Execution Copy
EXHIBIT 4.1
GREENPOINT CREDIT, LLC,
CONTRACT SELLER AND SERVICER,
and
BANK ONE, NATIONAL ASSOCIATION,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of Xxxxx 0, 0000
XxxxxXxxxx Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................................... 1
Section 1.01 Terms....................................................................................................... 1
Section 1.02 Construction................................................................................................ 30
ARTICLE II CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES....................................................... 30
Section 2.01 Conveyance of Contracts..................................................................................... 30
Section 2.02 Filing and Assignment, Name Change or Relocation............................................................ 31
Section 2.03 Acceptance by Trustee....................................................................................... 32
Section 2.04 Certificate Ratings......................................................................................... 33
Section 2.05 Representations and Warranties Regarding the Servicer....................................................... 33
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer...................................................... 34
Section 2.07 Authentication and Delivery of Certificates................................................................. 34
Section 2.08 Covenants of the Servicer................................................................................... 35
Section 2.09 Covenants of the Contract Seller............................................................................ 35
ARTICLE III. REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER......................................................... 35
Section 3.01 Representations and Warranties of the Contract Seller....................................................... 35
Section 3.02 Representations and Warranties Regarding Each Contract...................................................... 36
Section 3.03 Representations and Warranties Regarding the Contracts in the
Aggregate........................................................................................................ 40
Section 3.04 Representations and Warranties Regarding the Contracts...................................................... 41
Section 3.05 Repurchases of Contracts or Substitution of Contracts for Breach of
Representations and Warranties................................................................................... 42
Section 3.06 General..................................................................................................... 45
ARTICLE IV ADMINISTRATION AND SERVICING OF CONTRACTS..................................................................... 45
Section 4.01 Responsibility for Contract Administration and Servicing.................................................... 45
Section 4.02 Standard of Care............................................................................................ 45
Section 4.03 Records..................................................................................................... 46
Section 4.04 Inspection.................................................................................................. 46
Section 4.05 Establishment of and Deposits in Certificate Account........................................................ 46
Section 4.06 Payment of Taxes............................................................................................ 47
Section 4.07 Enforcement................................................................................................. 48
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TABLE OF CONTENTS
(continued)
Page
Section 4.08 Transfer of Certificate Account............................................................................. 49
Section 4.09 Maintenance of Hazard Insurance Policies.................................................................... 49
Section 4.10 Fidelity Bond and Errors and Omissions Insurance............................................................ 50
Section 4.11 Collections under Hazard Insurance Policies, Consent to Transfers of
Manufactured Homes, Assumption Agreements........................................................................ 51
Section 4.12 Realization upon Defaulted Contracts........................................................................ 52
Section 4.13 Costs and Expenses.......................................................................................... 52
Section 4.14 Trustee to Cooperate........................................................................................ 52
Section 4.15 Servicing and Other Compensation............................................................................ 53
Section 4.16 Custody of Contracts........................................................................................ 53
Section 4.17 REMIC Compliance............................................................................................ 55
Section 4.18 Management of REO Property.................................................................................. 60
Section 4.19 Reports to the Securities and Exchange Commission........................................................... 62
Section 4.20 Annual Statement as to Compliance........................................................................... 62
Section 4.21 Annual Independent Public Accountants' Servicing Report..................................................... 62
Section 4.22 Retitling of Land Home Contracts............................................................................ 63
ARTICLE V PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS................................................................ 63
Section 5.01 Monthly Advances by the Servicer............................................................................ 63
Section 5.02 Payments.................................................................................................... 64
Section 5.03 Permitted Withdrawals from the Certificate Account.......................................................... 68
Section 5.04 Monthly Reports............................................................................................. 69
Section 5.05 Certificate of Servicing Officer............................................................................ 73
Section 5.06 Other Data.................................................................................................. 73
Section 5.07 Statements to Certificateholders............................................................................ 73
Section 5.08 LOCs; Draw Amounts; Spread Account.......................................................................... 75
Section 5.09 2000-2 Reserve Account, Reserve Account..................................................................... 76
ARTICLE VI THE CERTIFICATES.............................................................................................. 77
Section 6.01 The Certificates............................................................................................ 77
Section 6.02 Certificate Register; Registration of Transfer and Exchange of
Certificates..................................................................................................... 78
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TABLE OF CONTENTS
(continued)
Page
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................................... 82
Section 6.04 Persons Deemed Owners....................................................................................... 82
Section 6.05 Access to List of Certificateholders' Names and Addresses................................................... 82
Section 6.06 Global Certificates......................................................................................... 83
Section 6.07 Notices to Depository....................................................................................... 84
Section 6.08 Definitive Certificates..................................................................................... 84
ARTICLE VII THE CONTRACT SELLER AND THE SERVICER.......................................................................... 84
Section 7.01 Liabilities to Obligors..................................................................................... 84
Section 7.02 Servicer's Indemnities...................................................................................... 85
Section 7.03 Operation of Indemnities.................................................................................... 85
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer.............................................. 85
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer and Others..................................... 85
Section 7.06 Assignment by Servicer...................................................................................... 86
Section 7.07 Successor to the Servicer................................................................................... 86
ARTICLE VIII EVENTS OF DEFAULT............................................................................................. 88
Section 8.01 Events of Default........................................................................................... 88
Section 8.02 Waiver of Defaults.......................................................................................... 89
Section 8.03 Trustee to Act, Appointment of Successor.................................................................... 89
Section 8.04 Notification to Certificateholders.......................................................................... 90
Section 8.05 Effect of Transfer.......................................................................................... 90
Section 8.06 Transfer of the Account..................................................................................... 90
ARTICLE IX CONCERNING THE TRUSTEE........................................................................................ 91
Section 9.01 Duties of Trustee........................................................................................... 91
Section 9.02 Certain Matters Affecting the Trustee....................................................................... 92
Section 9.03 Trustee not Liable for Certificates or Contracts............................................................ 93
Section 9.04 Trustee May Own Certificates................................................................................ 93
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and
Certificate of Administrator..................................................................................... 93
Section 9.06 Eligibility Requirements for Trustee........................................................................ 94
Section 9.07 Resignation and Removal of the Trustee...................................................................... 94
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TABLE OF CONTENTS
(continued)
Page
Section 9.08 Successor Trustee........................................................................................... 95
Section 9.09 Merger or Consolidation of Trustee.......................................................................... 96
Section 9.10 Appointment of Co-Trustee or Separate Trustee............................................................... 96
Section 9.11 Appointment of Office or Agency............................................................................. 97
Section 9.12 Certificate Administrator................................................................................... 97
Section 9.13 Appointment of Paying Agent................................................................................. 98
Section 9.14 Determination of LIBOR...................................................................................... 98
ARTICLE X TERMINATION................................................................................................... 98
Section 10.01 Termination................................................................................................ 98
ARTICLE XI MISCELLANEOUS PROVISIONS.....................................................................................103
Section 11.01 Amendment..................................................................................................103
Section 11.02 Recordation of Agreement; Counterparts.....................................................................105
Section 11.03 Governing Law..............................................................................................105
Section 11.04 Calculations...............................................................................................105
Section 11.05 Notices....................................................................................................105
Section 11.06 Severability of Provisions.................................................................................106
Section 11.07 Assignment.................................................................................................107
Section 11.08 Limitations on Rights of Certificateholders................................................................107
Section 11.09 Inspection and Audit Rights................................................................................107
Section 11.10 Certificates Nonassessable and Fully Paid..................................................................108
Section 11.11 Third Party Beneficiary....................................................................................108
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This POOLING AND SERVICING AGREEMENT, dated as of March 1, 2000 (the
"Agreement"), is executed by and between GreenPoint Credit, LLC, as the contract
seller (in such capacity, the "Contract Seller") and the servicer (in such
capacity together with its permitted successors, the "Servicer"), and Bank One,
National Association, as trustee (together with its permitted successors in
trust, the "Trustee").
The Contract Seller and Servicer, have duly authorized the execution
and delivery of this Agreement to provide for the issuance of GreenPoint
Manufactured Housing Contract Trust, Pass-Through Certificates, Series 2000-1
(the "Certificates"). The Certificates issued hereunder shall be limited to the
amount herein described. All covenants and agreements made by the Contract
Seller herein are for the benefit and security of the Certificateholders. The
Contract Seller is entering into this Agreement, and the Trustee is accepting
the trusts created hereby for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
In consideration of the premises and the mutual agreements hereinafter
set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Terms.
-----
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Adverse REMIC Event: As defined in Section 4.17(f) hereof.
-------------------
Advisor: As defined in Section 10.01(b)(3) hereof.
-------
Affiliate: As to any specified Person, any other Person controlling or
---------
controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" or "controlled" have meanings
correlative to the foregoing.
Aggregate Net Liquidation Losses: With respect to the time of reference
--------------------------------
thereto, the aggregate of the amounts by which (i) the outstanding principal
balance of each Contract that during such time of reference had become a
Liquidated Contract, plus accrued and unpaid interest thereon at the related
Contract Rate to the Due Date for such Contract in the Collection Period in
which such Contract became a Liquidated Contract exceeds (ii) the Net
Liquidation Proceeds for such Contract.
Agreement: This Pooling and Servicing Agreement and any and all amendments
---------
or supplements hereto.
Annual Servicing Rate: 1.00% per annum (or, in the case of a successor
---------------------
Servicer engaged at any time after GreenPoint is no longer the Servicer, the
percentage agreed upon pursuant to Section 7.07).
Assignment: An individual assignment of a Mortgage, notice or transfer or
----------
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale or transfer of the related Land Home Contract.
Auction Date: As defined in Section 10.01(b) hereof.
------------
Available Distribution Amount: As to any Distribution Date, the sum of (a)
-----------------------------
the amount on deposit or otherwise credited to the Certificate Account as of the
end of the Collection Period ending immediately prior to such Distribution Date,
less the portion of such amount (i) permitted to be withdrawn by the Servicer
pursuant to Section 5.03 or (ii) constituting Excess Contract Payments, (b) the
Monthly Advance for such Distribution Date actually made in respect of such
Distribution Date and (c) any amounts received in respect of such Distribution
Date from the 2000-2 Reserve Account.
Average Sixty-Day Delinquency Ratio: With respect to any Distribution
-----------------------------------
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
------------
on which banking institutions in the City of New York, New York, or the State of
California or the city in which the Corporate Trust Office of the Trustee is
located are authorized or obligated by law or executive order to be closed.
Certificate: Any of the GreenPoint Manufactured Housing Contract Trust
-----------
Pass-Through Certificates, Series 2000-1.
Certificate Account: The separate Eligible Account created and initially
-------------------
maintained by the Trustee pursuant to Section 4.05 in the name of the Trustee
for the benefit of the Holders of the Certificates. Funds in the Certificate
Account shall be held in trust for the aforementioned Certificateholders for the
uses and purposes set forth in this Agreement.
Certificate Administrator: The Person appointed by the Trustee from time
-------------------------
to time pursuant to Section 9.12.
Certificate Balance: When used with respect to a single Class, the Class
-------------------
A-1 Certificate Balance, Class A-2 Certificate Balance, Class A-3 Certificate
Balance, Class A-4 Certificate Balance, Class A-5 Certificate Balance, Class M-1
Certificate Balance, Class M-2 Certificate Balance, Class B-1 Certificate
Balance or Class B-2 Certificate Balance, as applicable; and when used with
respect to more than one Class of Certificates, the sum of the Class A-1
Certificate Balance, Class A-2 Certificate Balance, Class A-3 Certificate
Balance, Class A-4 Certificate Balance, Class A-5 Certificate, Class M-1
Certificate Balance, Class M-2 Certificate Balance, Class B-1 Certificate
Balance and Class B-2 Certificate Balance, as applicable.
2
Certificate of Funding Event Demand: The certificate, applicable to the
-----------------------------------
Senior LOC Provider, delivered pursuant to Section 5.08(d) hereof and attached
as Annex B to the Senior LOC.
Certificate of Interest Deficiency Demand: The certificate, applicable to
-----------------------------------------
the LOC Provider, delivered pursuant to Section 5.08(b) hereof and attached as
Annex A to the Class B-2 LOC.
Certificate of P&I Deficiency Demand: The certificate, applicable to the
------------------------------------
LOC Provider, delivered pursuant to Section 5.08(b) hereof and attached as Annex
A to the Senior LOC.
Certificate of Principal Deficiency Demand: The certificate, applicable to
------------------------------------------
the LOC Provider, delivered pursuant to Section 5.08(b) hereof and attached as
Annex B to the Class B-2 LOC.
Certificate Owner: With respect to a Global Certificate, the person that
-----------------
is the beneficial owner of an interest in such Global Certificate.
Certificate Register: The register maintained pursuant to Section 6.02
--------------------
hereof.
Certificateholder or Holder: The person in whose name a Certificate is
----------------- ------
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Global Certificates), except that solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Contract Seller, the Servicer or any Affiliate of
the Contract Seller or the Servicer shall be deemed not to be Outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
-------- -------
Person (including the Contract Seller) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the consent of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Contract Seller, the Servicer or any Affiliate of the
Contract Seller or the Servicer in determining which Certificates are registered
in the name of an Affiliate of the Contract Seller or the Servicer.
Class : Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
------
Class M-1, Class M-2, Class B-1, Class B-2 or Class R Certificates, as the case
may be.
Class A Certificate Balance: At any time, the sum of the Class A-1
---------------------------
Certificate Balance, the Class A-2 Certificate Balance, the Class A-3
Certificate Balance, the Class A-4 Certificate Balance and the Class A-5
Certificate Balance.
Class A Certificates: The Class A-1 Certificates, the Class A-2
--------------------
Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the
Class A-5 Certificates.
Class A Formula Principal Distribution Amount: With respect to (i) a
---------------------------------------------
Distribution Date that is prior to the Cross-over Date, the Formula Principal
Distribution Amount, (ii) a Distribution Date as to which the Principal
Distribution Tests are not satisfied, the Formula
3
Principal Distribution Amount and (iii) any other Distribution Date, the Class A
Percentage of the Formula Principal Distribution Amount. For any Distribution
Date, if the Class A Formula Principal Distribution Amount exceeds the Class A
Certificate Balance less the Unpaid Class A Principal Shortfall with respect to
such Class and Distribution Date, then such excess shall be allocated to the
Class M-1 Formula Principal Distribution Amount.
Class A Percentage: With respect to any Distribution Date, the percentage
------------------
equivalent of a fraction (not to exceed one), the numerator of which is the
Class A Certificate Balance and the denominator of which is the sum of the Class
A Certificate Balance and the Class M Adjusted Certificate Balance and Class B
Adjusted Certificate Balance, in each case determined as of the immediately
preceding Distribution Date (or as of the Closing Date in the case of the first
Distribution Date).
Class A Principal Shortfall: With respect to any Distribution Date, the
---------------------------
excess of the Class A Formula Principal Distribution Amount over the amount in
respect of principal actually distributed to the Class A Certificateholders on
such Distribution Date.
Class A-1 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
--- ---------
Class A-1 Certificate Balance: At any time, the Initial Class A-1
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-1 Certificateholders.
Class A-1 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-1 Certificateholders pursuant to Section 5.02.
Class A-1 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class A-1 Pass-
Through Rate on the Class A-1 Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class A-1 Unpaid Interest Shortfall.
Class A-1 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-1 Interest Distribution Amount."
Class A-1 Pass-Through Rate: A per annum rate equal to the lesser of (a)
---------------------------
LIBOR plus 0.13% per annum and (b) the Net Weighted Average Contract Rate.
Class A-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class A-2 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
--- ---------
4
Class A-2 Certificate Balance: At any time, the Initial Class A-2
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-2 Certificateholders.
Class A-2 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-2 Certificateholders pursuant to Section 5.02.
Class A-2 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class A-2 Pass-
Through Rate on the Class A-2 Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class A-2 Unpaid Interest Shortfall.
Class A-2 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-2 Interest Distribution Amount."
Class A-2 Pass-Through Rate: : The lesser of (a) 7.60% per annum and (b)
---------------------------
the Net Weighted Average Contract Rate.
Class A-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class A-3 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
--- ---------
Class A-3 Certificate Balance: At any time, the Initial Class A-3
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-3 Certificateholders.
Class A-3 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-3 Certificateholders pursuant to Section 5.02.
