EXHIBIT 4.3.2
VERSION A
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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
CERTAIN STANDARD TERMS AND CONDITIONS
OF POOLING AND SERVICING
Dates as of , 199__
__________________________________
Conduit Manufactured Housing Contract
Pass-Through Certificates, Series ___
___% Pass-Through Rate
TABLE OF CONTENTS
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Section 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....... 7
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. Pool Insurance Policy................... 8
SECTION 11.18. Special Hazard Insurance Policy......... 9
SECTION 11.19. Performance Bon......................... 9
SECTION 11.20. Warranty and Servicing Agreements....... 9
SECTION 11.21. Custodial Agreements.................... 9
SECTION 11.22. Retained Yield; Administrative Fee;
Servicing Compensation.................. 9
SECTION 11.23. Cut-off Date............................ 9
SECTION 11.24. Certificate Registrar................... 9
SECTION 11.25. Authenticating Agent.................... 10
SECTION 11.26. Paying Agent............................ 10
[SECTION 11.27. Limited Guarantor....................... 10
SECTION 11.28. Limited Guarantee and Guarantee Amount.. 10
SECTION 11.29. Limited Guarantee Fee................... 10
[SECTION 11.30. Applicability of Certain Provisions of
Standard Terms.......................... 10
ARTICLE XII.
DEFINITIONS
APR................................................................ 10
Administrative Fee................................................. 10
Agreement.......................................................... 10
Authenticating Agent............................................... 11
Certificate........................................................ 11
i
Certificate Registrar.............................................. 11
Certificateholder.................................................. 11
Contracts.......................................................... 11
Contract Schedule.................................................. 11
Deleted Contract................................................... 11
Delivery Date...................................................... 11
Denomination....................................................... 11
Distribution Date.................................................. 11
Due Date........................................................... 11
[Insurance Policy.................................................. 11
Insurer............................................................ 11
Optional Termination............................................... 11
Optional Termination Date.......................................... 11
Pass-Through Rate.................................................. 12
[Performance Bond.................................................. 12
Pool Insurance Policy.............................................. 12
Repurchase Price................................................... 12
Retained Yield..................................................... 12
Single Certificate................................................. 12
Special Hazard Insurance Policy.................................... 12
Special Hazard Insurer............................................. 12
Substitute Contract................................................ 12
Trust Fund......................................................... 13
Voting Rights...................................................... 13
ARTICLE XIII.
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 13.01. Certificate Account......................... 13
SECTION 13.02. Distributions............................... 13
SECTION 13.03. Monthly Statements to
Certificateholders.......................... 14
ARTICLE XIV.
OPTIONAL TERMINATION
SECTION 14.01. Repurchase at the Option of the
[Depositor]........................................ 15
SECTION 14.02. Procedure Upon Optional Termination................ 16
ARTICLE XV.
MISCELLANEOUS
SECTION 15.01. Standard Terms................................... 17
SECTION 15.02. Ratification of Standard Terms................... 17
SECTION 15.03. Amendment........................................ 17
SECTION 15.04. Counterparts..................................... 18
SECTION 15.05. Governing Law.................................... 18
SECTION 15.06. Recordation of Agreement......................... 18
SECTION 15.07. Severability of Provisions....................... 19
ii
EXHIBITS
Form of Class A Certificate........................................ A-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 herein, 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 this 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. 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:
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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-Thorough Certificates, Series ____, ___%
Pass-Through Rate (the "Certificates").
SECTION 11.02. Conveyance of Trust Fund; Issuance of
-------------------------------------
Certificates.
------------
In exchange for the Certificates, the Depositor hereby sells,
transfers, assigns, delivers, sets over and otherwise conveys 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 11.22) 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) property that secured
a Contract and has been acquired by Repossession, (c) the Insurance Policies, if
any, relating to the Contracts, (d) [the Performance Bond and the proceeds
thereof, as provided in Section 3.17, (e)] the Depositor's rights under the
Warranty and Servicing Agreements with respect to the Contracts, (f) 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 11.22, 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
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 above for the
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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 Sections 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
------------------
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 a 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 the 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 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 of 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, Special Hazard Insurance Policy and Pool
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Insurance Policy. The Performance Bond, the Special Hazard Insurance Policy and
----------------
the Pool Insurance Policy.
