant, and any
future Holders of the Class B Certificates shall be deemed to have granted, to
the Trustee, for the exclusive benefit of the Class A Certificateholders, a
valid and perfected first priority security interest under the Uniform
Commercial Code as in effect from time to time in the State of
[________________] (the "UCC") in and to all of their right, title and interest
in and to the Reserve Fund, the amounts deposited therein (or theretofore
deposited into the Certificate Account and required pursuant to this Agreement
to be deposited in the Reserve Fund) and all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash, instruments,
securities or other property; provided, however, that all income from the
investment of funds in the Reserve Fund shall be excluded from such grant and
security interest. This grant is made in trust, pursuant to a trust agreement
(the "Reserve Fund Trust Agreement") attached hereto as Exhibit D, to secure the
Class A Certificates equally and ratably and to secure the obligations of the
Class B Certificateholders pursuant to the Class B Certificates.
(d) The Trustee acknowledges this grant and accepts the trust under
this Section 13.03 in accordance with the provisions hereof.
(e) The Master Servicer, on behalf of the Depositor, will cause a
valid and perfected first priority security interest under the UCC to be
maintained in the Reserve Fund, the amount deposited therein and the investments
thereof (other than any income from the investment of funds in the Reserve Fund)
in order to secure the full and timely performance with respect to the
subordination of the Class B Certificates pursuant to this Section 13.03.
(f) All principal distributions allocable to Class B
Certificateholders and not distributed to Class A Certificateholders pursuant to
Section 13.03(a) hereof shall be
-17-
paid into the Reserve Fund until the Reserve Fund has reached the Required
Reserve. Thereafter, such distributions shall be paid to Class B
Certificateholders, except that, if the amount of the Reserve Fund, after
distribution to the Class A Certificateholders on any Distribution Date, is less
than the Required Reserve on such Distribution Date, the Master Servicer shall
withhold from the amounts otherwise distributable to the Class B
Certificateholders all amounts due on account of principal (or such lesser
amounts as may be required to restore the amount of the Reserve Fund to the
Required Reserve) and deposit these amounts in the Reserve Fund. If at any
time, the balance of the Reserve Fund is reduced to zero, distributions of
principal and interest otherwise allocable to the Class B Certificateholders
will be retained until the Reserve Fund balance reaches an amount equal to the
Required Reserve.
(g) If the amount of the Reserve Fund, after taking into account the
distributions to the Class A Certificateholders on any Distribution Date, is
greater than the Required Reserve on that Distribution Date, the Master Servicer
will distribute the amount of the excess to the Class B Certificateholders on a
pro rata basis according to their ownership of the Class B Certificates.
Amounts properly distributed by the Master Servicer to the Class B
Certificateholders pursuant to this Section 13.03 shall be released from the
security interest established by this Section 13.03, and the Class B
Certificateholders will not be required to refund any such distributed amounts.
(h) Amounts held in the Reserve Fund from time to time shall continue
to be the property of the Class B Certificateholders until withdrawn from the
Reserve Fund pursuant to Section 13.03(i) hereof. Amounts held in the Reserve
Fund shall be invested for the benefit of the Class B Certificateholders in one
or more Eligible Investments, in the manner set forth in the Reserve Fund Trust
Agreement, in the name of the Trustee, as trustee, in accordance with written
instructions from the Master Servicer unless other written instructions are
submitted by the Holders of Class B Certificates evidencing Voting Rights
aggregating not less than 51% of the Voting Rights evidenced by all of the Class
B Certificates, or their designee. Any investment earnings on funds in the
Reserve Fund shall be held by the Trustee for the benefit of the Class B
Certificateholders in accordance with their respective interests therein and
will not be subject to any claims or rights of the Class A Certificateholders.
The Master Servicer shall distribute to the Class B Certificateholders their
share of all earnings not invested in unmatured Eligible Investments on any
Distribution Date. Realized losses, if any, on amounts invested pursuant to
this Section 13.03(h) shall first be credited against undistributed investment
earnings on amounts invested pursuant to this Section 13.03(h), and shall
thereafter be deemed to reduce
-18-
the amount on deposit in the Reserve Fund. The Trustee shall in no way be
liable for losses incurred in respect of such investments.
(i) If, on any Distribution Date immediately following a Determination
Date on which the Subordinated Amount was more than zero, the amount of the
distribution to Class A Certificateholders, after taking into account any
Monthly Advance to be made by the Master Servicer with respect to such
Distribution Date, and after giving effect to the distribution to Class A
Certificateholders of amounts otherwise allocable to Class B Certificateholders
on such Distribution Date and amounts in the Certificate Account being held for
future distribution, but before giving effect to any amount withdrawn from the
Reserve Fund, is less than the Required Distribution on such date, the Master
Servicer shall withdraw from the Reserve Fund and deposit into the Certificate
Account the lesser of (a) the entire amount on deposit in the Reserve Fund; or
(b) the amount necessary to make up such shortage. However, in no event will
any amount representing investment earnings on amounts held in the Reserve Fund
be transferred into the Certificate Account or otherwise used in any manner for
the benefit of the Class A Certificateholders. Amounts so transferred to the
Certificate Account will be withdrawn pursuant to Section 3.12 of the Standard
Terms, and will be applied in the following order:
(1) to the reimbursement of the Master Servicer for Advances
determined by the Master Servicer to be otherwise nonrecoverable pursuant
to Section 3.12(vii), if sufficient funds for such reimbursement are not
otherwise available in the Certificate Account;
(2) to the payment to the Class A Certificateholders of amounts
distributable to them on such Distribution Date for scheduled payments of
principal and interest due on the Contracts on the related Due Date;
(3) to the payment to the Class A Certificateholders of the Principal
Balance of Contracts repurchased, liquidated or repossessed during the
calendar month preceding the month of the Distribution Date and interest
thereon at the Pass-Through Rate, as provided in the form of Class A
Certificate; and
(4) to any other permitted application of funds
in the Certificate Account.