Class A-3 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class A-3 Pass-
Through Rate on the Class A-3 Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class A-3 Unpaid Interest Shortfall.
Class A-3 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-3 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-3 Interest Distribution Amount."
Class A-3 Pass-Through Rate: : The lesser of (a) 7.93% per annum and (b)
---------------------------
the Net Weighted Average Contract Rate.
5
Class A-3 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-3 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-3 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-3 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class A-4 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
--- ---------
Class A-4 Certificate Balance: At any time, the Initial Class A-4
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-4 Certificateholders.
Class A-4 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-4 Certificateholders pursuant to Section 5.02.
Class A-4 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class A-4 Pass-
Through Rate on the Class A-4 Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class A-4 Unpaid Interest Shortfall.
Class A-4 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-4 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-4 Interest Distribution Amount."
Class A-4 Pass-Through Rate: : The lesser of (a) 8.14% per annum and (b)
---------------------------
the Net Weighted Average Contract Rate.
Class A-4 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-4 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-4 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-4 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class A-5 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-1 and Exhibit C hereto.
--- ---------
Class A-5 Certificate Balance: At any time, the Initial Class A-5
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-5 Certificateholders.
Class A-5 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class A-5 Certificateholders pursuant to Section 5.02.
Class A-5 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class A-5 Pass-
Through Rate on the Class A-5 Certificate Balance as of such Distribution Date
(after giving effect to the principal distributions on the previous Distribution
Date) and (b) any Class A-5 Unpaid Interest Shortfall.
6
Class A-5 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class A-5 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-5 Interest Distribution Amount."
Class A-5 Lockout Percentage: For each Distribution Date shall be as
----------------------------
follows:
Lockout
Distribution Dates Percentage
-------------------- ----------
April 2000 through March 2003......................... 0%
April 2003 through and including March 2004........... 45%
April 2004 through and including March 2005 80%
April 2005 through and including March 2006 100%
April 2006 through and including March 2008 300%
Class A-5 Lockout Pro Rata Distribution Amount: For any Distribution Date,
----------------------------------------------
an amount equal to the product of (x) a fraction, the numerator of which is the
Class A-5 Certificate Balance immediately prior to such Distribution Date and
the denominator of which is the aggregate Certificate Balance of all Class A
Certificates immediately prior to such Distribution Date and (y) the Class A
Formula Distribution Amount for such Distribution Date.
Class A-5 Pass-Through Rate: The lesser of (a) 7.84% per annum and (b) the
---------------------------
Net Weighted Average Contract Rate.
Class A-5 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class A-5 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-5 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-5 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class B Adjusted Certificate Balance: At any time, the sum of the Class B-
------------------------------------
1 Adjusted Certificate Balance and the Class B-2 Adjusted Certificate Balance.
Class B Certificate Balance: As to any Distribution Date, the sum of the
---------------------------
Class B-1 Certificate Balance and Class B-2 Certificate Balance (before giving
effect to the principal distributions on such Distribution Date).
Class B Certificates: The Class B-1 Certificates and the Class B-2
--------------------
Certificates.
Class B Formula Principal Distribution Amount: With respect to (i) a
---------------------------------------------
Distribution Date as of which the Class A and Class M Certificate Balances have
not been reduced to zero and that is prior to the Cross-over Date, zero, (ii) a
Distribution Date as to which the Principal Distribution Tests are not satisfied
and the Class A and Class M Certificate Balances have not been reduced to zero,
zero, (iii) a Distribution Date as to which the Principal Distribution Tests are
not satisfied and the Class A and Class M Certificate Balances have been reduced
to zero, the Formula Principal Distribution Amount and (iv) any other
Distribution Date, the Class B Percentage of the Formula Principal Distribution
Amount. On any Distribution Date, the Class B Formula Principal Distribution
Amount shall not exceed the applicable Class B Certificate
7
Balance less the applicable Unpaid Class B Principal Shortfall with respect to
such Class and such Distribution Date.
Class B Pass-Through Rate: The lesser of (a) 9.00% per annum and (b) the
-------------------------
Net Weighted Average Contract Rate.
Class B Percentage: With respect to any Distribution Date, the percentage
------------------
equivalent of the fraction (which shall not be greater than one), the numerator
of which is the aggregate of the Class B-1 Adjusted Certificate Balance and the
Class B-2 Adjusted Certificate Balance and the denominator of which is the sum
of the Class A Certificate Balance and the Class M-1, Class M-2, Class B-1 and
Class B-2 Adjusted Certificate Balances, in each case determined as of the
immediately preceding Distribution Date (or as of the Closing Date in the case
of the first Distribution Date).
Class B-1 Adjusted Certificate Balance: With respect to any Distribution
--------------------------------------
Date, the Class B-1 Certificate Balance as of such Distribution Date minus the
Class B-1 Liquidation Loss Amount, if any.
Class B-1 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-3 and Exhibit C hereto.
--- ---------
Class B-1 Certificate Balance: At any time, the Initial Class B-1
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class B-1 Certificateholders.
Class B-1 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class B-1 Certificateholders pursuant to Section 5.02.
Class B-1 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class B Pass-Through
Rate on the Class B-1 Adjusted Certificate Balance as of such Distribution Date
(before giving effect to the principal distributions on such Distribution Date)
and (b) any Class B-1 Unpaid Interest Shortfall.
Class B-1 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class B-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class B-1 Interest Distribution Amount."
Class B-1 Liquidation Loss Amount With respect to any Distribution Date on
---------------------------------
or after the Undrawn Amount with respect to the Senior LOC has been reduced to
zero and on or before the Distribution Date on which the Class B-1 Adjusted
Certificate Balance has been reduced to zero, the lesser of (i) the amount, if
any, by which the sum of the Class A, Class M and Class B-1 Certificate Balances
exceeds the Pool Scheduled Principal Balance and (ii) the Class B-1 Certificate
Balance, in each case after giving effect to all distributions of principal made
on such Distribution Date.
Class B-1 Liquidation Loss Interest Amount: With respect to any
------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class B-1
Pass-Through Rate on the Class B-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
8
Class B-1 Principal Shortfall: With respect to any Distribution Date, the
-----------------------------
excess, if any, of (A) the lesser of (i) the Class B Formula Principal
Distribution Amount for such Distribution Date and (ii) the Class B-1 Adjusted
Certificate Balance for such Distribution Date over (B) the amount in respect of
principal actually distributed to the Class B-1 Certificateholders on such
Distribution Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class B-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class B-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class B Pass-Through Rate on such amount with respect to such prior Distribution
Dates.
Class B-1 Unpaid Liquidation Loss Interest Shortfall: With respect to any
----------------------------------------------------
Distribution Date, the amount, if any, by which the aggregate unreimbursed Class
B-1 Liquidation Loss Interest Amounts for one or more prior Distributions Dates
exceeds the amount previously distributed to the Class B-1 Certificateholders in
respect of Liquidation Loss Interest Amounts on one or more prior Distribution
Dates.
Class B-2 Adjusted Certificate Balance: With respect to any Distribution
--------------------------------------
Date, the Class B-2 Certificate Balance as of such Distribution Date minus the
Class B-2 Liquidation Loss Amount, if any.
Class B-2 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-3 and Exhibit C hereto.
--- ---------
Class B-2 Certificate Balance: At any time, the Initial Class B-2
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class B-2 Certificateholders.
Class B-2 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class B-2 Certificateholders pursuant to Section 5.02.
Class B-2 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class B Pass-Through
Rate on the Class B-2 Adjusted Certificate Balance as of such Distribution Date
(before giving effect to the principal distributions on such Distribution Date)
and (b) any Class B-2 Unpaid Interest Shortfall.
Class B-2 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class B-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class B-2 Interest Distribution Amount."
Class B-2 Liquidation Loss Amount With respect to any Distribution Date on
---------------------------------
or after the Undrawn Amount with respect to the Class B-2 LOC has been reduced
to zero and on or before the Distribution Date on which the Class B-2 Adjusted
Certificate Balance has been reduced to zero, the lesser of (i) the amount, if
any, by which the sum of the Class A, Class M and Class B Certificate Balances
exceeds the Pool Scheduled Principal Balance and (ii) the Class B-2 Certificate
Balance, in each case after giving effect to all distributions of principal made
on such Distribution Date.
9
Class B-2 Liquidation Loss Interest Amount: With respect to any
------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class B-2
Pass-Through Rate on the Class B-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class B-2 LOC: The unconditional and irrevocable letter of credit from
-------------
GreenPoint to the Trustee for the benefit of the Class B-2 Certificateholders,
in the form attached as an exhibit to the Class B-2 LOC Agreement.
Class B-2 LOC Agreement: That certain Letter of Credit and Reimbursement
-----------------------
Agreement, to be entered into among GreenPoint Bank, in its capacity as LOC
Provider and the Trustee, in the form attached hereto as Exhibit K-1.
-----------
Class B-2 Principal Shortfall: With respect to any Distribution Date on
-----------------------------
which the Class B-2 Certificates are entitled to distributions of principal, the
excess, if any, of the Class B Formula Principal Distribution Amount for such
Distribution Date over the amount in respect of principal actually distributed
to the Class B-2 Certificateholders on such Distribution Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class B-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class B-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class B-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class B-2 Unpaid Liquidation Loss Interest Shortfall: With respect to any
----------------------------------------------------
Distribution Date, the amount, if any, by which the aggregate unreimbursed Class
B-2 Liquidation Loss Interest Amounts for one or more prior Distributions Dates
exceeds the amount previously distributed to the Class B-2 Certificateholders in
respect of Liquidation Loss Interest Amounts on one or more prior Distribution
Dates.
Class M Adjusted Certificate Balance: At any time, the sum of the Class M-
------------------------------------
1 Adjusted Certificate Balance and the Class M-2 Adjusted Certificate Balance.
Class M Certificate Balance: As to any Distribution Date, the sum of the
---------------------------
Class M-1 Certificate Balance and Class M-2 Certificate Balance (before giving
effect to the principal distributions on such Distribution Date).
Class M Certificates: The Class M-1 Certificates and the Class M-2
--------------------
Certificates.
Class M-1 Adjusted Certificate Balance: With respect to any Distribution
--------------------------------------
Date, the Class M-1 Certificate Balance as of such Distribution Date minus the
Class M-1 Liquidation Loss Amount, if any.
Class M-1 Certificate: Any one of the Certificates, executed and
---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-6 and Exhibit C hereto.
--- ---------
Class M-1 Certificate Balance: At any time, the Initial Class M-1
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class M-1 Certificateholders.
10
Class M-1 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class M-1 Certificateholders pursuant to Section 5.02.
Class M-1 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class M-1 Pass-
Through Rate on the Class M-1 Adjusted Certificate Balance as of such
Distribution Date (before giving effect to the principal distributions on such
Distribution Date) and (b) any Class M-1 Unpaid Interest Shortfall.
Class M-1 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class M-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class M-1 Interest Distribution Amount."
Class M-1 Formula Principal Distribution Amount: With respect to (i) a
-----------------------------------------------
Distribution Date as of which the Class A Certificate Balance has not been
reduced to zero and that is prior to the Cross-over Date, zero, (ii) a
Distribution Date as to which the Principal Distribution Tests are not satisfied
and the Class A Certificate Balance has not been reduced to zero, zero, (iii) a
Distribution Date as to which the Principal Distribution Tests are not satisfied
and the Class A Certificate Balance has been reduced to zero, the Formula
Principal Distribution Amount and (iv) any other Distribution Date, the Class M-
1 Percentage of the Formula Principal Distribution Amount. On any Distribution
Date, if the Class M-1 Formula Principal Distribution Amount exceeds the Class
M-1 Certificate Balance less the Unpaid Class M-Principal Shortfall with respect
to such Class and Distribution Date, then such excess shall be allocated to the
Class M-2 Formula Principal Distribution Amount.
Class M-1 Liquidation Loss Amount: With respect to any Distribution Date
---------------------------------
on or after the Distribution Date on which the Class M-2 Adjusted Certificate
Balance has been reduced to zero, the lesser of (i) the amount, if any, by which
the sum of the Class A and Class M-1 Certificate Balances exceeds the Pool
Scheduled Principal Balance and (ii) the Class M-1 Certificate Balance, in each
case after giving effect to all distributions of principal made on such
Distribution Date.
Class M-1 Liquidation Loss Interest Amount: With respect to any
------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class M-1
Pass-Through Rate on the Class M-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class M-1 Pass-Through Rate: The lesser of (a) 8.25% per annum and (b) the
---------------------------
Net Weighted Average Contract Rate.
Class M-1 Percentage: With respect to any Distribution Date, the
--------------------
percentage derived from the fraction (which shall not be greater than one) the
numerator of which is the Class M-1 Adjusted Certificate Balance and the
denominator of which is the sum of the Class A Certificate Balance, the Class M-
1 Adjusted Certificate Balance, the Class M-2 Adjusted Certificate Balance and
the Class B Adjusted Certificate Balance, in each case as of the immediately
preceding Distribution Date (or as of the Closing Date in the case of the first
Distribution Date).
11
Class M-1 Principal Shortfall: With respect to any Distribution Date, the
-----------------------------
excess, if any, of the Class M-1 Formula Principal Distribution Amount over the
amount in respect of principal actually distributed to the Class M-1
Certificateholders on such Distribution Date.
Class M-1 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class M-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class M-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class M-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class M-1 Unpaid Liquidation Loss Interest Shortfall: With respect to any
----------------------------------------------------
Distribution Date, the amount, if any, by which the aggregate unreimbursed Class
M-1 Liquidation Loss Interest Amounts for one or more prior Distributions Dates
exceeds the amount previously distributed to the Class M-1 Certificateholders in
respect of Liquidation Loss Interest Amounts on one or more prior Distribution
Dates.
Class M-2 Adjusted Certificate Balance: With respect to any Distribution
--------------------------------------
Date, the Class M-2 Certificate Balance as of such Distribution Date minus the
Class M-2 Liquidation Loss Amount, if any.
Class M-2 Certificates: Any one of the Certificates, executed and
----------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
B-2 and Exhibit C hereto.
--- ---------
Class M-2 Certificate Balance: At any time, the Initial Class M-2
-----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class M-2 Certificateholders.
Class M-2 Distribution Amount: As to any Distribution Date, the total
-----------------------------
amount distributed to the Class M-2 Certificateholders pursuant to Section 5.02.
Class M-2 Formula Principal Distribution Amount: With respect to (i) a
-------------------------------------------------
Distribution Date as of which the Class A Certificate Balance has not been
reduced to zero and that is prior to the Cross-over Date, zero, (ii) a
Distribution Date as to which the Principal Distribution Tests are not satisfied
and the Class A and Class M-1 Certificate Balances have not been reduced to
zero, zero, (iii) a Distribution Date as to which the Principal Distribution
Tests are not satisfied and the Class A Certificate Balance has been reduced to
zero, the Formula Principal Distribution Amount and (iv) any other Distribution
Date, the Class M-2 Percentage of the Formula Principal Distribution Amount. On
any Distribution Date, if the Class M-2 Unpaid Shortfall exceeds the Class M-2
Certificate Balance less the Unpaid Class M-2 Formula Principal Distribution
Amount with respect to such Class and Distribution Date, then such excess shall
be allocated to the Class B Formula Principal Distribution Amount.
Class M-2 Interest Distribution Amount: As to any Distribution Date, an
--------------------------------------
amount equal to the sum of (a) one month's interest at the Class M-2 Pass-
Through Rate on the Class M-2 Adjusted Certificate Balance as of such
Distribution Date (before giving effect to the principal distributions on such
Distribution Date) and (b) any Class M-2 Unpaid Interest Shortfall.
Class M-2 Interest Shortfall: As to any Distribution Date, any amount by
----------------------------
which the amount distributed to Holders of Class M-2 Certificates on such
Distribution Date is less than the
12
amount computed pursuant to clause (a) of the definition of "Class M-2 Interest
Distribution Amount."
Class M-2 Liquidation Loss Amount: With respect to any Distribution Date
---------------------------------
on or after the Distribution Date on which the Class B Adjusted Certificate
Principal has been reduced to zero and the Undrawn Amount with respect to the
Senior LOC has been reduced to zero, the lesser of (i) the amount, if any, by
which the sum of the Class A, Class M-1 and Class M-2 Certificate Balances
exceeds the Pool Scheduled Principal Balance and (ii) the Class M-2 Certificate
Balance, in each case after giving effect to all distributions of principal made
on such Distribution Date.