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(4) Officers' Certificate of Insurers. An Officers' Certificate of
---------------------------------
the Pool Insurer, to the effect that the Pool Insurance Policy is in full force
and effect, subject to its terms and conditions, with respect to the Contracts
specified in such Officers' Certificate, an Officers' Certificate of the Special
Hazard Insurer, to the effect that the Insurance Policy issued by such Insurer
is in full force and effect, subject to its terms and conditions, with respect
to the Contracts and an 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 Insurers. An Opinion of Counsel for each
-------------------------------
Insurer dated the Delivery Date, to the effect that:
(a) the Insurer 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
Insurance Policy issued by such Insurer 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 Insurance Policy;
(b) the execution, delivery and performance by the Insurer of the
Insurance Policy issued by such Insurer has been duly authorized by all
necessary corporate action on the part of the Insurer, and under present law
does not and will not contravene any law or governmental regulation or order
presently binding on the Insurer or the charter or the by-laws of the Insurer or
contravene any provision of or constitute a default under any indenture,
contract or other instrument to which the Insurer is a party or by which the
Insurer is bound;
(c) the execution, delivery and performance by the Insurer of the
Insurance Policy issued by such Insurer 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 Insurance Policy issued by such Insurer has been duly issued
and constitutes a legal, valid and binding agreement of the Insurer, enforceable
against the Insurer 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.
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(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:
(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 as 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 hereby;
the execution, delivery 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; an d
(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.
-------------
A Single Certificate will be issued in a minimum denomination of
$____________. The Certificates will be issued in fully registered form only 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 $__________.
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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 Article XIII and in the forms of the Certificates.
SECTION 11.07. Place and Notice for Final Distribution on
------------------------------------------
Certificates.
------------
(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 Master Servicer 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 11.08. Pass-Through Rate.
-----------------
The Pass-Through Rate is _____%.
SECTION 11.09. Distribution Dates.
------------------
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 Contract Schedule attached hereto as
Schedule I.
SECTION 11.12. Forms Generally.
---------------
The Certificates and the Certificate Registrar's certificate of
authentication shall be in substantially the forms set forth in Exhibit A
hereto, 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,
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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 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 Contracts 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 in the manner and subject to the
conditions set forth in Section 2.07.
SECTION 11.15. Wire Transfer Eligibility.
-------------------------
The minimum Denomination eligible for wire transfer on each
Distribution Date is $____________.
SECTION 11.16. Required Rating.
---------------
The Certificates shall have been rated " " by
__________________________________.
SECTION 11.17. Pool Insurance Policy.
---------------------
A specimen of the Pool Insurance Policy with respect to the Contracts,
naming the Trustee as loss payee, is attached as hereto as Exhibit [ ]. The
Pool Insurer is _________________, a _______________ corporation.
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SECTION 11.18. Special Hazard Insurance Policy.
-------------------------------
A specimen of the Special Hazard Insurance Policy with respect to the
Contracts, naming the Trustee as loss payee, is attached as Exhibit [ ] hereto.
The Special Hazard Insurer is _______________________, a ____________
corporation.
SECTION 11.19. Performance Bond.
----------------
A specimen of the Performance Bond is attached as Exhibit [ ] hereto.
The Performance Bond has been issued by ____________________, a
_______________________ corporation.
SECTION 11.20. 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 11.21. Custodial Agreements.
--------------------
The Custodial Agreements with respect to the Contracts included in the
Trust Fund are listed on Schedule [ ] hereto.
SECTION 11.22. 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 11.23. Cut-off Date.
------------
The Cut-off Date is ___________, 199__.
SECTION 11.24. Certificate Registrar.
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The Certificate Registrar is the Trustee.
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SECTION 11.25. Authenticating Agent.
--------------------
The Authenticating Agent is the Trustee.
SECTION 11.26. Paying Agent.
------------
The Paying Agent is the Master Servicer.
[SECTION 11.27. Limited Guarantor.
-----------------
The Limited Guarantor is ____________________.
SECTION 11.28. Limited Guarantee and Guarantee Amount.
--------------------------------------
[Relevant description and amounts to be provided.]
SECTION 11.29. Limited Guarantee Fee.
---------------------
The Limited Guarantee Fee is ____________________.]
[SECTION 11.30. Applicability of Certain Provisions of
--------------------------------------
Standard Terms.
--------------
The provisions of Section 2.03(b) shall be applicable to the
Certificates; the provisions of Sections 3.23 and 3.24 shall not be applicable
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 annual 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.
Agreement: The Standard Terms and Provisions of Pooling and
----------
Servicing together with this Reference Agreement, and all amendments and
supplements hereto.
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Authenticating Agent: The authenticating agent specified in Section
--------------------
11.26.
Certificate: Any one of the Certificates executed by or on behalf
------------
of the Depositor and authenticated by or on behalf of the Trustee in
substantially the form set forth in Exhibit A hereto.
Certificate Registrar: The registrar appointed and identified in
---------------------
Section 11.25.
Certificateholder: The registered holder of a Certificate.
-----------------
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 Denominations of the Certificates being
equal to the aggregate of the Principal Balances of the Contracts on the Cut-off
Date, exclusive of principal payments due and payable on or before such date.
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.