The Reserve Fund will terminate when the Subordinated Amount has been
reduced to zero or upon termination of this Agreement pursuant to Section 9.01
or 14.01 hereof. Upon termination, all amounts remaining in the Reserve Fund
shall be distributed to the Class B Certificateholders in accordance with
-19-
their pro rata ownership thereof, and such amounts will not be subject to any
claims or rights of the Class A Certificateholders.]
Section 13.04. Monthly Statements to Certificateholders.
----------------------------------------
Prior or concurrently with each distribution from the Certificate
Account to the Class A Certificateholders made on a Distribution Date, the
Master Servicer shall cause to be forwarded by mail to each Certificateholder
and to the Trustee a statement setting forth:
(i) the amount of such distribution with respect to each Class of
Certificates;
(ii) the amount of such distribution allocable to principal on the
Contracts, separately identifying the aggregate amount of any Principal
Prepayments included therein;
(iii) the amount of such distribution allocable to interest on the
Contracts;
(iv) the aggregate amount of any Advances by the Servicers and the
Master Servicer included in the amounts actually distributed to the Class A
Certificateholders on the preceding Distribution Date;
(v) the amount of any withdrawal from the Reserve Fund pursuant to
Section 13.03(i) or Section 4.01 included in the amounts actually
distributed to the Class A Certificateholders on the preceding Distribution
Date;
(vi) the amount of servicing compensation received by the Servicers
and the Master Servicer with respect to the monthly period preceding the
related Distribution Date and such other customary information as the
Master Servicer deems necessary or desirable to enable Certificateholders
to prepare their tax returns;
(vii) the amount of Retained Yield and the Administrative Fee paid to
the Depositor;
(viii) the aggregate Principal Balance of the Contracts as of the
close of business on a date not earlier than the Due Date, after giving
effect to payments allocated to principal reported under (ii) above;
(ix) the number and aggregate Principal Balance of Contracts (1) more
than 30 days delinquent, (2) more than 60 days delinquent, and (3) in
foreclosure, as of
-20-
the close of business on a date not earlier than the Due Date;
(x) the book value of any collateral acquired through Repossession as
of the close of business on a date not earlier than the Due Date;
(xi) the Subordinated Amount as of a date not earlier than the Due
Date, expressed as a dollar amount and as a percentage of the aggregate
Principal Balance of the Contracts reported under (ix) above; and
(xii) the amount remaining in the Reserve Fund on the Distribution Date
after any withdrawal reported under (v) above.
In the case of information furnished pursuant to clauses (ii) through
(vii) above, the amounts shall be expressed as a dollar amount per Single
Certificate.
Upon reasonable advance notice in writing, the Master Servicer shall
provide to each Class A Certificateholder that is a savings and loan
association, bank or insurance company certain reports and access to information
and documentation regarding the Contracts sufficient to permit such Class A
Certificateholders to comply with applicable regulations of the Federal Home
Loan Bank Board or other regulatory authorities with respect to their investment
in the Class A Certificates; provided, however, that the Master Servicer shall
be entitled to be reimbursed by each such Class A Certificateholder for the
actual expenses incurred by the Master Servicer in providing such reports and
access.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (ii) through (vii) of this Section 13.04
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code as from time to time in effect.
Section 13.05. Statements to Class B Certificateholders.
---------------------------------------
On each Distribution Date the Master Servicer shall forward to each
Class B Certificateholder and to the Trustee a copy of the report forwarded to
the Class A Certificateholders on such Distribution Date and a statement setting
forth the amounts actually distributed to such Class B Certificateholder on such
-21-
Distribution Date and the amounts withheld and placed in the Reserve Fund on
such Distribution Date, together with such other information as the Master
Servicer deems necessary or appropriate. Within a reasonable period of time
after the end of each calendar year, the Master Servicer shall furnish to each
Person who at any time during the calendar year was a Class B Certificateholder
a statement containing the information provided pursuant to this Section 13.05
aggregated for such calendar year or applicable portion thereof during which
such Person was a Class B Certificateholder. Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code, as from time to time in force.
ARTICLE XIV.
OPTIONAL TERMINATION
Section 14.01. Repurchase at the Option of the [Depositor].
------------------------------------------
To the extent specified in Article XI, the Contracts included in the
Trust Fund shall be subject to repurchase at the option of the [Depositor] as
permitted herein on any Optional Termination Date at the Repurchase Price
specified herein.
[The Repurchase Price for any such Optional Termination shall be equal
to the lesser of (a) the aggregate Principal Balance of the Contracts as of the
date of repurchase, together with accrued and unpaid interest thereon at the
Pass-Through Rate through the last day of the month of such repurchase, plus the
Appraised Value of any property acquired in respect thereof, or (b) the fair
market value of the Contracts (as specified below).
For purposes of this Section 14.01, the fair market value of the
Contracts shall be deemed to be the aggregate market value of the Certificates
(determined, in the event that the Certificates are traded in the over-the-
counter securities market, by the most recent bid price for the Certificates in
such market, or, in the event that the Certificates are traded on a securities
exchange, by the average closing sale price for the Certificates on such
exchange for the last five trading days of such exchange immediately preceding
such repurchase or, in the event that the Certificates are not so traded, on the
basis of current prices of securities as determined by the latest bids made by
two dealers making a market in securities deemed by the Depositor and the
Trustee to be most comparable to the Certificates), plus accrued interest at the
Pass-Through Rate through the last day of the month of repurchase. The right of
the Depositor to repurchase the Contracts is conditioned upon the
-22-
Depositor's having previously given notice of termination as required by Section
14.02.]
Section 14.02. Procedure Upon Optional Termination.