Class M-2 Liquidation Loss Interest Amount: With respect to any
------------------------------------------
Distribution Date, an amount equal to one month's interest at the Class M-2
Pass-Through Rate on the Class M-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.
Class M-2 Pass-Through Rate: The lesser of (a) 8.78% per annum and (b) the
---------------------------
Net Weighted Average Contract Rate.
Class M-2 Percentage: With respect to any Distribution Date, the
--------------------
percentage derived from the fraction (which shall not be greater than one) the
numerator of which is the Class M-2 Adjusted Certificate Balance and the
denominator of which is the sum of the Class A Certificate Balance, the Class M-
1 Adjusted Certificate Balance, the Class M-2 Adjusted Certificate Balance and
Class B Adjusted Certificate Balance, in each case as of the immediately
preceding Distribution Date (or as of the Closing Date in the case of the first
Distribution Date).
Class M-2 Principal Shortfall: With respect to any Distribution Date, the
-----------------------------
excess, if any, of the Class M-2 Formula Principal Distribution Amount over the
amount in respect of principal actually distributed to the Class M-2
Certificateholders on such Distribution Date.
Class M-2 Unpaid Interest Shortfall: As to any Distribution Date, the
-----------------------------------
amount, if any, by which the aggregate of the Class M-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class M Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class M-2 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
Class M-2 Unpaid Liquidation Loss Interest Shortfall: With respect to any
----------------------------------------------------
Distribution Date, the amount, if any, by which the aggregate unreimbursed Class
M-2 Liquidation Loss Interest Amounts for one or more prior Distributions Dates
exceeds the amount previously distributed to the Class M-2 Certificateholders in
respect of Liquidation Loss Interest Amounts on one or more prior Distribution
Dates.
Class R Certificate: Any one of the Certificates, executed and
-------------------
authenticated as provided herein, substantially in the form set forth in Exhibit
-------
D hereto.
-
Closing Date: March 16, 2000.
------------
Code: The Internal Revenue Code of 1986, including any successor or
----
amendatory provisions.
13
Collected Scheduled Payments: As to any Distribution Date, (a) the amount
----------------------------
on deposit in the Certificate Account as of the end of the related Collection
Period, less (b) the sum of (i) the aggregate of all Partial Prepayments
collected during such Collection Period, (ii) the aggregate of all payments
collected during such Collection Period on Contracts that were prepaid in full
during such Collection Period (less the aggregate of the scheduled payments due
on such Contracts that were delinquent as of the beginning of such Collection
Period and recovered out of such collections), (iii) the aggregate of the Net
Liquidation Proceeds collected in respect of all Contracts that became
Liquidated Contracts during such Collection Period (less the aggregate of
scheduled payments due on such Contracts that were delinquent at the beginning
of such Collection Period and recovered out of such collections and less any
Repossession Profits collected during such Collection Period), (iv) the
aggregate of the Repurchase Prices of all Contracts that were repurchased by the
Contract Seller pursuant to Section 3.05 (less the aggregate of scheduled
payments due on such Contracts that were delinquent at the beginning of such
Collection Period and recovered out of such collections), (v) the amounts
permitted to be withdrawn by the Servicer from the Certificate Account pursuant
to clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 5.03, and (vi)
amounts representing Excess Contract Payments.
Collection Period: With respect to any Distribution Date, the calendar
-----------------
month preceding the month of the Distribution Date.
Computer Tape: The computer tape generated by the Servicer on behalf of
-------------
the Contract Seller which provides information relating to the Contracts sold by
the Contract Seller, and includes the master file and the history file.
Contract: Any one of the manufactured housing installment sale contracts
--------
or installment loan agreements, including any Land Home Contracts, described in
the Contract Schedule and constituting part of the corpus of the Trust Fund,
which Contracts are to be sold and assigned by the Contract Seller to the
Trustee and which are the subject of this Agreement. The Contracts include all
related security interests and any and all rights to receive payments which are
due pursuant thereto from and after the Cut-Off Date, but exclude any rights to
receive payments which were due pursuant thereto prior to the Cut-Off Date.
Contract File: As to each Contract other than a Land Home Contract, (a)
-------------
the original copy of the Contract, (b) the original title document issued to the
Contract Seller or BankAmerica Housing Services as secured lender or agent
therefor for the related Manufactured Home, unless the laws of the jurisdiction
in which the related Manufactured Home is located do not provide for the
issuance of any title documents for manufactured housing to secured lenders, (c)
evidence of one or more of the following types of perfection of the security
interest in favor of the Contract Seller or BankAmerica Housing Services as
secured lender or agent therefor in the related Manufactured Home granted by
such Contract, as appropriate: (1) notation of such security interest on the
title document, (2) a financing statement meeting the requirements of the UCC,
with evidence of filing in the appropriate offices indicated thereon, or (3)
such other evidence of perfection of a security interest in a manufactured
housing unit as is customary in such jurisdiction, (d) the assignment of the
Contract from the manufactured housing dealer to the Contract Seller or
BankAmerica Housing Services, if any, including any intervening assignments, and
(e) any extension, modification or waiver agreement(s).
14
Contract Pool: The pool of Contracts held in the Trust Fund.
-------------
Contract Rate: With respect to each Contract, the per annum rate of
-------------
interest borne by such Contract, as set forth in such Contract.
Contract Schedule: The list identifying each Contract, as amended from time
-----------------
to time, constituting part of the corpus of the Trust Fund, which list is
attached hereto as Exhibit A and which (a) identifies each Contract by contract
---------
number and name and address of the Obligor, and (b) sets forth as to each
Contract (i) the Scheduled Principal Balance as of the Cut-Off Date, (ii) the
amount of each monthly payment due from the Obligor, (iii) the Contract Rate,
and (iv) the maturity date.
Contract Seller: GreenPoint.
---------------
Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date of execution of this Agreement is located
at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Services Division, except that for purposes of Section 9.11,
such term shall mean the office or agency of the Trustee in the Borough of
Manhattan, the City of New York, which office at the date hereof is located at
00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Cross-over Date: The later of (a) the Distribution Date occurring in April
---------------
2004 or (b) the first Distribution Date on which the percentage equivalent of a
fraction (which shall not be greater than 1) the numerator of which is the sum
of the Class M Adjusted Certificate Balance, the Class B Adjusted Certificate
Balance and the Undrawn Amount on the Senior LOC and the denominator of which is
the Pool Scheduled Principal Balance, equals or exceeds 1.5 times the percentage
equivalent of a fraction (which shall not be greater than 1) the numerator of
which is the sum of the Initial Class M-1 Certificate Balance, the Initial Class
M-2 Certificate Balance, the Initial Class B-1 Certificate Balance, the Initial
Class B-2 Certificate Balance and the amount available under Senior LOC on the
Closing Date, and the denominator of which is the Cut-Off Date Pool Principal
Balance.
Cumulative Realized Loss Test: With respect to any Distribution Date, the
-----------------------------
following:
(i) if such Distribution Date occurs between March 1, 2004 and February
28, 2005, the Cumulative Realized Loss Test will be satisfied if Cumulative
Realized Losses as of such Distribution Date are less than or equal to 7.5% of
the Cut-Off Date Pool Principal Balance;
(ii) if such Distribution Date occurs between March 1, 2005 and February
28, 2006, the Cumulative Realized Loss Test will be satisfied if Cumulative
Realized Losses as of such Distribution Date are less than or equal to 8.5% of
the Cut-Off Date Pool Principal Balance;
(iii) if such Distribution Date occurs between March 1, 2006 and February
28, 2007, the Cumulative Realized Loss Test will be satisfied if Cumulative
Realized Losses as of such Distribution Date are less than or equal to 9.5% of
the Cut-off Date Pool Principal Balance;
15
(iv) if such Distribution Date occurs on or after March 1, 2007, the
Cumulative Realized Loss Test will be satisfied if Cumulative Realized Losses as
of such Distribution Date are less than or equal to 11.0% of the Cut-off Date
Pool Principal Balance.
Cumulative Realized Losses: As to any Distribution Date, the Aggregate Net
--------------------------
Liquidation Losses for the period from the Cut-Off Date through the end of the
Collection Period preceding the month of such Distribution Date.
Current Realized Loss Ratio: As to any Distribution Date, the annualized
---------------------------
percentage equivalent of the fraction, the numerator of which is the sum of the
Aggregate Net Liquidation Losses for the three preceding Collection Periods and
the denominator of which is the arithmetic average of the Pool Scheduled
Principal Balances for such Distribution Date and the preceding two Distribution
Dates.
Cut-Off Date: February 29, 2000.
------------
Cut-Off Date Pool Principal Balance: $339,998,804.98.
-----------------------------------
Deficiency: With respect to any Contract that is a Liquidated Contract,
----------
the amount by which (i) the outstanding principal balance of such Contract, plus
accrued and unpaid interest thereon at the related Contract Rate to the Due Date
for such Contract in the Collection Period in which such Contract became a
Liquidated Contract exceeds (ii) the Net Liquidation Proceeds for such Contract.
Deficiency Amount: With respect to any Contract, the amount, if any, that
-----------------
the Servicer collects directly from the Obligor with respect to any Deficiency.
Deficiency Event: . On any Distribution Date as to which the Pool
----------------
Scheduled Principal Balance is equal to or less than the aggregate of the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and the
Class A-5 Certificates.
Deficiency Percentage: 35%.
---------------------
Definitive Certificates: As defined in Section 6.08.
-----------------------
Denomination: With respect to each Regular Certificate, the amount set
------------
forth on the face thereof as the "Initial Principal Balance of this
Certificate." With respect to each Class R Certificate, the Percentage Interest
appearing on the face thereof.
Depository: The initial Depository shall be the Depository Trust Company,
----------
the nominee of which is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of
the Global Certificates. The Depository shall at all times be a "clearing
corporation" as defined in the Uniform Commercial Code of the State of New York.
Depository Agreement: The agreement among the Contract Seller, the Trustee
--------------------
and the initial Depository, dated as of the Closing Date, substantially in the
form of Exhibit I.
---------
16
Depository Participant: A broker, dealer, bank or other financial
----------------------
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the third
------------------
Business Day prior to such Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
-------------------------
organization" under Section 860E(e)(5) of the Code and any of the following:
(i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
"electing large partnership" within the meaning of Section 775 of the Code and
(vi) any other Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R Certificate by
such Person may cause the Trust Fund, or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Certificate to such Person. The
terms "United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 20th day of each calendar month after the initial
-----------------
issuance of the Certificates, or if such 20th day is not a Business Day, the
next succeeding Business Day, commencing in April 2000.
Draw Amount: With respect to the Class B-2 LOC and any Distribution Date,
-----------
the lesser of (i) the Class B-2 LOC Undrawn Amount and (ii) the amount by which
the aggregate amount distributable to the Class B-2 Certificateholders pursuant
to Sections 5.02(a)(xi) through (xii) exceeds the Available Distribution Amount
allocable to the Class B-2 Certificateholders. With respect to the Senior LOC
and any Distribution Date, the lesser of (i) the Senior LOC Undrawn Amount and
(ii) the amount by which (1) the aggregate amount distributable to the Class A,
Class M and Class B-1 Certificateholders pursuant to Sections 5.02(a)(i) through
(ix) exceeds (2) the aggregate Available Distribution Amount. If a Funding
Event Demand has been made under the Senior LOC, the Draw Amount with respect to
the Senior LOC will be the amount on deposit in the Spread Account equal to what
otherwise would have been the Draw Amount if the Senior LOC were still
outstanding.
Due Date: The day of the month on which each Scheduled Payment is due on a
--------
Contract, exclusive of any days of grace.
Eligible Account: An account that is one of the following (i) an account
----------------
maintained with a FDIC-insured depository institution which is subject to
examination by federal or state
17
authorities and the commercial paper of which has a rating of P-1 from Moody's
(if rated by Moody's) and F-1 from Fitch or the long-term deposits or long-term
unsecured senior debt obligations of which are in one of the two highest rating
categories of Moody's and Fitch, or maintained with a depository institution
that is otherwise acceptable to each Rating Agency (as evidenced by a letter
from each Rating Agency to such effect), (ii) a trust account maintained with
the Trustee or, if the Certificate Administrator is not the Trustee, with the
Certificate Administrator, in which the funds are either held uninvested or
invested solely in Eligible Investments, or (iii) an account that is otherwise
acceptable to the Rating Agencies, as evidenced by a letter from each Rating
Agency, without a reduction or withdrawal of the rating of the Certificates.
Eligible Investments: One or more of the following in the order of
--------------------
priority specified herein:
(a) any common trust fund, collective investment trust or money market
fund acceptable to Fitch and rated Aaa by Moody's; and
(b) other obligations or securities that are acceptable to each Rating
Agency as an Eligible Investment hereunder and will not result in a reduction in
or withdrawal of the then current rating or ratings of the Certificates, as
evidenced by a letter to such effect from each Rating Agency;
provided, however, that no investments in "interest only" stripped obligations
shall qualify as an Eligible Investment pursuant to this definition.
Eligible Substitute Contract: As to any Replaced Contract for which such
----------------------------
Eligible Substitute Contract is being substituted pursuant to Section 3.05(b), a
Contract that (a) as of the date of its substitution, satisfies all of the
representations and warranties (which, except when expressly stated to be as of
origination, shall be deemed to be determined as of the date of its substitution
rather than as of the Cut-Off Date or the Closing Date) in Section 3.02 and does
not cause any of the representations and warranties in Section 3.03, after
giving effect to such substitution, to be incorrect, (b) after giving effect to
the scheduled payment due in the month of such substitution, has a Scheduled
Principal Balance that is not greater than the Scheduled Principal Balance of
such Replaced Contract, (c) has a Contract Rate that is at least equal to the
Contract Rate of such Replaced Contract, (d) has a remaining term to scheduled
maturity that is not greater than the remaining term to scheduled maturity of
the Replaced Contract, and (e) has not been delinquent for more than 31 days as
to any scheduled payment due within twelve months of the date of its
substitution. In addition, an Eligible Substitute Contract which is a Land Home
Contract may only be used to replace a Replaced Contract which was a Land Home
Contract.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
ERISA Restricted Certificate: Any Class M, Class B or Class R Certificate.
----------------------------
Event Of Default: Any one of the Events of Default described in Section
----------------
8.01 hereof.
18
Excess Contract Payment: With respect to any Contract, any portion of a
-----------------------
payment of principal and interest on such Contract, that (a) is in excess of the
scheduled payment (or is an integral multiple thereof and has not been
identified by the Obligor as a Principal Prepayment), (b) is not a Principal
Prepayment and (c) is not part of the Liquidation Proceeds of such Contract or
the Repurchase Price of such Contract paid pursuant to Section 3.05.
Extension Fee: Any extension fee paid by the Obligor on a Contract.
-------------
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
----
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant
-------------
to Section 4.10.
First Distribution Date: April 20, 2000.
-----------------------
Fitch: Fitch IBCA, Inc., or any successor thereto.
-----
FNMA: The Federal National Mortgage Association, a federally chartered and
----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Formula Principal Distribution Amount: As to any Distribution Date, an
-------------------------------------
amount equal to the sum of (a) all scheduled payments of principal due on each
outstanding Contract during the immediately preceding Collection Period, (b) all
Partial Prepayments on the Contracts received during the immediately preceding
Collection Period, (c) the Scheduled Principal Balance of each Contract for
which a Principal Prepayment in Full was received during the immediately
preceding Collection Period, (d) the Scheduled Principal Balance of each
Contract that became a Liquidated Contract during the immediately preceding
Collection Period, (e) the Scheduled Principal Balance of each Contract that was
repurchased during the immediately preceding Collection Period pursuant to
Section 3.05, and (f) all non-cash reductions to the Scheduled Principal
Balance of each Contract during the immediately preceding Collection Period
whether by bankruptcy or other similar proceeding or other adjustment by the
Servicer in the normal course of business of its servicing activities.
Fractional Interest: As to any Certificate, the product of (a) the
-------------------
Percentage Interest evidenced by such Certificate multiplied by (b) the amount
derived from dividing the Certificate Balance of the Class represented by such
Certificate by the aggregate Certificate Balances of each Class.