[Insurance Policy: Any one of the Pool Insurance Policy or Special
----------------
Hazard Insurance Policy.]
Insurer: Any one of the Pool Insurer, the Special Hazard Insurer and
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the issuer of the Performance Bond, as the context may require.
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.
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Pass-Through Rate: The annual rate of interest set forth on the face
------------------
of the Certificates. Any monthly remittance of interest at such rate shall be
based upon annual interest at such rate on the Principal Balance of the related
Contract divided by twelve.
[Performance Bond: The performance letter issued by __________, a
----------------
specimen of which is attached hereto as Exhibit ___.
Pool Insurance Policy: The policy of pool credit insurance, naming
----------------------
the Trustee as loss payee, a specimen of which is attached hereto as Exhibit ___
or any replacement policy therefor obtained pursuant to Section [3.13].
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.
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.
Single Certificate: A Certificate issued in a minimum Denomination of
------------------
$_________ as set forth in Section [11.04].
Special Hazard Insurance Policy: The policy of special hazard
--------------------------------
insurance, naming the Trustee as loss payee, a specimen of which is attached as
Exhibit ___ to this Agreement or any replacement policy obtained pursuant to
Section [3.14].
Special Hazard Insurer: The insurer named in Article XI or the named
-----------------------
insurer in any replacement policy obtained pursuant to Section [3.14].
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 case of a substitution of more than one Contract for a Deleted Contract, an
aggregate Outstanding Principal Balance], not in excess of the Outstanding
Principal Balance of the Deleted Contract [and not less than _____% of
Outstanding 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
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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 and 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 foreclosure or deed in lieu of foreclosure, (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, the Pool Insurance
Policy, the Special Hazard Insurance Policy 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.
Voting Rights: The portion of the aggregate voting rights of all the
--------------
Certificates, evidenced by a Certificate, which is obtained by dividing the
Denomination of such Certificate by the aggregate Denominations of all of the
Certificates.
ARTICLE XIII.
PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
SECTION 1.131. 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]. 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 1.132. Distributions.
-------------
Subject to Sections [9.01 and 14.02] 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
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Certificateholder. 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. Monthly Statements to
---------------------
Certificateholders.
------------------
Prior to or concurrently with each distribution from the Certificate
Account to the 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 representing principal on the
Contracts, separately identifying the aggregate amount of any Principal
Prepayments included therein, and the portion of such distribution, if any,
representing a Monthly Advance of principal;
(ii) the amount of such distribution representing interest on the
Contracts and the portion of such distribution, if any, representing a Monthly
Advance of interest;
(iii) 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;
(iv) the amount of Retained Yield and the Administrative Fee paid to
the Depositor;
(v) the aggregate Principal Balance of the Contracts on the Due Date
of the month of such distribution, after giving effect to payments on the
Contracts due on the Due Date and distributed to Certificateholders on the
Distribution Date;
(vi) the book value of any collateral acquired on behalf of
Certificateholders through Repossession or otherwise of any Manufactured Home;
-14-
(vii) 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 the close of business on a date not earlier than the Due Date;
and
(viii) the amount of coverage remaining under the Pool Insurance
Policy and the Special Hazard Insurance Policy after giving effect to any amount
with respect thereto distributed to Certificateholders on the Distribution Date.
In the case of information furnished pursuant to clauses (i) through
(iv) 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 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 Certificateholders to comply
with applicable regulations of the Federal Home Loan Bank Board or other
regulatory authorities with respect to their investment in the Certificates;
provided, however, that the Master Servicer shall be entitled to be reimbursed
-------- -------
by such Certificateholders 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 (i) through (iv) of this Section 13.03
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.
ARTICLE XIV.
OPTIONAL TERMINATION
SECTION 14.04. 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.
-00-
[Xxx Xxxxxxxxxx Price for any such Optional Termination shall be equal
to 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. The right of the
[Depositor] to repurchase the Contracts is conditioned on the [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 date notice is to be mailed to
the Certificateholders (unless a shorter period shall be satisfactory to the
Master Servicer and the Trustee), notify the Master Servicer and the Trustee of
such Optional Termination Date, and of the Repurchase Price of the Contracts to
be repurchased.
(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 Officers' 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 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 10th day preceding the Optional Termination Date.
Such notice shall specify (A) the Distribution Date upon which final
distribution on the Certificates will the 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
-16-
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 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 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], 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 be amended from time to time by the Depositor, the Master Servicer
and the Trustee with the consent of the Holders of Certificates evidencing, in
the aggregate, not less than 66% of the Voting Rights of all the 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 may, without the consent of the Holders of Certificates
evidencing 100% of the Voting Rights of the Certificates: (i) reduce in any
manner the amount of, delay the timing of or change the manner in
-17-
which payments received on Contracts are required to be distributed with respect
to any Certificate, or (ii) reduce the aforesaid percentages of Certificates,
the Holders of which are required to consent to any such amendments.