-----------------------------------
(a) In case of any Optional Termination pursuant to Section 14.01,
the [Depositor] shall, at least 20 days prior to the Optional Termination Date
(unless a shorter period shall be satisfactory to the Trustee and the Master
Servicer), notify the Trustee and the Master Servicer of such Optional
Termination Date and of the Repurchase Price of the Contracts to be purchased.
(b) Any repurchase by the [Depositor] of the Contracts shall be made
on the Optional Termination Date by deposit of the Repurchase Price into the
Certificate Account on or before the Distribution Date on which such repurchase
is effected. Upon receipt by the Trustee of an Officer's Certificate of the
Master Servicer certifying as to the deposit of the Repurchase Price into the
Certificate Account, the Trustee and each co-trustee and separate trustee, if
any, then acting as such under this Agreement, shall, upon the request of the
[Depositor] and at the expense of the [Depositor], execute and deliver all such
instruments of transfer or assignment, in each case without recourse, as shall
be reasonably requested by the [Depositor] to vest title in the Contracts so
repurchased to the [Depositor] and shall transfer or deliver or shall cause the
applicable Custodian to transfer or deliver to the [Depositor] or its designee
the repurchased Contracts. Any distributions on the Contracts received by the
Trustee or the Master Servicer subsequent to the Optional Termination Date shall
be promptly remitted by it to the [Depositor].
(c) Notice of any Optional Termination pursuant to the provisions of
this Article XIV, specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Master Servicer by
first class mail to Holders of the Certificates mailed no earlier than the 15th
day and not later than the tenth day preceding the Optional Termination Date.
Such notice shall specify (A) the Distribution Date upon which final
distribution on the Certificates will be made upon presentation and surrender of
the Certificates at the office or agency of the Master Servicer therein
designated, (B) the amount of such final distribution and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, such
distribution being made only upon presentation and surrender of the Certificates
at the office or agency of the Master Servicer maintained for such purposes (the
address of which shall be set forth in such notice). The Master Servicer shall
give such notice to the Certificate Registrar at the time such notice is given
to Holders
-23-
of the Certificates. Upon deposit in the Certificate Account on the applicable
Distribution Date of an amount equal to the Repurchase Price pursuant to Section
14.01 and presentation and surrender of the Certificates, the Master Servicer
shall cause to be distributed to the Holders of Certificates an amount equal to
the Repurchase Price. Payments received by the Master Servicer with respect to
the Contracts in excess of the Repurchase Price, after giving effect to any
amounts to be retained or distributed by it pursuant to Section 3.12, and all
funds, if any, remaining in the Reserve Fund after allocation of funds to
Holders of Certificates, shall be promptly remitted by the Master Servicer to
the [Depositor].
ARTICLE XV.
MISCELLANEOUS
Section 15.01. Standard Terms.
--------------
The Standard Terms attached hereto is hereby incorporated herein by
reference, to the extent specified herein, and hereby forms a part of this
instrument with the same force and effect as if set forth in full herein. In
the event that any term or provision contained herein shall conflict or be
inconsistent with any term or provision contained in the Standard Terms, the
terms and provisions of this Reference Agreement shall govern.
Section 15.02. Ratification of Standard Terms.
------------------------------
As incorporated by reference into this Reference Agreement, the
Standard Terms is in all respects ratified and confirmed, and the Standard Terms
and this Reference Agreement shall be read, taken and construed as one and the
same instrument.
Section 15.03. Amendment.
---------
In addition to the amendments permitted by Section 10.01, this
Agreement may also be amended from time to time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
aggregating not less than 66% of the interest in the Trust Fund evidenced by
each Class of Certificates for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of the Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, delay the timing of, or change the manner in which payments received
on the Contracts are required to be distributed with respect to any
-24-
Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of the
Certificates, of any Class in a manner other than as described in (i) above
without the consent of the Holders of Certificates of such Class evidencing
Voting Rights aggregating not less than ___% of the Voting Rights evidenced by
all Certificates of such Class or (iii) reduce the aforesaid percentage of the
Certificates of any Class, the Holders of which are required to consent to any
such amendment without the consent of the Holders of all Certificates of such
Class affected thereby then Outstanding.
Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Section 15.04. Whole Class A Certificates.
--------------------------
In addition to the provisions for registration of transfer and
exchange of Certificates in Section 5.02 of the Standard Terms, like Percentage
Interests of Class A-1 Certificates and Class A-2 Certificates may be exchanged
for one or more Whole Class A Certificates having an undivided interest
determined by the matching Percentage Interests of the Class A-1 Certificates
and Class A-2 Certificates so exchanged, upon surrender of such Certificates to
be exchanged in accordance with Section 5.02 of the Standard Terms. For
purposes of subclause (ii) of the proviso to Section 15.03, Whole Class A
Certificates shall be treated as if they were not so exchanged.
Section 15.05. Counterparts.
------------
For the purpose of facilitating the recordation of this Reference
Agreement as herein provided and for other purposes, this Reference Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
Section 15.06. Governing Law.
-------------
This Reference Agreement shall be construed in accordance with and
governed by the substantive laws of the State of [______________] applicable to
a greements made and to be
-25-
performed in the State of [_________________] and the obligations, rights and
remedies of the parties hereto and the Certificateholders shall be determined in
accordance with such laws.
Section 15.07. Recordation of Agreement.
------------------------
This Reference Agreement is subject to recordation in all appropriate
public offices for records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Manufactured Homes are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer at the expense of the
Depositor, or upon direction by the Trustee, but only upon direction by the
Trustee accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of Certificateholders.
Section 15.08. Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Reference Agreement or of the Certificates or the rights of the Holders thereof.