Funding Event Demand: As defined in the Senior LOC.
--------------------
Global Certificate: Any Certificate registered in the name of the
------------------
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly or as an indirect participant in
19
accordance with the rules of such Depository and as described in Section 6.06).
On the Closing Date, only the Class R Certificates will not be Global
Certificates.
GreenPoint: GreenPoint Credit , LLC, a Delaware limited liability company,
----------
its successors or assigns.
GreenPoint Bank: GreenPoint Bank, a New York state savings bank, and its
---------------
permitted successors and assigns.
Hazard Insurance Policy: With respect to each Contract, the policy of fire
-----------------------
and extended coverage insurance (and federal flood insurance, if applicable)
required to be maintained for the related Manufactured Home, as provided in
Section 4.09 (which may be a blanket insurance policy maintained by the Servicer
in accordance with the terms and conditions of Section 4.09).
Independent Contractor: Either (i) any Person (other than the Servicer or
----------------------
the Trustee) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership test set forth in that
Section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates, or such other
interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee or the Trust Fund, delivered to the
Trustee), so long as the Trust Fund does not receive or derive any income from
such person and provided that the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer and the Trustee)
upon receipt by the Trustee of an Opinion of Counsel, which shall be at no
expense to the Trustee or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code).
Initial Class A-1 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-2 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-3 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-4 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class A-5 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class M-1 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class M-2 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class B-1 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
Initial Class B-2 Certificate Balance: As set forth in Section 6.01.
-------------------------------------
20
Interest Accrual Period: With respect to any Distribution Date and any
-----------------------
Certificate, other than the Class A-1 Certificates, the calendar month preceding
such Distribution Date. With respect to any Distribution Date and the Class A-1
Certificates, other than the First Distribution Date, the period beginning on
the Distribution Date occurring during the related Collection Period and ending
on the day immediately preceding that Distribution Date, and with respect to the
First Distribution Date, the period commencing on the Closing Date and ending on
the day immediately preceding the First Distribution Date.
Land Home Contract: A Contract that is secured by a Mortgage on real
------------------
estate on which the related Manufactured Home is situated (as well as by such
related Manufactured Home).
Land Home Contract File: As to each Land Home Contract, (a) the original
-----------------------
copy of the Land Home Contract, (b) the original related Mortgage with evidence
of recording thereon (or, if the original Mortgage has not yet been returned by
the applicable recording office, a copy thereof, certified by such recording
office, which will be replaced by the original Mortgage when it is so returned)
and any title document for the related Manufactured Home, (c) the assignment of
the Land Home Contract from the originator (if other than the Contract Seller)
to the Contract Seller, (d) if such Land Home Contract was originated by the
Contract Seller, an endorsement of such Land Home Contract by the Contract
Seller, and (e) any extension, modification or waiver agreement(s).
Late Payment Fees: Any late payment fees (including any not sufficient
-----------------
funds fees) paid by Obligors on Contracts after all sums received have been
allocated first to regular installments due or overdue and all such installments
are then paid in full.
Latest Due Date: The latest date on which any Contract matures.
---------------
LIBOR: As of any LIBOR Determination Date and the Class A-1 Certificates,
-----
the rate for deposits in United States dollars for a period equal to the
relevant Interest Accrual Period (commencing on the first day of such Interest
Accrual Period) which appears on the Telerate Screen Page 3750 as of 11:00 a.m.
London time, on such date. If such rate does not appear on Telerate Screen Page
3750, the rate for that day will be determined on the basis of the rates at
which deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to the relevant Interest Accrual Period
(commencing on the first day of such Interest Accrual Period) and as quoted to
the Trustee by such Reference Banks. If at least two such quotations are
provided, the rate for that day will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that day
will be the arithmetic mean of the rates quoted to major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Accrual Period (commencing on the first
day of such Interest Accrual Period).
LIBOR Determination Date: With respect to any Interest Accrual Period for
------------------------
the Class A-1 Certificates, the second London business day preceding the
commencement of such Interest Accrual Period. For purposes of determining
LIBOR, a "London business day" is any
21
day on which dealings in deposits of United States dollars are transacted in the
London interbank market.
Liquidated Contract: Any defaulted Contract as to which the Servicer has
-------------------
determined that all amounts (other than amounts in respect of any Deficiency)
which it expects to recover from or on account of such Contract have been
recovered; provided that any defaulted Contract in respect of which the related
--------
Manufactured Home and, in the case of Land Home Contracts, Mortgaged Property,
has been realized upon and liquidated and the proceeds of such disposition have
been received shall be deemed to be a Liquidated Contract.
Liquidation Expenses: All reasonable out-of-pocket expenses (exclusive of
--------------------
overhead expenses) which are incurred by the Servicer in connection with the
liquidation of any defaulted Contract, on or prior to the date on which the
related Manufactured Home, and, in the case of Land Home Contracts, Mortgaged
Property, is liquidated, including legal fees and expenses, any unreimbursed
amount expended by the Servicer pursuant to Sections 4.06, 4.07, 4.09 or 4.13
(to the extent such amount is reimbursable under the terms of Sections 4.06,
4.07, 4.09 or 4.13, as the case may be) with respect to such Contract, and any
unreimbursed expenditures for property taxes or other taxes or charges or for
property restoration or preservation that are related to such liquidation.
Liquidation Proceeds: Cash (including insurance proceeds other than those
--------------------
applied to the restoration of the related Manufactured Home or Mortgaged
Property or released to the related Obligor in accordance with the normal
servicing procedures of the Servicer, but excluding Deficiency Amounts) received
in connection with the liquidation of defaulted Contracts, whether through
repossession or otherwise.
Loan-To-Value Ratio: The fraction, expressed as a percentage, the
-------------------
numerator of which is the original principal balance of the related Contract and
the denominator of which is the Original Value of the related Manufactured Home.
LOC: The Class B-2 LOC or the Senior LOC, as applicable.
---
LOC Default: The failure by the LOC Provider to make a required payment
-----------
under the related LOC in accordance with its terms.
LOC Provider: GreenPoint Bank.
------------
Majority In Interest: As to any Class of Regular Certificates, the Holders
--------------------
of Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.
Manufactured Home: A unit of manufactured housing which meets the
-----------------
requirements of Section 25(e)(10) of the Code, securing the indebtedness of the
Obligor under the related Contract.
Minimum Termination Amount: As of any time after the Pool Scheduled
--------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance,
whether in the case of a Termination Auction or a purchase of Contracts by the
Servicer or the Residual Interest Holder
22
pursuant to Section 10.01(a)(ii) hereof, an amount equal to the sum of (a) the
aggregate Certificate Balances of all of the Certificates, (b) any shortfall in
interest due to Certificateholders in respect of prior Distribution Dates, and
(c) one month's interest on Certificate Balance of each Class of Certificates at
the applicable Pass-Through Rate.
Monthly Advance: As to any Distribution Date, the lesser of (1) (a) the
---------------
amount, if any, by which (i) the Scheduled Amount exceeds (ii) the Collected
Scheduled Payments, less (b) the amount of any scheduled payment on a Contract
due during the related Collection Period which the Servicer has determined would
be a Nonrecoverable Advance if an advance in respect of such scheduled payment
were made and (2) the amount by which the Available Distribution Amount
(exclusive of the Monthly Advance component thereof) for such Distribution Date
is less than the sum of (a) the Formula Principal Distribution Amount and (b)
the sum of the Class A-1 Interest Distribution Amount, the Class A-2 Interest
Distribution Amount, the Class A-3 Interest Distribution Amount, the Class A-4
Interest Distribution Amount, the Class A-5 Interest Distribution Amount, the
Class M-1 Interest Distribution Amount, the Class M-2 Interest Distribution
Amount, the Class B-1 Interest Distribution Amount and the Class B-2 Interest
Distribution Amount, provided, however, that with respect to the first
Distribution Date, the Monthly Advance shall equal the amount, if any,
determined pursuant to clause (2) above.
Monthly Advance Reimbursement Amount: Any amount received or deemed to be
------------------------------------
received by the Servicer pursuant to Section 5.01(b) or (c) in reimbursement of
a Monthly Advance made out of its own funds.
Monthly Report: The monthly report described in Section 5.04.
--------------
Monthly Servicing Fee: As of any Distribution Date, an amount equal to
---------------------
one-twelfth of 1.00% per annum (or, in the case of a successor Servicer engaged
at any time after GreenPoint is no longer the Servicer, the percentage agreed
upon pursuant to Section 7.07) of the Scheduled Principal Balance for such
Distribution Date.
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
-------
Mortgage: The mortgage, deed of trust, security deed or similar evidence
--------
of lien, creating a first lien on an estate in fee simple in the real property
securing a Land Home Contract.
Mortgaged Property: The property subject to the lien of a Mortgage.
------------------
Net Contract Rate: The rate of interest per annum borne by a Contract on
-----------------
the first day of the related Collection Period minus the Annual Servicing Rate.
Net Liquidation Proceeds: As to any Liquidated Contract, Liquidation
------------------------
Proceeds net of the sum of (i) Liquidation Expenses, (ii) all accrued and unpaid
interest thereon through the date the related Contract becomes a Liquidated
Contract and (iii) any amount required to be paid to the Obligor or any other
Person with an interest in the Manufactured Home or Mortgaged Property that is
senior to the interest of the Trust Fund.
Net Weighted Average Contract Rate: As to any Distribution Date, the
----------------------------------
weighted average of the Net Contract Rates of all of the Contracts as of the
first day of the related Collection
23
Period, weighted on the basis of the Scheduled Principal Balances of the
Contracts on the first day of the related Collection Period.
Non-United States Person: Any Person other than a United States Person.
------------------------
Nonrecoverable Advance: Any advance made or proposed to be made pursuant
----------------------
to Section 4.06, Section 4.09 or Section 5.01 which the Servicer believes, in
its good faith judgment, is not, or if made would not be, ultimately recoverable
from late payments, Liquidation Proceeds or otherwise. In determining whether
an advance is or will be nonrecoverable, the Servicer need not take into account
that it might receive any amounts in a deficiency judgment. The determination
by the Servicer that any advance is, or if made would constitute, a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Servicer delivered to the Trustee and stating the reasons for such
determination.
Obligor: Each Person who is indebted under a Contract or who has acquired
-------
a Manufactured Home subject to a Contract.
Officer's Certificate: A certificate (i) signed by the Chairman of the
---------------------
Board, the Vice Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Contract Seller or
the Servicer (or any other officer customarily performing functions similar to
those performed by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a particular subject) or (ii) if
provided for in this Agreement, signed by a Servicing Officer and delivered to
the Contract Seller and the Trustee, as the case may be, as required by this
Agreement.
Opinion Of Counsel: A written opinion of counsel, who may be the in-house
------------------
counsel for the Contract Seller or the Servicer, reasonably acceptable to the
Trustee and the Contract Seller, as the case may be.
Optional Termination Date: The date upon which the Pool Scheduled
-------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance.
Original Value: With respect to any Manufactured Home that was new at the
--------------
time the related Contract was originated, the retail stated cash sale price of
such Manufactured Home, plus taxes and, to the extent financed under such
Contract, closing fees paid to third parties, insurance and prepaid finance
charges. With respect to any Manufactured Home that was used at the time the
related Contract was originated, the total delivered sales price of such
Manufactured Home, plus taxes and, to the extent financed under such Contract,
closing fees paid to third parties, insurance and prepaid finance charges.
Outstanding: With respect to any Contract as to the time of reference
-----------
thereto, a Contract that has not been fully prepaid, has not become a Liquidated
Contract, and has not been repurchased pursuant to Section 3.05 prior to such
time of reference.
Outstanding Amount Advanced: As to any Distribution Date, the aggregate of
---------------------------
all Monthly Advances made by the Servicer out of its own funds pursuant to
Section 5.01 less the
24
aggregate of all Monthly Advance Reimbursement Amounts actually received by the
Servicer prior to such Distribution Date.
Ownership Interest: Any legal or beneficial, direct or indirect, ownership
------------------
or other interest.
Partial Prepayment: Any Principal Prepayment other than a Principal
------------------
Prepayment in Full.
Paying Agent: Any paying agent appointed pursuant to Section 9.13.
------------
Percentage Interest: As to any Certificate (other than a Class R
-------------------
Certificate) of any Class, the percentage interest evidenced thereby in
distributions required to be made on the Certificates of such Class, such
percentage interest being equal to the percentage obtained by dividing the
original denomination of such Certificate by the aggregate of the original
denominations of all of the Certificates of such Class; and as to a Class R
Certificate, the percentage set forth on the face thereof.
Permitted Transferee: Any Person other than (i) a Disqualified
--------------------
Organization or (ii) a Non-United States Person.
Person: Any individual, corporation, partnership, joint venture, limited
------
liability company, association, joint-stock company, trust, unincorporated
organization or government, or any agency or political subdivision thereof.
Pool Scheduled Principal Balance: As to any Distribution Date, the sum of
--------------------------------
the Scheduled Principal Balances of all Contracts at the end of the related
Collection Period.
Principal Distribution Tests A test that will be satisfied with respect to
----------------------------
any Distribution Date, if (i) the Average Sixty-Day Delinquency Ratio is less
than or equal to 6.0%, (ii) the Current Realized Loss Ratio is less than or
equal to 3.50%, and (iii) the Cumulative Realized Loss Test is satisfied.
Principal Prepayment: (i) Subject to clause (ii) of this definition, with
--------------------
respect to any Contract, any payment or any portion thereof or other recovery on
such Contract (other than a Liquidated Contract or a Contract repurchased
pursuant to Section 3.05) that exceeds the amount necessary to bring such
Contract current as of any Due Date unless (A) the related Obligor has notified
or confirmed with the Servicer that such payment is to be applied as Scheduled
Payments for future Due Dates or (B) the amount of such excess payment is
approximately equal (subject to a variance of plus or minus 10%) to the amount
of the Scheduled Payment on the next Due Date; (ii) notwithstanding the
provisions of the preceding clause (i), if any payment or any portion thereof or
other recovery on a Contract (other than a Liquidated Contract or a Contract
repurchased pursuant to Section 3.05) is sufficient to pay the outstanding
principal balance of such Contract, all accrued and unpaid interest at the
Contract Rate to the payment date and, at the option of the Servicer, all other
outstanding amounts owing on such Contract, the portion of the payments or
recoveries on such Contract during such Collection Period that is equal to the
Scheduled Principal Balance of such Contract after giving effect to the
scheduled payment on such Contract due in such Collection Period; and (iii) any
cash deposit made with respect to a Contract pursuant to Section 3.05.
25
Principal Prepayment In Full: Any Principal Prepayment specified in clause
----------------------------
(ii) of the definition of the term "Principal Prepayment."
Private Certificate: Any Class R Certificate.
-------------------
Rating Agency: Either Xxxxx'x or Fitch.
-------------
Record Date: With respect to any Distribution Date, the close of business
-----------
on the last Business Day of the month preceding such Distribution Date.
Regular Certificates: Any one of the Class A, Class M or Class B
--------------------
Certificates.
REMIC: A "real estate mortgage investment conduit" within the meaning of
-----
Section 860D of the Code.
REMIC Administrator: The Holder of the Class R Certificate on the Closing
-------------------
Date, or any successor thereto meeting the requirements set forth in Section
4.17 (c).
REMIC Provisions: Provisions of the federal income tax law relating to
----------------
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
REO Account: As defined in Section 4.17.
-----------
REO Property: As defined in Section 4.17.
------------
Replaced Contract: A Contract as to which the Contract Seller has a
-----------------
Repurchase Obligation and which, at the Contract Seller's option, is replaced in
the Trust Fund by an Eligible Substitute Contract pursuant to Section 3.05.
Repossession Profits: As to any Distribution Date, the excess, if any, of
--------------------
Net Liquidation Proceeds in respect of each Contract that became a Liquidated
Contract during the related Collection Period over the sum of the remaining
principal balance of such Contract prior to any write down thereof plus accrued
and unpaid interest at the related Contract Rate on the remaining principal
balance thereof from the Due Date to which interest was last paid by the Obligor
to the Due Date in the month in which such Contract became a Liquidated
Contract.
Repurchase Obligation: The obligation of the Contract Seller, set forth in
---------------------
Section 3.05, to repurchase the related Contracts as to which there exists an
uncured breach of a representation or warranty contained in Sections 3.02 or
3.03.