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. 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 15.05. Governing Law.
-------------
This Reference Agreement shall be construed in accordance with and
governed by the substantive laws of the [State of ____________________]
applicable to agreements made and to be performed in the [State of
_______________] and the obligations, rights and remedies of the parties hereto
and of the Certificateholders shall be determined in accordance with such laws.
SECTION 15.06. 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 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.
-18-
SECTION 15.07. 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.
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 __________, 199__, 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 __________ )
) ss.:
COUNTY OF ________ )
On this __________ day of __________, 199__, 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 __________, 199__, 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]
-21-
EXHIBIT A
[Form of Face of Certificate]
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS
SET FORTH HEREIN; ACCORDINGLY, THE UNPAID PRINCIPAL BALANCE OF THE CONTRACTS AT
ANY TIME MAY BE LESS THAN THE PRINCIPAL AMOUNT SET FORTH ON THIS CERTIFICATE.
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.
CONDUIT MANUFACTURED HOUSING CONTRACT PASS-THROUGH CERTIFICATES,
SERIES ____
_______% PASS-THROUGH RATE
evidencing an undivided interest in a trust fund consisting of certain
manufactured housing conditional sales contracts and installment sales
agreements transferred by
ASSET BACKED SECURITIES CORPORATION [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 PREPAYMENTS): ____%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD: ___%
CUSIP: ______________
ISSUE PRICE: ___________%]
Certificate No. ___________ $__________ DENOMINATION
First Distribution Final Scheduled
Date: _____, 199___ Distribution Date: __________, 199__
THIS CERTIFIES THAT ___________________ is the registered owner of the
pro rata undivided interest obtained by dividing the Denomination set forth
above by the aggregate Denominations of all the Certificates in the Trust Fund
referred to below consisting of certain manufactured housing conditional sales
contracts and installment sales 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 as 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 hereinbelow. The aggregate Principal Balance of
the Contracts included in the Trust Fund 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 trough 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.
-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 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED AGREEMENT
[________________________________]
REGISTRAR
By _____________________________
AUTHORIZED OFFICER
-3-
(FORM OF REVERSE OF CERTIFICATE]
ASSET BACKED SECURITIES CORPORATION
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES, SERIES _____
_____% PASS-THROUGH RATE
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, Series ___, ___% Pass-Through Rate
(the "Certificates") issued under and subject to the terms, provisions and
conditions of the Agreement. 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 Denominations of all Certificates 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 [Pool
Insurance Policy, the Performance Bond, Special Hazard Insurance Policy,
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").
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 __________ _____, 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 in the Trust Fund 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 as set forth on the face hereof, or received on or 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
-4-
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, 2.05 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 Contacts.
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 final 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
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
-5-
evidencing Voting Rights aggregating not less than 66% of the Voting Rights of
all the Certificates; provided, however, that no such amendment may, without the
consent of the Holders of all Certificates then outstanding, (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, or (ii) reduce the aforesaid percentages of Certificates, 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 on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the Master Servicer, the Depositor 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 Certificates of authorized
denomina tions and for the same aggregate Denomination and undivided 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 Certificates of authorized Denominations evidencing a like aggregate
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 to the contrary.
-6-
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 at a price equal
to the aggregate outstanding Principal Balance of the Contracts as of the date
of repurchase, together with accrued and unpaid interest thereon at the Pass-
Through Rate to the last day of the month of such repurchase, plus the appraised
value of any property acquired in respect thereof. The Agreement permits, but
does not require, the [Depositor] to make such purchase on any Distribution
Date, subject to the condition that the aggregate Principal Balance of the
Contracts at the time of purchase is less than __% of the aggregate Principal
Balance of the Contracts on the Cut-off Date. 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.
-7-
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 in the Trust Fund to the above names
assignee and to deliver such Certificate to the following address:
______________________________________________________________________________
______________________________________________________________________________
Dated: _________
Social Security or _________________________________
other Tax Identifi- Signature by or on behalf of assignor
cation No. of Assignee: (signature must be signed as registered)
_________________________ ______________________________
Signature Guaranteed
-8-
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Master Servicer;
Distribution shall be made by the 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.
-9-
Schedule I
CONTRACT SCHEDULE
[Each Contract shall be identified by loan number, address of the
Manufactured Home and name of the Obligor. The following details shall be set
forth as to each Contract: (i) the Principal Balance at the time of its
origination, (ii) the adjusted Principal Balance as of the Cut-off Date, (iii)
the APR, (iv) the scheduled monthly payment of principal and interest, (v) the
first payment date, (vi) the original term, (vii) the Contract Loan-to-Value
Ratio at origination and (viii) the Retained Yield.]