-26-
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
ASSET BACKED SECURITIES CORPORATION,
as Depositor
By_____________________________
[SEAL]
ATTEST:
[NAME OF TRUSTEE],
as Trustee
By____________________________
[SEAL]
ATTEST:
[NAME OF MASTER SERVICER],
as Master Servicer
By___________________________
[SEAL]
ATTEST:
-00-
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this _____ day of __________________, 19__, before me personally
appeared ___________, to me known, who being by me duly sworn, did depose and
say that he resides at ________________, that he is the _________________ of
Asset Backed Securities Corporation, one of the corporations described in and
which executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.
__________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ______ day of ________________, before me personally appeared
_________________, to me known, who being by me duly sworn, did depose and say,
that he resides at ______________, that he is the ____________________ of
______________, the corporation described in and which executed the above
instrument; that he knows the seal of said banking corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said banking corporation; and that he signed
his name thereto by like order.
__________________________
Notary Public
[NOTARIAL SEAL]
-00-
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On this ______ day of ________________, before me personally appeared
_________________, to me known, who being by me duly sworn, did depose and say,
that he resides at ______________, that he is the ____________________ of [Name
of Master Servicer], one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.
__________________________
Notary Public
[NOTARIAL SEAL]
-29-
Exhibit A
(Form of Face of Class A - __ Certificate)
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS A-___, SERIES ___
Evidencing an undivided Percentage Interest in the Class A-__
Distribution Amount from a trust, consisting of certain manufactured housing
conditional sales contracts and installment loan agreements transferred by
ASSET BACKED SECURITIES CORPORATION
____________________
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ASSET BACKED
SECURITIES CORPORATION OR OF ANY OF ITS AFFILIATES EXCEPT AS SET FORTH HEREIN
AND IN THE AGREEMENT.
[THE AGGREGATE NOTIONAL AMOUNT OF THE CLASS A-2 CERTIFICATES IS EQUAL TO THE
UNPAID PRINCIPAL AMOUNT OF THE CLASS A-1 CERTIFICATES, BUT IS USED SOLELY FOR
PURPOSES OF DETERMINING INTEREST PAYMENTS AND CERTAIN OTHER RIGHTS AND
OBLIGATIONS OF HOLDERS OF CLASS A-2 CERTIFICATES AND DOES NOT REPRESENT ANY
INTEREST IN PRINCIPAL PAYMENTS OF THE CONTRACTS].
___________________
[The following information is provided solely for purposes of applying federal
income tax original issue discount ("OID") rules to this instrument:
OID:______%
ISSUE DATE:___________________, 19__
YIELD (ASSUMING NO PREPAYMENTS):______%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD: ______%
CUSIP:_____________
ISSUE PRICE: _____%]
No. _________________________ Denomination $__________
Aggregate Denom-
inations of all
Class A-__ Cer-
tificates $__________
A-1
First Distribution Final Scheduled
Date:___________, 19__ Distribution Date: _______
THIS CERTIFIES THAT ________ is the registered owner of the undivided
Percentage Interest obtained by dividing the Denomination of this Certificate
specified above by the aggregate Denominations of all Class A-__ Certificates
specified above in each Class A-__ Distribution Amount from the Trust Fund
referred to below consisting of certain manufactured housing conditional sales
contracts and installment loan agreements (the "Contracts") sold to the Trust by
the Asset Backed Securities Corporation (the "Depositor"), exclusive of a
portion of the interest payable on each Contract, the ownership of which has
been retained by the Depositor (the "Retained Yield"), and certain related
property transferred to the Trust by the Depositor. The Trust Fund was created
pursuant to the Standard Terms and Provisions of Pooling and Servicing dated as
of _____, 19__ (the "Standard Terms") and the Reference Agreement dated as of
______, 19__ (the "Reference Agreement" and, together with the Standard Terms,
the "Agreement"), each among the Depositor, _____________, as master servicer
(the "Master Servicer") and, ____________________, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereinbelow. The
aggregate Principal Balance of the Contracts included in the Trust Fund as of
_______, 19__ (the "Cut-off Date"), exclusive of payments due on or before such
date, was $__________. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate
and the Agreement set forth on the reverse hereof, which provisions shall for
all purposes have the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature,
A-2
this Certificate shall not be entitled to any benefit under the Agreement or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this certificate to be duly
executed under its corporate seal.
Date:
[Seal] [NAME OF TRUSTEE],
as Trustee
By______________________
[Title]
Attest
___________________________
Authorized Officer of
[Name of Trustee]
A-3
[Form of Certificate of Authentication]
THIS IS ONE OF THE CLASS A-__ CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT
[__________________________]
REGISTRAR
BY ________________________
AUTHORIZED OFFICER
A-4
(Form of Reverse of Class A-___ Certificate)
ASSET BACKED SECURITIES CORPORATION
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS A-___, SERIES ___
This Certificate is one of a duly authorized issue of Certificates of
Asset Backed Securities Corporation designated as its Conduit Manufactured
Housing Contract Pass-Through Certificates, Class A-___, Series ___ (the "Class
A-___ Certificates") issued under and subject to the terms, provisions and
conditions of the Agreement. Also issued under the Agreement are Certificates
designated as Conduit Manufactured Housing Contract Pass-Through Certificates,
Class A-___, Series ___ (the "Class A-___ Certificates" and, together with the
Class A-___ Certificates, the "Class A Certificates"), and Certificates
designated as Conduit Manufactured Housing Contract Pass-Through Certificates,
Class B, Series ___ (the "Class B Certificates") which are subordinated in right
of payment to the Class A Certificates to the extent of [the Subordinated
Amount,] as described herein and in the Agreement. (The Class A Certificates
and the Class B Certificates are hereinafter collectively referred to as the
"Certificates.") The aggregate Undivided Interest evidenced by all Class A
Certificates is ___% and the aggregate Undivided Interest evidenced by all Class
B Certificates is ___%. Reference is hereby made to the Agreement for a
statement of the respective rights thereunder of the Depositor, the Master
Servicer, the Trustee and the Holders of the Certificates and the terms upon
which the Certificates are authenticated and delivered.