Repurchase Price: With respect to any Contract required to be repurchased
----------------
hereunder, an amount equal to the remaining principal amount outstanding on such
Contract as of the beginning of the month of repurchase plus accrued interest
from the Due Date with respect to which the Obligor last made a payment to the
Due Date in the Collection Period in which such Contract is repurchased.
26
Reserve Account: The Reserve Account established and maintained pursuant
---------------
to Section 5.09 hereof. The Reserve Account shall not be a part of the Trust
Fund or the REMIC.
Responsible Officer: When used with respect to the Trustee, the Paying
-------------------
Agent or the Certificate Administrator, the chairman or vice chairman of the
board of directors, the chairman or vice chairman of any executive committee of
the board of directors, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller, or any other officer
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.
Scheduled Amount: As to any Distribution Date, the amount equal to the
----------------
aggregate of the scheduled payments that were due during the Collection Period
ending immediately prior to such Distribution Date in respect of Contracts that
were Outstanding immediately following such Collection Period or whose last
scheduled payment was due during such Collection Period.
Scheduled Payment: As to any Distribution Date and each Contract, the
-----------------
amount equal to the scheduled payment that was due during the Collection Period
ending immediately prior to such Distribution Date in respect of each such
Contract that was Outstanding immediately following such Collection Period or
whose last scheduled payment was due during such Collection Period.
Scheduled Principal Balance: As to any Contract and any Distribution Date,
---------------------------
the principal balance of such Contract as of the Due Date in the Collection
Period next preceding such Distribution Date (or, with respect to the First
Distribution Date, as of the Cut-Off Date) as specified in the amortization
schedule for such Contract at the time relating thereto, after giving effect to
all previous Partial Prepayments, all previous scheduled principal payments
(whether or not paid), to the scheduled payment of principal due on such Due
Date and to all non-cash reductions to the related Contract during such
preceding Collection Period whether by bankruptcy or other similar proceeding or
other adjustment by the Servicer in the normal course of business of its
servicing activities.
Securities Act: The Securities Act of 1933, as amended.
--------------
Senior LOC: The unconditional and irrevocable letter of credit from
----------
GreenPoint Bank to the Trustee for the benefit of the Class A, Class M and Class
B-1 Certificateholders, in the form attached as an exhibit to the Senior LOC
Agreement.
Senior LOC Agreement: That certain Letter of Credit and Reimbursement
--------------------
Agreement, to be entered into between GreenPoint, in its capacity as LOC
Provider, and the Trustee, in the form attached hereto as Exhibit K-2.
-----------
Servicer: GreenPoint, or its successors in interest or any successor
--------
Servicer under this Agreement as provided by Section 7.06 or 7.07.
27
Servicer Deficiency Amount: With respect to any Distribution Date, the
--------------------------
product of the Deficiency Percentage and the aggregate of the Deficiency Amounts
received during the immediately preceding Collection Period.
Servicing File: All documents, records, and other items maintained by the
--------------
Servicer with respect to a Contract and not included in the corresponding
Contract File or the Land Home Contract File, as applicable, including the
credit application, credit reports and verifications, appraisals, tax and
insurance records, payment records, insurance claim records, correspondence, and
all historical computerized data files.
Servicing Officer: Any officer of the Servicer involved in, or responsible
-----------------
for, the administration and servicing of the Contracts whose name appears on a
list of servicing officers furnished to the Trustee by the Servicer, as such
list may from time to time be amended.
Sixty-Day Delinquency Ratio: As to any Distribution Date, the percentage
---------------------------
equivalent of the fraction, the numerator of which is the aggregate of the
outstanding principal balances (as of the end of the preceding Collection
Period) of all Contracts (including Contracts in respect of which the related
Manufactured Home has been repossessed but not yet liquidated) as to which a
Scheduled Payment thereon (without giving effect to any adjustments thereto by
reason of a bankruptcy or similar proceeding of the Obligor or any extension or
modification granted to such Obligor) is delinquent 60 days or more as of the
end of such Collection Period and the denominator of which is the Pool Scheduled
Principal Balance for such Distribution Date.
Spread Account: The separate Eligible Account created and initially
--------------
maintained by the Trustee pursuant to Section 5.08 in the name of the Trustee
for the benefit of the Holders of the Class A, Class M and Class B-1
Certificates. Funds in the Spread Account shall be held in trust for the
aforementioned Certificateholders for the uses and purposes set forth in this
Agreement.
Stated Amount: With respect to the Class B-2 LOC and any Distribution
-------------
Date, $25,500,000 plus all accrued and unpaid interest on the Class B-2
Certificates. With respect to the Senior LOC and the First Distribution Date,
$1,700,000, and with respect to each Distribution Date thereafter, $1,700,000
plus the aggregate amount drawn under the Class B-2 LOC in respect of principal;
provided, however, that the Stated Amount under the Senior LOC will not exceed
$6,800,000.
Startup Day: As defined in Section 4.17(b) hereof.
-----------
Tax: As defined in Section 4.17(g) hereof.
---
Tax Matters Person: The person designated as "tax matters person" in the
------------------
manner provided under Treasury Regulation Section 1.860F-4(d) and Section 6231
of the Code. Initially, this person shall be the REMIC Administrator.
Telerate Screen Page 3750: The display page so designated on the Bridge
-------------------------
Telerate Capital Markets Report, or such other page as may replace page 3750 on
such service for the purpose of displaying London interbank offered rates of
major banks.
Termination Auction: As defined in Section 10.01(b) hereof.
-------------------
28
Transfer: Any direct or indirect transfer or sale of any Ownership
--------
Interest in a Class R Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
----------
in a Class R Certificate.
Trustee: Bank One, National Association, or its successors or assigns or
-------
any successor under this Agreement.
Trust Fund: The corpus of the trust created by this Agreement, to the
----------
extent described herein, consisting of the Contracts (including the security
interest created thereby), including all rights to receive payments on the
Contracts due on or after the Cut-Off Date, such assets as shall from time to
time be identified as deposited in the Certificate Account, such assets as shall
from time to time be identified as deposited in the Spread Account, each
Manufactured Home and Mortgaged Property which secured a Contract (which has not
been repurchased pursuant to Section 3.05) and which has been acquired in
realizing upon such Contract, the Repurchase Obligation, each LOC and the
proceeds of the Hazard Insurance Policies.
2000-2 Agreement: The pooling and servicing agreement, to be dated as of
----------------
March 1, 2000, and to be entered into by and among the Contract Seller, the
Servicer and the Trustee, relating to the GreenPoint Credit Manufactured Housing
Contract Trust, Series 2000-2.
2000-2 Reserve Account: The reserve account, if any, established pursuant
----------------------
to the 2000-2 Agreement for the benefit of the Class A, Class M and/or Class B
Certificateholders.
UCC: The Uniform Commercial Code, as in effect in the relevant
---
jurisdiction.
United States Person: A citizen or resident of the United States, a
--------------------
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof or the District of Columbia (other
than a partnership not treated as a United States person under any applicable
Treasury Regulations), or an estate or trust whose income is subject to United
States federal income tax regardless of the source of income.
Undrawn Amount: With respect to any Distribution Date and each LOC, the
--------------
Stated Amount for such LOC, less all Draw Amounts in respect of such LOC from
prior Distribution Dates, plus, with respect to the Senior LOC, amounts
reimbursed to such LOC pursuant to Section 5.02 hereof.
Unpaid Class A Principal Shortfall: With respect to any Distribution Date,
----------------------------------
the amount, if any, by which the aggregate unreimbursed Class A Principal
Shortfalls for one or more prior Distribution Dates exceeds the amount
previously distributed to the Class A Certificateholders in respect of Class A
Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class B-1 Principal Shortfall: With respect to any Distribution
-------------------------------------
Date, the amount, if any, by which the aggregate Class B-1 Principal Shortfalls
for one or more prior Distribution Dates exceeds the amount previously
distributed to the Class B-1 Certificateholders in respect of Class B-1
Principal Shortfalls on one or more prior Distribution Dates.
29
Unpaid Class B-2 Principal Shortfall: With respect to any Distribution
-------------------------------------
Date, the amount, if any, by which the aggregate Class B-2 Principal Shortfalls
for one or more prior Distribution Dates exceeds the amount previously
distributed to the Class B-2 Certificateholders in respect of Class B-2
Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class M-1 Principal Shortfall: With respect to any Distribution
------------------------------------
Date, the amount, if any, by which the aggregate Class M-1 Principal Shortfalls
for one or more prior Distribution Dates exceeds the amount previously
distributed to the Class M-1 Certificateholders in respect of Class M-1
Principal Shortfalls on one or more prior Distribution Dates.
Unpaid Class M-2 Principal Shortfall: With respect to any Distribution
------------------------------------
Date, the amount, if any, by which the aggregate Class M-2 Principal Shortfalls
for one or more prior Distribution Dates exceeds the amount previously
distributed to the Class M-2 Certificateholders in respect of Class M-2
Principal Shortfalls on one or more prior Distribution Dates.
Voting Rights: The portion of the voting rights of all of the Certificates
-------------
that is allocated to any Certificate. As of any date of determination, 99% of
the Voting Rights shall be allocated among Holders of the Regular Certificates
in proportion to the Certificate Balances of their respective Certificates on
such date and 1% of the Voting Rights shall be allocated among Holders of the
Class R Certificates, in each case allocated among the Certificates of each such
Class in accordance with their respective Percentage Interests.
Section 1.02 Construction.
------------
Unless the context of this Agreement otherwise clearly requires, references
to the plural include the singular, the singular the plural and the part the
whole and "or" has the inclusive meaning sometimes represented by the phrase
"and/or." The words "include" or "including" shall be deemed followed by the
phrase "without limitation." The words "hereof," "herein," "hereunder" and
similar terms in this Agreement refer to the Agreement as a whole and not to any
particular provision of this Agreement. The Section and other headings
contained in this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, Schedule, Appendix and Exhibit
references are to this Agreement unless otherwise specified. The date as of
which this Agreement is dated has been assigned solely for purposes of
identification, and does not signify the date as of which assets are
transferred, securities are issued, or any other actions are taken hereunder,
and the parties specifically acknowledge and agree that the conveyance of the
Contracts pursuant to Section 2.01 and the delivery of the Certificates pursuant
to Section 2.07 have occurred on and are effective as of the Closing Date.
ARTICLE II
CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Contracts.
-----------------------
(a) GreenPoint, as Contract Seller, concurrently with the execution and
delivery hereof, does hereby transfer, sell, assign, set over and otherwise
convey to the Trustee without recourse (i) all of its right, title and interest
in and to the Contracts listed on the Contract
30
Schedule, as amended from time to time, (including the security interests
created thereby), including all principal of and interest due on or with respect
to such Contracts on or after the Cut-Off Date (other than payments of principal
and interest due on such Contracts before the Cut-Off Date), (ii) all of the
rights under all Hazard Insurance Policies relating to the Manufactured Homes
securing such Contracts for the benefit of the creditors under such Contracts,
(iii) all documents contained in the Contract Files and in the Land Home
Contract Files with respect to the related Contracts, and (iv) all proceeds of
any of the foregoing.
The ownership of each Contract and the contents of the related Contract
File or Land Home Contract File, as applicable, and Servicing File are vested in
the Trustee. The Servicer hereby disclaims any and all right, title and other
ownership interest in and to the Contracts (including the security interests
created thereby). The contents of each Contract File and, except as provided in
Section 4.16(e), the contents of each Land Home Contract File, as applicable,
and Servicing File are and shall be held by the Servicer for the benefit of the
Trustee as the owner thereof (it being understood that the Servicer's possession
of the contents of each Contract File or Land Home Contract File, as applicable,
and Servicing File so retained is for the sole purpose of servicing the related
Contract, and such retention and possession by the Servicer is in a custodial
capacity only). Neither the Contract Seller nor the Servicer shall take any
action inconsistent with the Trustee's ownership of the Contracts, and the
Contract Seller and the Servicer shall promptly indicate to all inquiring
parties that the Contracts have been sold, transferred, assigned, set over and
conveyed to the Trustee and shall not claim any ownership interest in the
Contracts.
(b) Although the parties intend that the conveyance of the Contract
Seller's right, title and interest in and to the Contracts pursuant to this
Agreement shall constitute a purchase and sale and not a loan, if such
conveyances are deemed to be a loan, the parties intend that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The parties also intend and agree that GreenPoint shall
be deemed to have granted to the Trustee, and GreenPoint does hereby grant to
the Trustee, a perfected first-priority security interest in (i) all of its
right, title and interest, whether now owned or hereafter acquired, in and to
the Contracts listed on the Contract Schedule, as amended from time to time
(including the security interests created thereby), including all principal of
and interest due on or with respect to such Contracts on or after the Cut-Off
Date (other than payments of principal and interest due on such Contracts before
the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies
relating to the Manufactured Homes securing such Contracts for the benefit of
the creditors under such Contracts, (iii) all documents contained in the
Contract Files and in the Land Home Contract Files with respect to the related
Contracts, and (iv) all proceeds of any of the foregoing. The parties intend and
agree that this Agreement shall constitute a security agreement under applicable
law. If the trust created by this Agreement terminates prior to the satisfaction
of the claims of any Person under any Certificates, the security interests
created hereby shall continue in full force and effect and the Trustee shall be
deemed to be the collateral agent for the benefit of such Person.
Section 2.02 Filing and Assignment, Name Change or Relocation.
------------------------------------------------
(a) On or prior to the Closing Date, the Servicer shall cause to be filed
in the office of the Secretary of State of California a UCC-1 financing
statement signed by GreenPoint
31
describing the related Contracts as collateral and naming GreenPoint as debtor
and the Trustee as secured party.
From time to time, the Servicer shall take and cause to be taken such
actions and execute such documents as are necessary to perfect and protect the
Certificateholders' interests in the Contracts and their proceeds and the
Manufactured Homes and the Mortgaged Properties against all other Persons,
including the filing of financing statements, amendments thereto and
continuation statements, the execution of transfer instruments and the making of
notations on or taking possession of all records or documents of title;
provided, however, that GreenPoint, so long as it is the Servicer, shall not be
-------- -------
required to cause notations to be made on any document of title relating to any
Manufactured Home or to execute any transfer instrument relating to any
Manufactured Home (other than a notation or a transfer instrument necessary to
show the Contract Seller as the lienholder or legal title holder) or, except as
provided in Section 4.22, to file documents in real property records with
respect to a Manufactured Home or related Contract, absent notice from the
Trustee or the Contract Seller or actual knowledge that such Manufactured Home
that does not secure a Land Home Contract has become real property under
applicable state law; and further provided, that the Servicer shall have no
------- --------
obligation pursuant to this sentence with respect to any failure to maintain a
first-priority perfected security interest which results from a breach of any
representation or warranty in Section 3.02(j) or (u) as to the Trustee's
security interest in a Manufactured Home, except to enforce the Contract
Seller's obligations in respect thereof in Section 3.05. The Trustee and the
Contract Seller agree to take whatever action is necessary to enable the
Servicer to fulfill its obligations as set forth in this Section 2.02(a).
(b) The Servicer agrees to pay all reasonable costs and disbursements in
connection with its duties specified in this Section 2.02.
Section 2.03 Acceptance by Trustee.
---------------------
(a) The Trustee hereby acknowledges conveyance of the Contracts to the
Trustee and declares that the Trustee, directly or through a custodian (which
shall be the Servicer pursuant to Section 4.16, except as provided under Section
4.16(e)), holds and will hold such Contract Files in trust for the use and
benefit of all present and future Certificateholders. The Trustee hereby
certifies (without any independent investigation) that it has no notice or
knowledge of (i) any adverse claim, lien or encumbrance with respect to any
Contract, (ii) any Contract being overdue or dishonored, (iii) any evidence on
the face of any Contract of any security interest therein adverse to the
Trustee's interest, or (iv) any defense against or claim against any Contract by
the Obligor or by any other party. The Trustee also hereby certifies that its
books and records will reflect it as the legal owner of the Contracts. Nothing
in this Agreement shall be construed to constitute acceptance by the Trustee of
any liability or obligation of the Contract Seller, whether on any Contract, to
any Obligor, or otherwise.
(b) The Trustee hereby acknowledges delivery of the LOCs to the Trustee and
declares that the Trustee holds and will hold the Senior LOC in trust for the
use and benefit of all present and future Class A Certificateholders, Class M
Certificateholders and Class B -1 Certificateholders and the Class B-2 LOC in
trust for the use and benefit of all present and future Class B-2
Certificateholders.
32
Section 2.04 Certificate Ratings.
-------------------
On the Closing Date, the Trustee shall authenticate and deliver the
Certificates upon instructions from the Contract Seller pursuant to Section 2.07
and the receipt of the following documents:
(a) A letter from each Rating Agency confirming that the Class A
Certificates have been assigned the rating of "Aaa" (in the case of Xxxxx'x) and
"AAA" (in the case of Fitch), the Class M-1 Certificates have been assigned the
rating of "Aa2" ( in the case of Xxxxx'x) and "AA" (in the case of Fitch), that
the Class M-2 Certificates have been assigned the rating of "A2" (in the case of
Xxxxx'x) and "A" (in the case of Fitch), that the Class B-1 Certificates have
been assigned the rating of "Baa2" (in the case of Xxxxx'x) and "BBB" (in the
case of Fitch); and that the Class B-2 Certificates have been assigned the
rating of "Baa2" (in the case of Xxxxx'x) and "BBB" (in the case of Fitch)
(b) An Officer's Certificate from the Servicer to the effect that the
Servicer has deposited the dollar amount specified in such Officer's Certificate
into the Certificate Account and that such dollar amount is an estimate of all
amounts received on the Contracts from and including the Cut-Off Date up to and
including the Closing Date; and
(c) Each LOC.
Notwithstanding anything in this Agreement to the contrary, the Servicer
shall deposit into the Certificate Account all amounts in respect of the
Contracts received on or after March 1, 2000 or otherwise required to be
deposited in the Certificate Account by other provisions of this Agreement
pursuant to Section 4.05.
Section 2.05 Representations and Warranties Regarding the Servicer.
-----------------------------------------------------
The Servicer makes the following representations and warranties to the
Trustee and the Certificateholders:
(a) Organization and Good Standing. The Servicer is a limited liability
------------------------------
company, duly organized, validly existing and in good standing under the laws of
the State of Delaware, and the Servicer has the corporate power to own its
assets and to transact the respective business in which it is currently engaged.
The Servicer is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction in which its type of organization and the
character of the business transacted by it or properties owned or leased by it
requires such qualification and in which the failure so to qualify would have a
material adverse effect on its business, properties, assets, or condition
(financial or other).
(b) Authorization; Binding Obligations. The Servicer has the power and
----------------------------------
authority to make, execute, deliver and perform this Agreement and all of the
transactions contemplated under the Agreement, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement. When executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of the Servicer enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or
33
similar laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.
(c) No Consent Required. The Servicer is not required to obtain the
-------------------
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement or in connection with the transaction of its
business, except such as have been obtained or where the failure to obtain any
such consent, license, approval or authorization, or to make any registration or
declaration does not materially adversely affect the interests of the Trust Fund
or the interests of the Certificateholders therein.
(d) No Violations. The execution, delivery and performance of this
-------------
Agreement by the Servicer will not violate any provision of any existing law or
regulation or any order or decree of any court applicable to the Servicer or the
charter or bylaws of the Servicer, or constitute a material breach of any
mortgage, indenture, contract or other agreement to which the Servicer is a
party or by which the Servicer is bound except where such violation or breach
does not materially adversely affect the interests of the Trust Fund or the
interests of the Certificateholders therein.
(e) Litigation. No litigation or administrative proceeding of or before any
----------
court, tribunal or governmental body is currently pending, or, to the knowledge
of the Servicer, threatened, against the Servicer or any of its properties or
with respect to this Agreement or the Certificates which, if adversely
determined, would in the opinion of the Servicer have a material adverse effect
on the transactions contemplated by this Agreement.
Within 60 days of the earlier of discovery by the Servicer or receipt of
notice by the Servicer of the breach of any representation, warranty or covenant
of the Servicer set forth in this Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Contract, the Servicer
shall cure such breach in all material respects.
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer.
------------------------------------------------------
Upon discovery by any of the Contract Seller, the Servicer or the Trustee
of a breach of any of the representations, warranties and covenants set forth in
Article III hereof which materially and adversely affects the value of the
Contracts or the interests of the Certificateholders in the Contracts (or which
materially and adversely affects the value of or the interest of the
Certificateholders in the related Contract in the case of a representation,
warranty or covenant set forth in Article III hereof and relating to a
particular Contract), the party discovering such breach shall give prompt
written notice to the other parties. The cure of such breach or the repurchase
or substitution for any affected Contract shall be done in accordance with
Section 3.05.
Section 2.07 Authentication and Delivery of Certificates.
-------------------------------------------
The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, has executed,
authenticated and delivered to or upon the order of the Contract Seller, the
Certificates in authorized denominations evidencing the
34
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates.
Section 2.08 Covenants of the Servicer.
-------------------------
The Servicer hereby covenants to the Contract Seller and the Trustee that
no written information, certificate of an officer, statement furnished in
writing or written report delivered to the Contract Seller, any Affiliate of the
Contract Seller or the Trustee and prepared by the Servicer pursuant to this
Agreement will contain any untrue statement of a material fact or omit to state
a material fact necessary to make the information, certificate, statement or
report not misleading.
Section 2.09 Covenants of the Contract Seller.
--------------------------------
During the term of this Agreement, the Contract Seller will not change its
name, identity or structure or relocate its chief executive office without first
giving written notice to the Trustee. If any change in the Contract Seller's
name, identity or structure or the relocation of its chief executive office
would make any financing or continuation statement or notice of lien filed under
this Agreement seriously misleading within the meaning of applicable provisions
of the UCC or any title statute, the Contract Seller, no later than five days
after the effective date of such change, shall file such amendments as may be
required to preserve and protect the Certificateholders' interests in the
Contracts and proceeds thereof and in the Manufactured Homes and the Mortgaged
Properties.
ARTICLE III
REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER
Section 3.01 Representations and Warranties of the Contract Seller.
-----------------------------------------------------
The Contract Seller makes the following representations and warranties to
the Trustee as of the Closing Date:
(a) Organization and Good Standing; Licensing. It is a limited liability
-----------------------------------------
company, duly organized, validly existing and in good standing under the laws of
the State of Delaware, and it has the power to own its assets and to transact
the business in which it is currently engaged. It is duly qualified to do
business as a foreign limited liability company and is in good standing in each
jurisdiction in which its type of organization and the character of the business
transacted by it or properties owned or leased by it requires such qualification
and in which the failure so to qualify would have a material adverse effect on
its business, properties, assets, or condition (financial or other). It was
properly licensed in each jurisdiction at the time of purchase or origination of
each Contract originated or purchased on an individual basis by it in such
jurisdiction to the extent required by the laws of such jurisdiction as applied
to the purchase or origination and servicing of such Contract, except where the
failure to be so licensed does not materially adversely affect the interests of
the Trust Fund or the Certificateholders in and to such Contract.
35
(b) Authorization; Binding Obligations. It has the power and authority to
----------------------------------
make, execute, deliver and perform this Agreement and all of the transactions
contemplated under this Agreement, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement. When
executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Contract Seller enforceable in accordance with its
terms, except as enforcement of such terms may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies.
(c) No Consent Required. It is not required to obtain the consent of any
-------------------
other party or any consent, license, approval or authorization from, or
registration or declaration with, any governmental authority, bureau or agency
in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except such as have been obtained or where the
failure to obtain any such consent, license, approval or authorization, or to
make any registration or declaration does not materially adversely affect the
interests of the Trust Fund or the interests of the Certificateholders therein.
(d) No Violations. The execution, delivery and performance of this
-------------
Agreement by the Contract Seller will not violate any provision of any existing
law or regulation or any order or decree of any court applicable to the Contract
Seller or the charter or bylaws of the Contract Seller, or constitute a material
breach of any mortgage, indenture, contract or other agreement to which the
Contract Seller is a party or by which the Contract Seller is bound except where
such violation or breach does not materially adversely affect the interests of
the Trust Fund or the interests of the Certificateholders therein.
(e) Litigation. No litigation or administrative proceeding of or before
----------
any court, tribunal or governmental body is currently pending or, to its
knowledge, threatened, against it or any of its properties or with respect to
this Agreement or the Certificates which, if adversely determined, would in the
opinion of the Contract Seller have a material adverse effect on the
transactions contemplated by this Agreement.
(f) Chief Executive Office. Its chief executive office is in California.
----------------------
Section 3.02 Representations and Warranties Regarding Each Contract.
------------------------------------------------------
The Contracts listed on the Contract Schedule have been sold by GreenPoint
in its capacity as Contract Seller to the Trust Fund on the date of execution
and delivery hereof. As a condition of the purchase by the Trust Fund, the
Contract Seller represents and warrants to the Trustee as of the Closing Date
(except as otherwise expressly stated):
(a) Payments. As of the Cut-Off Date, no Contract was more than 59 days
--------
delinquent.
(b) No Waivers. The terms of the Contract have not been waived, altered or
----------
modified in any respect, except by instruments or documents identified in the
Contract File or the Land Home Contract File, as applicable.
36
(c) Binding Obligation. The Contract is the legal, valid and binding
------------------
obligation of the Obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws affecting the
enforcement of creditors' rights generally and by general principles of equity.
(d) No Defenses. The Contract is not subject to any right of rescission,
-----------
setoff, counterclaim or defense, including the defense of usury, and the
operation of any of the terms of the Contract or the exercise of any right
thereunder will not render the Contract unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and no such right of rescission, setoff, counterclaim or
defense has been asserted with respect thereto.
(e) Insurance. The Manufactured Home securing the Contract is covered by a
---------
Hazard Insurance Policy in the amount required by Section 4.09. All premiums due
as of the Closing Date on such insurance have been paid in full to the
applicable providers of such insurance.
(f) Origination. To the knowledge of the Contract Seller, the Contract was
-----------
either (i) originated by a manufactured housing dealer acting in the regular
course of its business, and purchased on an individual basis by the Contract
Seller in the ordinary course of business, (ii) originated by the Contract
Seller in the ordinary course of business, or (iii) purchased from Bank of
America, FSB, which had originated such Contracts in the ordinary course of its
business.
(g) Lawful Assignment. The Contract was not originated in and is not
-----------------
subject to the laws of any jurisdiction whose laws would make the transfer of
such Contract from the Contract Seller to the Trust Fund under this Agreement
unlawful.
(h) Compliance with Law. All requirements of any federal, state or local
-------------------
law, including usury, truth-in-lending and equal credit opportunity laws and
lender licensing laws, applicable to the Contract have been complied with.
(i) Contract in Force. The Contract has not been satisfied or subordinated
-----------------
in whole or in part or rescinded, the Manufactured Home securing the Contract
has not been released from the lien of the Contract in whole or in part and, in
the case of a Land Home Contract, the related Mortgaged Property has not been
released from the related Mortgage.
(j) Valid Security Interest. The Contract, other than any Land Home
-----------------------
Contract, creates a valid, subsisting and enforceable (except as may be limited
by laws affecting creditors' rights generally) first-priority security interest
in favor of GreenPoint as secured lender, or agent thereof, in the Manufactured
Home covered thereby; such security interest has been assigned by the Contract
Seller as secured lender to the Trustee in accordance with the terms herein and;
the Trustee has a valid and perfected first-priority security interest in such
Manufactured Home. Each Mortgage is a valid first lien in favor of GreenPoint on
real property securing the amount owed by the Obligor under the related Land
Home Contract subject only to (a) the lien of current real property taxes and
assessments, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of such
Mortgage, such exceptions appearing of record being acceptable to mortgage
lending institutions generally in the area wherein the property subject to the
Mortgage is located or specifically reflected in the
37
appraisal obtained in connection with the origination of the related Land Home
and (c) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by such Mortgage. The Contract Seller has assigned all of its right, title and
interest in such Land Home Contract and related Mortgage, including the security
interest in the Manufactured Home covered thereby, to the Trustee. The Trustee
has and will have a valid and perfected and enforceable (except as may be
limited by laws affecting creditors' rights generally and by general principles
of equity) first priority security interest in such Land Home Contract.
(k) Capacity of Parties. All parties to the Contract had capacity to
-------------------
execute the Contract.
(l) Good Title. It purchased the Contract for value and took possession
----------
thereof, without knowledge that the Contract was subject to any security
interest. It has not sold, assigned or pledged the Contract to any Person other
than the Trust Fund, and prior to the transfer of the Contract by the Contract
Seller to the Trust Fund, it had good and marketable title thereto free and
clear of any encumbrance, equity, loan, pledge, charge, claim or security
interest and was the sole owner thereof with full right to transfer the Contract
to the Trust Fund.
(m) No Defaults. As of the Cut-Off Date, there was no default, breach,
-----------
violation or event permitting acceleration existing under the Contract and to
its knowledge, no event which, with notice and the expiration of any grace or
cure period, would constitute such a default, breach, violation or event
permitting acceleration under such Contract (except payment delinquencies
permitted by clause (a) above). The Contract Seller has not waived any such
default, breach, violation or event permitting acceleration.
(n) No Liens. As of the Closing Date, there are, to its knowledge, no
--------
liens or claims which have been filed for work, labor or materials affecting the
Manufactured Home or any related Mortgaged Property securing the Contract which
are or may be liens prior to, or equal or coordinate with, the lien of the
Contract.
(o) Installments. Such Contract provides for monthly payments of principal
------------
and interest which fully amortize the loan over its term. The scheduled monthly
payment allocable to interest on each Contract is calculated on the basis that
each scheduled monthly payment is applied on its Due Date, regardless of when it
is actually made.
(p) Enforceability. The Contract contains customary and enforceable
--------------
(except as may be limited by laws affecting creditors' rights generally and by
general principles of equity) provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
collateral of the benefits of the security.
(q) Contract Schedule. The information set forth in the Contract Schedule
-----------------
is true and correct.
(r) One Original. There is only one original executed Contract. Such
------------
original Contract is in the custody of the Servicer on the Closing Date.
38
(s) Loan-to-Value Ratio. At the time of its origination, such Contract had
-------------------
a Loan-to-Value Ratio (rounded to the nearest 1%) not greater than 100%.
(t) Not Real Estate. With respect to each Contract other than a Land Home
---------------
Contract, the related Manufactured Home is personal property and is not
considered or classified as part of the real estate on which it is located under
the laws of the jurisdiction in which it is located and was personal property
and was not considered or classified as part of the real estate on which it was
located under the laws of the jurisdiction in which it was located at the time
the related Contract was executed by the parties thereto, and with respect to
each Contract, including Land Home Contracts, the related Manufactured Home is,
to the Contract Seller's knowledge, free of damage (including earthquake or
hurricane damage) and in good repair.
(u) Notation of Security Interest. With respect to each Contract other
-----------------------------
than a Land Home Contract, if the related Manufactured Home is located in a
state in which notation of a security interest on the title document is required
or permitted to perfect such security interest, the title document shows, or, if
a new or replacement title document with respect to such Manufactured Home is
being applied for, such title document will be issued within 180 days and will
show, GreenPoint or BankAmerica Housing Services as the holder of a first-
priority security interest in such Manufactured Home. If the related
Manufactured Home is located in a state in which the filing of a financing
statement or the making of a fixture filing under the UCC is required to perfect
a security interest in manufactured housing, such filings have been duly made
and show GreenPoint or BankAmerica Housing Services as the secured party. If the
related Manufactured Home secures a Land Home Contract, such Manufactured Home
and the related Mortgaged Property is subject to a Mortgage properly filed in
the appropriate public recording office or such Mortgage will be properly filed
in the appropriate public recording office within 180 days, naming GreenPoint as
mortgagee. In either case, the Trustee has the same rights as the secured party
of record would have (if such secured party were still the owner of the
Contract) against all Persons (including the Contract Seller and any trustee in
bankruptcy of GreenPoint or BankAmerica Housing Services) claiming an interest
in such Manufactured Home. Assuming consummation of the transactions
contemplated herein the Trustee has the same rights as the secured party of
record would have (if such secured party were still the owner of the Contract)
against all Persons claiming an interest in such Manufactured Home and, if
applicable, such Mortgaged Property.