This Certificate represents the Percentage Interest obtained by
dividing the Denomination set forth on the face hereof by the aggregate
Denominations of all Class A-___ Certificates in each Class A-___ Distribution
Amount from (i) the Contracts and the proceeds thereof payable after the Cut-off
Date, net of any amounts payable to the Depositor, the Master Servicer and the
Servicers in accordance with the provisions of the Agreement, (ii) the
Certificate Account and all amounts deposited therein pursuant to the applicable
provisions of the Agreement, net of the Retained Yield, the Administrative Fee
and amounts payable to the Servicers, the Master Servicer and the Depositor, as
provided in the Agreement, (iii) property acquired by repossession or otherwise
with respect to the Contracts and (iv) the interest of the Certificateholders in
the Performance Bond, [Alternative Credit Support,] and all proceeds thereof as
provided in the Agreement (such Contracts, funds, property and interests are
herein collectively called the "Trust Fund").
A-5
The Master Servicer shall distribute on the ___ day of each month or,
if such ___ day is not a Business Day, the Business Day immediately following
such ___ day (the "Distribution Date"), commencing ____________, 19__, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), an amount equal to the product of the
Percentage Interest evidenced by this Class A-___ Certificate and the Class A-
___ Distribution Amount. The Class A-___ Distribution Amount on any
Distribution Date shall be an amount equal to ___% of the portion of the
Required Distribution that is allocable to principal that is distributable with
respect to the Senior Interest as defined below, and ___% of the portion of the
Required Distribution that is allocable to interest that is distributable with
respect to the Senior Interest as defined below.
[Until the Subordinated Amount, as defined below, has been reduced to
zero, if the aggregate amount distributable on the Class A Certificates on any
Distribution Date, as described above and after giving effect to any Monthly
Advance, is less than the Required Distribution as defined below, the Master
Servicer shall distribute to the Class A Certificateholders all or such portion
of the amounts otherwise distributable on such Distribution Date to the Class B
Certificateholders as may be required to cover such shortage. If a shortage
remains, the Trustee shall, on or before such Distribution Date, transfer funds
to the Certificate Account from amounts deposited in the Reserve Fund required
to be maintained pursuant to Section 3.25 of the Agreement, in an amount equal
to such remaining shortage, or such lesser amount as is then on deposit in the
Reserve Fund.]
[The Required Distribution with respect to the Class A Certificates on
any Distribution Date shall be the sum of:
(i) the aggregate Undivided Interest evidenced by all Class A
Certificates (such aggregate Undivided Interest being the sum of the
aggregate Percentage Interests evidenced by the Class A-1 and Class A-2
Certificates in the Class A-1 Distribution Amount and Class A-2
Distribution Amount, respectively) (the "Senior Interest") in: (a) until
such time as the Subordinated Amount is reduced to zero, all scheduled
payments of principal and interest (including any advances thereof),
adjusted to a ___% Pass-Through Rate, which payments became due on the due
date to which such Distribution Date related (the "Due Date"), whether or
not such payments are actually received; and (b) after the Subordinated
Amount is reduced to zero, all payments of principal and interest, adjusted
to a ___% Pass-Through Rate, due on such Due Date or due, but not
previously received, since the time the
A-6
Subordinated Amount was reduced to zero, but only to the extent such
payments are actually received or advanced prior to the Determination Date;
(ii) the Senior Interest in all Principal Prepayments received during
the month prior to the month of distribution and interest at the Pass-
Through Rate to the end of the month in which such Principal Prepayments
occur;
(iii) the Senior Interest in the sum of (a) the outstanding Principal
Balance of each Contract or property acquired in respect thereof that was
repurchased pursuant to the Agreement or liquidated or repossessed during
the monthly period ending on the day prior to the Due Date to which such
distribution relates, calculated as of the date each such Contract was
repurchased, liquidated or repossessed, and (b) accrued but unpaid interest
on such principal balance, adjusted to the Pass-Through Rate, to the first
day of the month following the month of such repurchase, liquidation or
repossession.]
The Required Distribution will be distributed to the Class A
Certificateholders to the extent that there are sufficient eligible funds
available for distribution to such Class A Certificateholders on a Distribution
Date.
Funds eligible for such purpose with respect to each Distribution Date
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal (including Principal Prepayments, if any) and interest
on the Contracts, exclusive of the Retained Yield, subject at any time to the
Agreement, including any Liquidation Proceeds, received by the Master Servicer
after the Cut-off Date set forth on the face hereof, or received prior to the
Cut-off Date but due thereafter, and prior to the Determination Date except (a)
payments that were due and payable on or before the Cut-off Date; (b) Principal
Prepayments and Liquidation Proceeds and all proceeds of any Contracts or
property acquired in respect thereof repurchased pursuant to Sections [2.02,
2.04, 2.08 and 9.01] of the Agreement received during the month of distribution
and all related payments of interest representing interest for the month of
distribution or any portion thereof; (c) payments, other than Principal
Prepayments, that represent early receipt of scheduled payments of principal and
interest due on or after the first day of the month of distribution; (d) late
payments of principal or interest in respect of which there are any unreimbursed
Monthly Advances; (e) amounts representing reimbursement for certain losses and
expenses, all as described in the Agreement; (f) that portion of each payment of
interest on each Contract in excess of interest at the Pass-Through Rate set
forth above on the unpaid
A-7
principal balance of such Contract outstanding for the period for which such
payment was received; and (g) to the extent specified in the Agreement, that
portion of the Liquidation Proceeds of Contracts in excess of the unpaid
principal balances thereof and unpaid interest thereon; and (ii) the Monthly
Advance, if any, made by the Master Servicer for the related period. For the
purposes hereof, amounts received by the Master Servicer in connection with the
liquidation of Contracts through repossession, sale, deed in lieu of foreclosure
or otherwise shall be deemed to be payments on account of principal of
Contracts. Any amount in the Certificate Account after the Required
Distribution is made to the Class A Certificateholders will be paid to the
Holders of the Class B Certificates.