(v) Secondary Mortgage Market Enhancement Act. The related Manufactured
-----------------------------------------
Home is a "manufactured home" within the meaning of 00 Xxxxxx Xxxxxx Code,
Section 5402(6). With respect to the Contracts originated by Bank of America,
FSB, Bank of America, FSB meets the requirements of Section 3(a)(41)(A)(ii) of
the Securities Exchange Act of 1934, as amended. As of the Cut-Off Date, the
Contract Seller was approved for insurance by the Secretary of Housing and Urban
Development pursuant to Section 2 of the National Housing Act.
(w) Qualified Mortgage for REMIC. Each Contract is secured by a "single
----------------------------
family residence" within the meaning of Section 25(e)(10) of the Code. The fair
market value of the Manufactured Home securing each Contract was at least equal
to 80% of the adjusted issue price of the Contract at either (i) the time the
Contract was originated (determined pursuant to the REMIC Provisions) or (ii)
the time the Contract is transferred to the Trust Fund. Each Contract is a
"qualified mortgage" under Section 860G(a)(3) of the Code.
39
(x) Stamping of Contracts. Within 60 days of the Closing Date, each
---------------------
original Contract will have been stamped with the following legend: "This
Contract has been assigned to Bank One, National Association, as Trustee under
the Pooling and Servicing Agreement dated as of March 1, 2000 (between such
Trustee and GreenPoint Credit, LLC) or to any successor Trustee thereunder."
(y) Actuarial/Simple Interest Contracts. Except for $3,766,852.47 by
-----------------------------------
aggregate principal amount of the Contracts on the Cut-Off Date which are simple
interest Contracts, each Contract is an actuarial manufactured housing
installment loan agreement or a manufactured housing installment sales contract.
(z) Land Home Contracts. No Contract other than a Land Home Contract is
-------------------
secured, or intended to be secured, in whole or in part by the lien of a
mortgage or deed of trust creating a first lien or an estate in fee simple in
the real property.
(aa) Minimum and Maximum Contract Rate. As of the Cut-Off Date, the
---------------------------------
Contract with the lowest Contract Rate has a Contract Rate of 6.00% and the
Contract with the highest Contract Rate has a Contract Rate of 17.75%.
Section 3.03 Representations and Warranties Regarding the Contracts in the
-------------------------------------------------------------
Aggregate.
---------
The Contract Seller represents and warrants as of the Closing Date that:
(a) Amounts. The aggregate principal amounts payable by Obligors under the
-------
Contracts as of the Cut-Off Date (including scheduled principal payments due on
or after the Cut-Off Date but paid prior to the Cut-Off Date) equal or exceed
the Cut-Off Date Pool Principal Balance. The percentage (by outstanding
principal balance as of the Cut-Off Date) of the Contracts having a Net Contract
Rate that is less than the Class A-2 Pass-Through Rate is approximately 33.68%.
The percentage (by outstanding principal balance as of the Cut-Off Date) of the
Contracts having a Net Contract Rate that is less than the Class A-3 Pass-
Through Rate is approximately 35.08%. The percentage (by outstanding principal
balance as of the Cut-Off Date) of the Contracts having a Net Contract Rate that
is less than the Class A-4 Pass-Through Rate is approximately 36.31%. The
percentage (by outstanding principal balance as of the Cut-Off Date) of the
Contracts having a Net Contract Rate that is less than the Class A-5 Pass-
Through Rate is approximately 35.08%. The percentage (by outstanding principal
balance as of the Cut-Off Date) of the Contracts having a Net Contract Rate that
is less than the Class M-1 Pass-Through Rate is approximately 36.35%. The
percentage (by outstanding principal balance as of the Cut-Off Date) of the
Contracts having a Net Contract Rate that is less than the Class M-2 Pass-
Through Rate is approximately 44.41%. The percentage (by outstanding principal
balance as of the Cut-Off Date) of the Contracts having a Net Contract Rate that
is less than the Class B-1 Pass-Through Rate is approximately 44.41%. The
percentage (by outstanding principal balance as of the Cut-Off Date) of the
Contracts having a Net Contract Rate that is less than the Class B-2 Pass-
Through Rate is approximately 44.41%.
(b) Characteristics. The Contracts have the following characteristics as
---------------
of the Cut-Off Date: (i) Contracts representing approximately 86.67% of the
Contracts by remaining principal balance are attributable to loans for purchases
of new Manufactured Homes, and
40
approximately 13.3% thereof is attributable to loans for purchases of used
Manufactured Homes; (ii) not more than approximately 11.96% of the Contracts by
remaining principal balance as of the Cut-Off Date are secured by Manufactured
Homes located in any one state, not more than 1.00% of the Contracts by
remaining principal balance are secured by Manufactured Homes located in an area
with the same zip code, not more than 1.00% of the Contracts by remaining
principal balance are secured by Manufactured Homes located in the same
manufactured housing park; (iii) no Contract has a remaining maturity of more
than 360 months; (iv) no Contract was originated before November 30, 1998; (v)
the final scheduled payment date on the Contract with the latest maturity is in
February 23, 2030, and (v) approximately 27.5% of the Contracts by remaining
principal balance are secured, or intended to be secured, in whole or in part by
a Land Home Contract.
(c) Computer Tape. The Computer Tape made available by the Servicer as of
-------------
the close of business on February 29, 2000 was accurate as of its date and
includes a description of the same Contracts that are described in the Contract
Schedule.
(d) Marking Records. Within 7 days following the Closing Date, the
---------------
Contract Seller will have caused the portions of the electronic master record of
its manufactured housing installment sales contracts and installment loan
agreements relating to the Contracts sold by it as of the Closing Date to be
clearly and unambiguously marked to indicate that such Contracts constitute part
of the Trust Fund and are owned by the Trust Fund in accordance with the terms
of the trust created hereunder.
(e) No Adverse Selection. Except to ensure compliance with the
--------------------
representations and warranties made in Sections 3.02 and 3.03, no selection
procedures have been intentionally employed to achieve an adverse effect on the
interests of the Certificateholders or either LOC Provider in selecting the
Contracts.
Section 3.04 Representations and Warranties Regarding the Contracts.
------------------------------------------------------
The Contract Seller represents and warrants that:
(a) Possession. Immediately prior to the Closing Date, the Servicer will
----------
have possession of each original Contract and the related Contract File or Land
Home Contract File, as applicable (except for any certificate of title or
Mortgage that has not yet been returned from the appropriate public recording
office). There are and there will be no custodial agreements in effect
materially and adversely affecting the right of the Contract Seller to make, or
to cause to be made, any delivery required hereunder.
(b) Bulk Transfer Laws. The transfer, assignment and conveyance of the
------------------
Contracts, the Contract Files and the Land Home Contract Files by the Contract
Seller to the Trust Fund as contemplated by this Agreement are not subject to
the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction.
41
Section 3.05 Repurchases of Contracts or Substitution of Contracts for Breach
----------------------------------------------------------------
of Representations and Warranties.
---------------------------------
(a) The Contract Seller shall either (i) repurchase a Contract sold by
it to the Trust Fund at such Contract's Repurchase Price, or (ii) if the
Contract Seller is able to satisfy the conditions of Section 3.05(b), remove
such Contract from the Trust Fund and substitute therefor an Eligible Substitute
Contract in accordance with and subject to the limitations of Section 3.05(b),
in each case within 90 days after the Contract Seller becomes aware, or receives
written notice from the Servicer or the Trustee, of a breach of a representation
or warranty of the Contract Seller set forth in Section 3.02 or 3.03 of this
Agreement that materially adversely affects the Trust Fund's interest in such
Contract, unless such breach has been cured; provided, however, that with
-------- -------
respect to any Contract incorrectly described on the Contract Schedule with
respect to remaining principal balance, which the Contract Seller would
otherwise be required to repurchase pursuant to this Section 3.05, the Contract
Seller may, in lieu of repurchasing such Contract, deposit in the Certificate
Account not later than one Business Day after such Determination Date cash in an
amount sufficient to cure such deficiency or discrepancy; and further provided,
------- --------
that with respect to a breach of a representation or warranty relating to the
Contracts in the aggregate and not to any particular Contract, the Contract
Seller may select Contracts to repurchase or substitute for such that, had such
Contracts not been included as part of the Contract Pool and after giving effect
to such substitution, if any, there would have been no breach of such
representation or warranty; and further provided, that in connection with any
------- --------
Contract that the Contract Seller is required to repurchase or substitute due to
a breach of representation or warranty set forth in Section 3.03, the Contract
Seller shall at its own expense deliver to the Trustee an opinion of counsel to
the effect that the repurchase of such Contract will not cause the Trust Fund to
fail to qualify as a REMIC at any time any Certificate is outstanding under then
applicable REMIC Provisions, be deemed a contribution to the Trust Fund after
the Startup Day or cause any "prohibited transaction," in each case, that will
result in the imposition of a tax under the applicable REMIC Provisions. It is
understood and agreed that the obligation of the Contract Seller to repurchase
or substitute for any Contract sold by it as to which a breach of a
representation or warranty set forth in Section 3.02 or 3.03 of this Agreement
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders, the Trust Fund or the Trustee;
provided, however, that the Contract Seller shall defend and indemnify the
-------- -------
Trustee, the Certificate Administrator, the Trust Fund and the
Certificateholders against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel, which may be
asserted against or suffered by any of them as a result of third-party claims
arising out of any breach of a representation or warranty set forth in Section
3.02(c), (d), (g), (h) or (w) of this Agreement. Notwithstanding any other
provision of this Agreement, the obligation of the Contract Seller under this
Section 3.05 shall not terminate upon an Event of Default.
Notwithstanding any other provision of this Agreement to the contrary,
any amount received on or recovered with respect to repurchased Contracts or
Replaced Contracts during or after the month of repurchase shall be the property
of the Contract Seller and need not be deposited in the Certificate Account.
Notwithstanding the foregoing, the Contract Seller shall not deposit
cash into the Certificate Account pursuant to this Section 3.05 after the three-
month period beginning on the
42
Closing Date unless it shall first have obtained an Opinion of Counsel to the
effect that such deposit will not give rise to any tax under Section 86OF(a) (1)
of the Code or Section 86OG(d) of the Code. Any such deposit shall not be
invested.
The Trustee shall have no obligation to pay any taxes pursuant to this
Section 3.05, other than from moneys provided to it by the Contract Seller or
from moneys held therefor pursuant to Section 4.17. The Trustee shall be deemed
conclusively to have complied with this Section 3.05 if it follows the
directions of the Contract Seller required to be provided in the preceding
paragraph. Upon the repurchase of any Contract by the Contract Seller, the
Trustee shall delete such Contract from the Contract Schedule.
For reasons of administrative convenience in servicing of the
Contracts, notwithstanding the above provisions of this Section 3.05(a), the
Contract Seller shall not be required to repurchase or substitute for any
Contract relating to a Manufactured Home located in any jurisdiction on account
of a breach of the representation or warranty contained in Section 3.02(j) or
(u) of this Agreement solely on the basis of failure by the Contract Seller to
cause notations to be made on any document of title relating to any such
Manufactured Home or to execute any transfer instrument (including any UCC-3
assignments) relating to any such Manufactured Home (other than a notation or a
transfer instrument necessary to show the Contract Seller as lienholder or legal
title holder) unless (i) a court of competent jurisdiction has adjudged that,
because of such failure, the Trustee does not have a perfected first-priority
security interest in such related Manufactured Home, or (ii) (A) the Servicer
has received written advice of counsel to the effect that a court of competent
jurisdiction has held that, solely because of a substantially similar failure on
the part of a pledgor or assignor of manufactured housing contracts (who has
perfected the assignment or pledge of such contracts), a perfected first-
priority security interest was not created in favor of the pledgee or assignee
(as the case may be) in a related manufactured home which is located in such
jurisdiction and which is subject to the same laws regarding the perfection of
security interests therein as apply to Manufactured Homes located in such
jurisdiction, and (B) the Servicer shall not have completed all appropriate
remedial action with respect to such Manufactured Home within 90 days after
receipt of such written advice. Any such advice shall be from counsel selected
by the Servicer on a nondiscriminatory basis from among the counsel used by the
Servicer in its general business in the jurisdiction in question. The Servicer
shall have no obligation on an ongoing basis to seek any advice with respect to
the matters described in clause (ii) above. However, the Servicer shall seek
advice with respect to such matters whenever information comes to the attention
of its general counsel which causes such general counsel to determine that a
holding of the type described in clause (ii)(A) might exist. If any counsel
selected by the Servicer informs the Servicer that no holding of the type
described in clause (ii)(A) exists, such advice shall be conclusive and binding
on the parties with respect to the applicable date and jurisdiction.
(b) On or prior to the date that is the second anniversary of the
Closing Date, the Contract Seller, at its election, may substitute a Contract
for any Contract that it is otherwise obligated to repurchase pursuant to
Section 3.05(a) (such Contract being referred to as the "Replaced Contract")
upon satisfaction of the following conditions:
(i) the Contract to be substituted for the Replaced Contract is an
Eligible Substitute Contract and the Contract Seller delivers an Officer's
Certificate, substantially
43
in the form of Exhibit E, to the Trustee certifying that such Contract is
---------
an Eligible Substitute Contract, describing in reasonable detail how such
Contract satisfies the definition of the term "Eligible Substitute
Contract" (as to satisfaction of representations and warranties, such
description shall be that such Contract satisfies such representations and
warranties) and certifying that the Contract File or the Land Home Contract
File, as applicable, for such Contract is in the possession of the
Servicer;
(ii) the Contract Seller shall have delivered to the Trustee evidence
of filing with the appropriate office in California of a UCC-1 financing
statement executed by the Contract Seller as debtor and naming the Trustee
as secured party and listing such Contract as collateral;
(iii) the Contract Seller shall have delivered to the Trustee an
Opinion of Counsel (a) to the effect that the substitution of such Contract
for such Replaced Contract will not cause the Trust Fund to fail to qualify
as a REMIC at any time any Certificate is outstanding under then applicable
REMIC Provisions, be deemed a contribution to the Trust Fund after the
Startup Day or cause any "prohibited transaction," in each case, that will
result in the imposition of a tax under the applicable REMIC Provisions,
and (b) to the effect that, except as to Land Home Contracts, no filing or
other action other than the filing of financing statements on Form UCC-1
with the Secretary of State of the State of California, naming the Contract
Seller as debtor and the Trustee as secured party as required by Section
3.05(a) of this Agreement and the filing of continuation statements as
required by Section 2.02(a) is necessary to perfect as against third
parties the conveyance of the substitute Contract by the Contract Seller to
the Trustee; and
(iv) if the Scheduled Principal Balance of such Replaced Contract is
greater than the Scheduled Principal Balance of such Contract, the Contract
Seller shall have deposited in the Certificate Account the amount of such
excess (which amount shall be deemed a Principal Prepayment on such
Contract) and shall have included in the Officer's Certificate required by
clause (i) above a certification that such deposit has been made.
Upon satisfaction of such conditions, the Trustee shall add such
Contract to, and delete such Replaced Contract from, the Contract Schedule (or
cause such addition and deletion to be accomplished). Such substitution shall
be effected prior to the first Determination Date that occurs more than 90 days
after the Contract Seller becomes aware or receives written notice from the
Servicer or the Trustee, of the breach referred to in Section 3.05(a).
(c) Promptly after the repurchase referred to in Section 3.05(a) or the
substitution referred to in Section 3.05(b), the Trustee shall execute such
documents as are presented to it by the Contract Seller and are reasonably
necessary to reconvey the repurchased Contract or Replaced Contract, as the case
may be, to the Contract Seller.
(d) Notwithstanding anything in this Section 3.05 to the contrary, in
the event any Opinion of Counsel referred to in this Section 3.05 indicates that
a repurchase or substitution, as the case may be, of a Contract will result in
the imposition of a tax under the applicable REMIC Provisions with respect to
"prohibited transactions," or deemed a contribution to the REMIC
44
after the "start-up day," the Contract Seller shall not be required to
repurchase or substitute the Contract to which such Opinion of Counsel relates
unless and until the Servicer has determined there is an actual or imminent
default with respect thereto or that the defect or breach giving rise to the
repurchase or substitution obligation adversely affects the enforceability of
such Contract.
Section 3.06 General.