[All distributions of principal allocable to Class B
Certificateholders and not distributed to Class A Certificateholders pursuant to
the foregoing provisions hereof will be paid into the Reserve Fund until the
Reserve Fund has reached the Required Reserve, as defined in the Agreement, and
thereafter will be paid to the Class B Certificateholders except for any amounts
of principal required to be paid into the Reserve Fund to restore it to the
Required Reserve. The interests of the Class B Certificateholders in amounts so
deposited in the Reserve Fund, to the extent described below, are pledged to
secure the obligations of the Class B Certificateholders as described in the
Agreement and such amounts are available for distribution to the Class A
Certificateholders in the manner described above. The subordination of
distributions allocable to Class B Certificateholders is limited to the
Subordinated Amount, as defined in the Agreement, that decreases over time as
described in the Agreement and such subordination applies only to the extent set
forth herein and in the Agreement.
Distributions on this Certificate will be made by the Master Servicer
by check mailed to the address of the Holder hereof entitled thereto at the
address appearing in the Certificate Register or, if eligible for wire transfer
as set forth in Section [11.15] of the Agreement, by wire transfer in
immediately available funds or by such other means of payment as the Holder
hereof and the Master Servicer shall agree upon. Except as otherwise provided in
the Agreement, the final distribution on this Certificate will be made, in the
applicable manner described above, after due notice by the Master Servicer of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency designated in such notice.
As provided in the Agreement, deductions and withdrawals from the
Certificate Account may be made by the Master Servicer from time to time for
purposes other than distributions to the Certificateholders, such purposes
including payment of the Retained Yield and Administrative Fee to the
A-8
Depositor and reimbursement to the Master Servicer of Monthly Advances and of
certain expenses incurred by it.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Master Servicer, the Depositor and the Trustee and the rights of the Holders of
the Certificates under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing Voting Rights aggregating not less than ___% of the aggregate
Voting Rights of each Class of Certificates affected thereby; provided, however,
that no such amendment may, without the consent of the Holders of Certificates
evidencing 100% of the Voting Rights of each Class affected thereby, (i) reduce
in any manner the amount of, delay the timing of or change the manner in which
payments received on the contracts are required to be distributed in respect of
any Certificate of such Class or (ii) reduce the aforesaid percentage of
Certificates of each Class, the Holders of which are required to consent to any
such amendments. Any such consent by the Holder of this Certificate shall be
conclusive and binding upon such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the
Depositor, the Master Servicer and the Trustee to amend certain terms and
conditions set forth in the Agreement without the consent of Holders of the
Certificates issued thereunder.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register maintained by the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained for
that purpose by the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-___ Certificates of
authorized denominations and for the same aggregate Denomination and Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only in registered form in minimum
Denominations of $_______, and integral multiples of $__________ in excess
thereof, and one Certificate may be issued in such Denomination as may be
necessary to represent the remainder of the aggregate Principal Balance of the
Contracts on the Cut-off Date. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one
or more new Class A-___ Certificates of
A-9
authorized Denomination and Percentage Interest, as requested by the Holder
surrendering the same. As further provided in the Agreement, like Percentage
Interests of Class A-1 Certificates and Class A-2 Certificates may be exchanged
for one or more Whole Class A Certificates having an Undivided Interest
determined by the matching Percentage Interests of the Class A-1 Certificates
and Class A-2 Certificates so exchanged, upon surrender of such Certificates to
be exchanged.
No service charge will be made for such registrations, transfers or
exchanges, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. The Master
Servicer, the Certificate Registrar and the Trustee and any agent of the Master
Servicer, the Certificate Registrar or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Certificate Registrar nor the Trustee nor any
such agent thereof shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligation of the Master Servicer to provide for
payments to Certificateholders pursuant to the Agreement) shall terminate upon
the earlier of (a) the repurchase by the Depositor from the Trust Fund of all
Contracts remaining in the Trust Fund and all property acquired with respect
thereto and (b) the later of (i) the maturity or other liquidation of the last
Contract subject thereto and the disposition of all property acquired upon
repossession and (ii) the distribution to Certificateholders of all amounts in
the Certificate Account required to be distributed to them pursuant to the
Agreement. Any such purchase by the [Depositor] will be made in accordance with
Article [ ] of the Agreement. The exercise of such right will effect early
retirement of the Certificates.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
A-10
ASSIGNMENT
----------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, or
assignee)
the Percentage Interest in each Class A-___ Distribution Amount evidenced by the
within Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of a like
Denomination and Percentage Interest to the above named assignee and to deliver
such Certificate to the following address:______________________________________
________________________________________________________________________________
_____________________________________________________________
Dated:___________________
Social Security _________________________________________
or Other (signature must be signed as registered)
Tax Identification
No. of Assignee:
---------------------------- -------------------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Master Servicer:
Distribution shall be mailed by check to ___________ or, if made by
wire transfer in immediately available funds to
____________________________________________________________________ the account
of _______________________________________________, account number
_____________. This information is provided by ______________, the assignee
named above, or its agent.
A-11
EXHIBIT B
[Form of Face of Class B Certificate]
[THE OFFERING AND SALE OF THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE ON THE EXEMPTIONS
PROVIDED IN SECTIONS 4(2) AND 4(5) OF SUCH ACT. ANY RESALE OR OTHER TRANSFER OF
THIS CERTIFICATE MUST BE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
AN APPLICABLE EXEMPTION UNDER SUCH ACT, AND ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]
[LEGEND INSERT FOR REMIC RESIDUAL
TRANSFER RESTRICTIONS]
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS B, SERIES _____
evidencing an undivided interest in a trust fund consisting of certain
manufactured housing conditional sales contracts and installment loan agreements
transferred by
ASSET BACKED SECURITIES CORPORATION
--------------------------------------
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
ASSET BACKED SECURITIES CORPORATION OR OF ANY OF ITS AFFILIATES EXCEPT AS SET
FORTH HEREIN AND IN THE AGREEMENT.
[The following information is provided solely for purposes of applying
federal income tax original issue discount ("OID") rules to this instrument:
OID:____________
ISSUE DATE:______________, 199__
YIELD (ASSUMING NO REPAYMENTS):_________%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD:_________%
CUSIP: ______________
ISSUE PRICE: ______________%]
Denomination $_________________
B-1
First Distribution Final Scheduled
Date: _______, 199__ Distribution Date: __________
THIS CERTIFIES THAT ______________ is the registered owner of the
Undivided Interest obtained by dividing the Denomination set forth above by the
aggregate of the Principal Balances of the Contracts included in the Trust Fund
on the Cut-off Date, as defined below, in the Trust Fund referred to below
consisting of certain manufactured housing conditional sales contracts and
installment loan agreements (the "Contracts") sold to the Trust by Asset Backed
Securities Corporation (the "Depositor"), exclusive of a portion of the interest
payable on each Contract the ownership of which has been retained by the
Depositor (the "Retained Yield"), and certain related property transferred to
the Trust by the Depositor. The Trust Fund was created pursuant to the Standard
Terms and Provisions of Pooling and Servicing dated of ______________, 199___
(the "Standard Terms") and the Reference Agreement dated as of _____________,
199__ (the "Reference Agreement" and, together with the Standard Terms, the
Agreement") each among the Depositor, _______________________________________,
as master servicer (the "Master Servicer") and _________________________, as
trustee (the "Trustee," which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth herein below. The aggregate Principal Balance of the Contracts included
in the Trust Funds as of _______, 199__ (the "Cut-off Date"), exclusive of
payments due on or before such date, was $_________. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate
and the Agreement set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as though fully set forth at this
place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
B-2
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
Date:
[NAME OF TRUSTEE]
as Trustee
By:
______________________________
[Title]
[SEAL]
ATTEST
----------------------------
Authorized officer of
[Name of Trustee]
[Form of Certificate of Authentication]
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT
[________________________________]
REGISTRAR
By: _____________________________
AUTHORIZED OFFICER
B-3
[FORM OF REVERSE OF CLASS B CERTIFICATE]
ASSET BACKED SECURITIES CORPORATION
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS B, SERIES ______
This Certificate is one of a duly authorized issues of Certificates of
Asset Backed Securities Corporation designated as its Conduit manufactured
Housing Contract Pass-Through Certificates, Class B, Series ___ (the "Class B
Certificates") issued under and subject to the terms, provisions and conditions
of the Agreement. Also issued under the Agreement are Certificates designated
as Conduit Manufactured Housing Contract Pass-Through Certificates, Class A,
Series ___ (the "Class A Certificates") issued in two sub-classes (the "Class X-
0 Certificates" and the "Class A-2 Certificates"). The Class B Certificates are
subordinated in right of payment to the Class A Certificates to the extent of
the Subordinated Amount as described herein and in the Agreement. (The Class A
Certificates and the Class B Certificates are hereinafter collectively referred
to as the "Certificates.") The aggregate undivided interest evidenced by all
Class A Certificates is __% and the aggregate undivided interest evidenced by
all Class B Certificates is __%. Reference is hereby made to the Agreement for
a statement of the respective rights thereunder of the Depositor, the Master
Servicer, the Trustee and the Holders of the Certificates and the terms upon
which the Certificates are authenticated and delivered.
This Certificate represents the undivided interest obtained by
dividing the Denomination set forth on the face hereof by the aggregate of the
Principal Balances of the Contracts included in the Trust Fund on the Cut-off
Date in (i) the Contracts and the proceeds thereof payable after the Cut-off
Date, net of any amounts payable to the Depositor, the Master Servicer and the
Servicers in accordance with the provisions of the Agreement, (ii) the
Certificate Account and all amounts deposited therein pursuant to the applicable
provisions of the Agreement, net of the Retained Yield, the Administrative Fee
and amounts payable to the Servicers, the Master Servicer and the Depositor, as
provided in the Agreement, (iii) property acquired by repossession or otherwise
with respect to the Contracts and (iv) the interest of the Certificateholders in
the Performance Bond, and all proceeds thereof as provided in the Agreement
(such Contracts, funds, property and interest are herein collectively called the
"Trust Fund")
The Master Servicer shall distribute on the __ day of each month, or,
if such ___ day is not a Business Day, the
B-4
Business Day immediately following such ___ day (the "Distribution Date"),
commencing on _______, 199 , to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), an
amount equal to the product of the Undivided Interest evidenced by this
Certificate and the aggregate of (i) all previously undistributed payments or
other receipts on account of principal (including Principal Prepayments, if any)
and interest on the Contracts, exclusive of the Retained Yield, subject at any
time to the Agreement, including any Liquidation Proceeds, received by the
Master Servicer after the Cut-off Date set forth on the face hereof, or received
prior to the Cut-off Date but due thereafter, and prior to the Determination
Date except: (a) payments that were due and payable on or before the Cut-off
Date; (b) Principal Prepayments and Liquidation Proceeds and all proceeds of any
Contracts or property acquired in respect thereof repurchased pursuant to
Sections 2.02, 2.04, 2.08 and 9.01 of the Agreement received during the month of
distribution and all related payments of interest representing interest for the
month of distribution or any portion thereof; (c) payments, other than Principal
Prepayments, that represent early receipt of scheduled payments of principal and
interest due on or after the first day of the month of distribution; (d) late
payments of principal or interest in respect of which there are any unreimbursed
Monthly Advances; (e) amounts representing reimbursement for certain losses and
expenses, all as described in the Agreement; (f) that portion of each payment of
interest on each Contract in excess of interest at the Pass-Through Rate set
forth above on the unpaid principal balance of such Contract outstanding for the
period for which such payment was received; and (g) to the extent specified in
the Agreement, that portion of the Liquidation Proceeds of Contracts in excess
of the unpaid principal balances thereof and unpaid interest thereon; and (ii)
the Monthly Advance, if any, made by the Master Servicer for the related period.
For the purposes hereof, amounts received by the Master Servicer in connection
with the liquidation of Contracts through repossession, sale or otherwise shall
be deemed to be payments on account of principal of Contracts.
As provided in the Pooling and Servicing Agreement, distributions
otherwise payable to the Holders of the Class B Certificates are subordinated to
the rights of the Class A Certificateholders to receive amounts due them to the
extent of the Subordinated Amount as defined in the Agreement. To the extent
such distributions otherwise payable to the Holders of the Class B Certificates
on any Distribution Date are not needed to cover any shortage with respect to
the Class A Certificates, the portion of such distributions representing
principal on the Contracts shall be deposited in the Reserve Fund established
pursuant to Section [ ] of the Agreement to permit the Reserve Fund to attain
and maintain the Required Reserve as specified in
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the Agreement, and may be released to the Holders of the Class B Certificates,
if at all, only in accordance with the provisions of the Agreement. Holders of
Class B Certificates are not required to refund any amounts that have previously
been properly distributed to them.
Distributions on this Certificate will be made by the Master Servicer
by check mailed to the address of the Holder hereof entitled thereto at the
address appearing in the Certificate Register or, if eligible for wire transfer
as set forth in Section [11.15] of the Agreement, by wire transfer in
immediately available funds or by such other means of payment as the Holder
hereof and the Master Servicer shall agree upon. Except as otherwise provided in
the Agreement, the final distribution on this Certificate will be made, in the
applicable manner described above, after due notice by the Master Servicer of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency designated in such notice.
As provided in the Agreement, deductions and withdrawals from the
Certificate Account may be made by the Master Servicer from time to time for
purposes other than distributions to the Certificateholders, such purposes
including payment of the Retained Yield and Administrative Fee to the Depositor
and reimbursement to the Master Servicer of Monthly Advances and of certain
expenses incurred by it.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Master Servicer, the Depositor and the Trustee and the rights of the Holders of
Certificates under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing Voting Rights aggregating not less than _% of the aggregate Voting
Rights of each Class of Certificates affected thereby; provided, however, that
no such amendment may, without the consent of the Holders of Certificates
evidencing __% of the Voting Rights of each Class affected thereby, (i) reduce
in any manner the amount of, delay the timing of or change the manner in which
payments received on Contracts are required to be distributed in respect of any
Certificate of such Class, or (ii) reduce the aforesaid percentages of
Certificates of each Class, the Holders of which are required to consent to any
such amendments. Any such consent by the Holder of this Certificate shall be
conclusive and binding upon such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the
Depositor, the Master Servicer and the Trustee to amend certain terms and
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conditions set forth in the Agreement without the consent of Holders of the
Certificates issued thereunder.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register maintained by the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained for
that purpose by the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate Denomination and undivided
interest will be issued to the designated transferee or transferees.
[Additional restrictions to be set forth here]
The Certificates are issuable only in registered form in minimum
Denominations of $_____ and integral multiples of $___ in excess thereof, and
one Certificate may be issued in such Denomination as necessary to represent the
remainder of the aggregate Principal Balance of the Contracts on the Cut-off
Date. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for one or more new Class B
Certificates of authorized denominations evidencing a like aggregate
Denomination and Undivided Interest, as requested by the Holder surrendering the
same.
No service charge will be made for such registrations, transfers or
exchanges, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. The Master
Servicer, the Certificate Registrar and the Trustee and any agent of the Master
Servicer, the Certificate Registrar or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Certificate Registrar nor the Trustee nor any
such agent thereof shall be affected by notice of the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligation of the Master Servicer to provide for
payments to Certificateholders pursuant to the Agreement) shall terminate upon
the earlier of (a) the repurchase by the [Depositor] from the Trust Fund of all
Contracts remaining in the Trust Fund and all property acquired with respect
thereto and (b) the later of (i) the maturity or other liquidation of the last
Contract subject thereto and the disposition of all property acquired upon
repossession and (ii) the distribution to Certificateholders of all amounts in
the Certificate Account required to be distributed to them pursuant to the
Agreement. Any such purchase by the [Depositor] will be made in accordance
with Article [XIV] of the Agreement. The
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exercise of such right will effect early retirement of the Certificates.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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ASSIGNMENT
----------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, or
assignee)
the Undivided Interest in the Trust Fund evidenced by the within Certificate and
hereby authorize(s) the transfer of registration of such interest to the
assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of a like
Denomination and Undivided Interest to the above-named assignee and to deliver
such Certificate to the following
address:_________________________________________________________
_________________________________________________________________
_________________________________________________________________
Dated:___________
________________________________
Social Security or Other Signature by or on behalf of
Tax Identification No. of assignor (signature must be signed
Assignee: as registered)
__________________________ ___________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Master Servicer:
Distribution shall be made by wire transfer in immediately available
funds to _______________________________________________________________________
________________________________________________________________________________
___________________ the account of _______________________________________,
account number __________, or, if mailed by check, to _____________. This
information is provided by ___________, the assignee named above, or
___________________, its agent.
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