-------
(a) It is understood and agreed that the representations and
warranties in this Article III hereof shall remain operative and in full force
and effect, shall survive the transfer and conveyance of the Contracts by the
Contract Seller to the Trustee and shall inure to the benefit of the Trustee.
(b) Any cause of action against the Contract Seller relating to or
arising out of the breach of any of its representations and warranties made in
this Article III shall accrue as to any Contract upon (i) discovery of such
breach by the Contract Seller or notice thereof by the Trustee or Servicer to
the Contract Seller, (ii) failure by the Contract Seller to cure such breach,
and (iii) demand upon the Contract Seller by the Trustee for all amounts payable
in respect of such Contract under this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF CONTRACTS
Section 4.01 Responsibility for Contract Administration and Servicing.
--------------------------------------------------------
GreenPoint hereby agrees to act as Servicer under this Agreement. The
Certificateholders by their acceptance of the Certificates consent to GreenPoint
acting as Servicer. The Servicer shall service and administer the Contracts
and, subject to the terms of this Agreement, shall have full power and authority
to do any and all things which it may deem necessary or desirable in connection
with such servicing and administration. Subject to Section 4.02, without
limiting the generality of the foregoing, the Servicer hereby is authorized and
empowered, when the Servicer believes it appropriate in its best judgment, to
execute and deliver, on behalf of the Certificateholders and the Trust Fund or
any of them, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Contracts, with respect to the Manufactured Homes and with
respect to the Mortgaged Property. The Trustee shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate to enable
the Servicer to service and administer the Contracts. The relationship of the
Servicer (and of any successor to the Servicer as Servicer under this Agreement)
to the Trustee under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent of the
Trustee.
Section 4.02 Standard of Care.
----------------
In managing, administering, servicing and making collections on the
Contracts pursuant to this Agreement, the Servicer will, consistent with the
terms of this Agreement and applicable law, act with reasonable care, using that
degree of skill and care that it exercises with respect to similar manufactured
housing contracts owned and/or serviced by it, but in no event using a degree of
skill and care that is lower than that used generally in the servicing industry
for such
45
manufactured housing contracts; provided, however, that notwithstanding the
-------- -------
foregoing, the Servicer shall not release or waive the right to collect the
unpaid balance on any Contract except if default or foreclosure on such Contract
has occurred or in the reasonable judgment of the Servicer is imminent and such
waiver or release is in the best interest of the Trust, in the reasonable
judgement of the Servicer. Notwithstanding anything to the contrary contained in
this Agreement, no provision of this Agreement shall be construed so as to
require the Servicer to take any action or fail to take any action in respect of
a Contract which action or failure violates applicable law.
Section 4.03 Records.
-------
The Servicer, during the period it is Servicer hereunder, shall maintain
such books of account and other records as will enable the Trustee (if the
Trustee so elects in its discretion) to determine the status of each Contract.
Without limiting the generality of the preceding sentence, the Servicer shall
keep such records in respect of Liquidation Expenses as will enable the Trustee
(if the Trustee so elects in its discretion) to determine that the correct
amount of Net Liquidation Proceeds in respect of a Liquidated Contract has been
deposited in the Certificate Account.
Section 4.04 Inspection.
----------
(a) At all times during the term hereof, the Servicer shall afford the
Trustee and its authorized agents reasonable access during normal business hours
to the Servicer's records relating to the Contracts and will cause its personnel
to assist in any examination of such records by the Trustee or any of its
authorized agents. The examination referred to in this Section 4.04 will be
conducted in a manner which does not interfere unreasonably with the Servicer's
normal operations or customer or employee relations. Without otherwise limiting
the scope of the examination which the Trustee may make, the Trustee or its
authorized agents, using generally accepted audit procedures, may in their
discretion verify the status of each Contract and review the records relating
thereto for conformity to Monthly Reports prepared pursuant to Article V and
compliance with the standards represented to exist as to each Contract in this
Agreement.
(b) At all times during the term hereof, the Servicer shall keep
available a copy of the Contract Schedule at its principal executive office for
inspection by Certificate Owners.
Section 4.05 Establishment of and Deposits in Certificate Account.
----------------------------------------------------
On or before the Closing Date, the Trustee shall have established, and
thereafter shall maintain, a Certificate Account, which is an Eligible Account,
in the form of a segregated trust account titled "GreenPoint Manufactured
Housing Contract Trust, Pass-Through Certificates, Series 2000-1, Certificate
Account in trust for the Trustee as trustee for the benefit of the
Certificateholders." As of the Closing Date, the Certificate Account shall be a
segregated trust account established at Bank One, National Association and shall
be invested in the Trustee's Corporate Trust Short-Term Investment Fund (as long
as such fund is an Eligible Investment) or other similar Eligible Investment
selected by the Trustee. Eligible Investments shall mature or, in the case of a
money market fund, be redeemed not later than the Business Day immediately
preceding the Distribution Date next following the date of such investment
(except that, if such Eligible Investment is an obligation of the institution
that maintains the Certificate Account, then
46
such Eligible Investments shall mature or, in the case of a money market fund,
be redeemed not later than such Distribution Date), and shall not be sold or
disposed of prior to its maturity. All such Eligible Investments shall be made
in the name of the Trustee, as trustee for the benefit of the
Certificateholders. Without limiting the generality of the foregoing, the
Trustee shall select obligations for the investment of the Certificate Account
from among the investments specified in clauses (a) and (b) of the definition of
"Eligible Investments." The Trustee shall select such Eligible Investments,
which shall mature as provided above, in such manner as to achieve the following
objectives in the order stated: (1) preservation of principal values; and (2)
maximization of income.
All net income and gain realized from any such investments, to the extent
provided by this Agreement, shall be added to the Certificate Account.
The Servicer shall deposit in the Certificate Account as promptly as
practicable (but not later than the close of business of the second Business
Day) following receipt thereof:
(1) All amounts received from Obligors with respect to principal
of and interest on the Contracts (including Excess Contract Payments);
(2) All Net Liquidation Proceeds;
(3) All amounts required to be deposited by the Contract Seller
pursuant to Sections 3.05(a) and (b);
(4) All Monthly Advances pursuant to Section 5.01;
(5) Any proceeds of Hazard Insurance Policies pursuant to Section
4.11 and any amounts in respect of indemnification pursuant to Section
7.03;
(6) All amounts required to be withdrawn from an REO Account and
deposited in the Certificate Account in accordance with Section 4.17; and
(7) All Deficiency Amounts.
The Trustee shall cause the LOC Provider to deposit in the Certificate
Account all Draw Amounts pursuant to Section 5.08.
Section 4.06 Payment of Taxes.
----------------
If the Servicer becomes aware of the nonpayment by an Obligor of a real or
personal property tax or other tax or charge which may result in a lien upon a
Manufactured Home or Mortgaged Property prior to, or equal to or coordinate
with, the lien of the related Contract, the Servicer, consistent with Section
4.02, shall take action, including the advancing, but only to the extent that
the Servicer deems, in its sole judgement, such advance recoverable, of such
taxes or charges to avoid the attachment of any such lien. If the Servicer
shall have paid any such real or personal property tax or other tax or charge
directly on behalf of an Obligor, the Servicer may separately add such amount to
the Obligor's obligation as provided by the Contract, but, for the purposes of
this Agreement, may not add such amount to the remaining principal balance of
the
47
Contract. If the Servicer shall have repossessed a Manufactured Home or
Mortgaged Property on behalf of the Certificateholders and the Trustee, the
Servicer shall advance, but only to the extent that the Servicer, in its sole
judgment, deems such advance recoverable, the amount of any such tax or charge
arising during the time such Manufactured Home is in the Servicer's possession
or title to the Mortgaged Property is in the name of the Servicer (or any Person
acting on behalf of the Servicer), unless the Servicer is contesting in good
faith such tax or charge or the validity of the claimed lien on such
Manufactured Home or Mortgaged Property. If the Obligor does not reimburse the
Servicer for payment of such taxes or charges pursuant to this Section 4.06 and
the related Contract is liquidated after a default, the Servicer shall be
reimbursed for its payment of such taxes or charges out of the related
Liquidation Proceeds. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any such premiums, the amount of such insufficiency shall
constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.
Section 4.07 Enforcement.
-----------
(a) The Servicer, consistent with Section 4.02, shall act with respect
to the Contracts in such manner as will maximize the receipt of principal and
interest on such Contracts.
(b) The Servicer shall xxx to enforce or collect upon Contracts and,
where permitted by applicable law, may, in its sole judgment, xxx to collect any
Deficiency at its own expense, in its own name, if possible, or as agent for the
Trustee in its own name, if possible, or as agent for the Trust Fund. If the
Servicer elects to commence a legal proceeding to enforce a Contract, the act of
commencement shall be deemed to be an automatic assignment of the Contract to
the Servicer for purposes of collection only. If, however, in any enforcement
suit or legal proceeding it is held that the Servicer may not enforce a Contract
on the ground that it is not a real party in interest or a holder entitled to
enforce the Contract, the Trustee on behalf of the Certificateholders shall, at
the Servicer's expense, take such steps as the Servicer deems necessary to
enforce the Contract, including bringing suit in its name or the names of the
Certificateholders. If there has been a recovery of attorneys' fees in favor of
the Servicer or the Trust Fund in an action involving the enforcement of a
Contract, the Servicer shall be reimbursed out of such recovery for its out-of-
pocket attorney's fees and expenses incurred in such enforcement action.
(c) The Servicer shall exercise any rights of recourse against third
persons that exist with respect to any Contract in accordance with Section 4.02.
In exercising recourse rights, the Servicer is authorized on the Trustee's
behalf to reassign the Contract or to resell the related Manufactured Home and,
if applicable, the Mortgaged Property, to the Person against whom recourse
exists at the price set forth in the document creating the recourse.
(d) The Servicer may grant to the Obligor on any Contract any rebate,
refund or adjustment out of the Certificate Account that is required because of
an overpayment in connection with the partial prepayment or prepayment in full
of the Contract or otherwise. The Servicer may rescind, cancel or make material
modifications of the terms of any Contract (including modifying the amounts and
due dates of scheduled monthly payments); provided that, unless required by
applicable law or to bring Contracts into conformity with the representations
and warranties contained in Article III, the Servicer will not permit any
rescission or cancellation of any Contract or any material modification of a
Contract other than in connection with a default
48
or an imminent default on such Contract unless the Servicer obtains an Opinion
of Counsel to the effect that such modification will not cause the Trust Fund to
fail to qualify as a REMIC or result in the imposition of taxes on the Trust
Fund under the REMIC Provisions. Notwithstanding the foregoing, the Servicer
may, without an Opinion of Counsel, make a one-time modification to the Contract
Rate with respect to any Contract by an amount equal to the lesser of (i) 5% of
such Contract Rate and (ii) 0.50% provided, however, that the aggregate
Scheduled Principal Balance of the Contracts so modified shall in no event
exceed 10% of the Cut-Off Date Pool Principal Balance.
Section 4.08 Transfer of Certificate Account.
-------------------------------
The Trustee may transfer the Certificate Account to a different
depository institution from time to time, so long as the Certificate Account
remains an Eligible Account. The Trustee shall give notice of any transfer of
the Certificate Account to each Rating Agency prior to such transfer.
Section 4.09 Maintenance of Hazard Insurance Policies.
----------------------------------------
(a) Except as otherwise provided in subsection (b) of this Section
4.09, the Servicer shall cause to be maintained with respect to each Contract
one or more Hazard Insurance Policies which provide, at a minimum, the same
coverage as a standard form fire and extended coverage insurance policy that is
customary for manufactured housing, issued by a company authorized to issue such
policies in the state in which the Manufactured Home is located, and in an
amount which is not less than the maximum insurable value of such Manufactured
Home or the principal balance of the related Contract, whichever is less;
provided that such Hazard Insurance Policies may provide for customary
--------
deductible amounts, and further provided that the amount of coverage provided by
------- --------
each Hazard Insurance Policy shall be sufficient to avoid the application of any
co-insurance clause contained therein. If a Manufactured Home is located within
a federally designated special flood hazard area, the Servicer shall, to the
extent required by applicable law or regulation, also cause flood insurance to
be maintained, which coverage shall be at least equal to the minimum amount
specified in the preceding sentence or such lesser amount as may be available
under the federal flood insurance program. Each Hazard Insurance Policy caused
to be maintained by the Servicer shall contain a standard loss payee clause in
favor of the Servicer and its successors and assigns. If any Obligor is in
default in the payment of premiums on its Hazard Insurance Policy or Policies,
the Servicer shall advance such premiums out of its own funds (but only to the
extent that it deems, in its sole judgment, that such advances are recoverable),
and may add separately such premium to the Obligor's obligation as provided by
the Contract, but may not add such premium to the remaining principal balance of
the Contract for purposes of this Agreement. If the Obligor does not reimburse
the Servicer for payment of such premiums and the related Contract is liquidated
after a default, the Servicer shall be reimbursed for its payment of such
premiums out of the related Liquidation Proceeds.
(b) The Servicer may, in lieu of causing individual Hazard Insurance
Policies to be maintained with respect to each Manufactured Home pursuant to
subsection (a) of this Section 4.09, and shall, to the extent that the related
Contract does not require the Obligor to maintain a Hazard Insurance Policy with
respect to the related Manufactured Home, maintain one or more blanket insurance
policies covering losses as provided in subsection (a) of this Section 4.09
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resulting from the absence or insufficiency of individual Hazard Insurance
Policies. Any such blanket policy shall be substantially in the form that is the
industry standard for blanket insurance policies issued to cover Manufactured
Homes and in the amount sufficient to cover all losses on the Contracts. The
Servicer shall pay, out of its own funds, the premium for such policy on the
basis described therein and shall deposit in the Certificate Account, on the
Business Day next preceding the Determination Date following the Collection
Period in which the insurance proceeds from claims in respect of any Contracts
under such blanket policy are or should have been received, the deductible
amount with respect to such claims. The Servicer shall not, however, be required
to deposit any deductible amount with respect to claims under individual Hazard
Insurance Policies maintained pursuant to subsection (a) of this Section 4.09.
(c) If the Servicer shall have repossessed a Manufactured Home on
behalf of the Trustee, the Servicer shall either (i) maintain at its expense,
but only to the extent that it deems, in its sole judgment, such expense
recoverable, a Hazard Insurance Policy with respect to such Manufactured Home,
except that the Servicer shall be responsible for depositing any deductible
amount with respect to all claims under individual Hazard Insurance Policies, or
(ii) indemnify, to the extent that the Servicer should have maintained such
Hazard Insurance Policy pursuant to subclause (i) of this clause (c), the Trust
Fund against any damage to such Manufactured Home prior to resale or other
disposition that would have been covered by such Hazard Insurance Policy.
(d) Any cost incurred by the Servicer in maintaining any of the
foregoing insurance, for the purpose of calculating monthly distributions to
Certificateholders, shall not be added to the amount owing under the Contract,
notwithstanding that the terms of the Contract so permit. Except as provided in
the final sentence of this paragraph, the Servicer shall not be entitled to
reimbursement from the Contract Seller, the Trustee or the Certificateholders
for such costs. Such costs (other than the cost of the blanket policy) shall
only be recovered out of later payments by the Obligor for such premiums or, if
the related Contract is liquidated after a default, out of the related
Liquidation Proceeds. If Liquidation Proceeds are insufficient to reimburse the
Servicer for any such premiums, the amount of such insufficiency shall
constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.
Section 4.10 Fidelity Bond and Errors and Omissions Insurance.
------------------------------------------------
The Servicer shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies acceptable to FNMA and FHLMC, on all officers, employees
or other persons acting in any capacity with regard to the Contracts to handle
funds, money, documents and papers relating to the Contracts. Any such fidelity
bond and errors and omissions insurance shall protect and insure the Servicer
against losses, including forgery, theft, embezzlement, fraud, errors and
omissions and negligent acts of such persons. No provision of this Section 4.10
requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be in an amount as is customary for servicers that service a portfolio of
manufactured housing installment sales contracts of $100 million or more and
that are generally acceptable as servicers to institutional investors. On or
before April 1 of every year, the Servicer shall cause to be delivered to the
Trustee a certified true copy of such fidelity bond and insurance policy and a
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statement from the surety and the insurer that such fidelity bond or insurance
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trustee.
Section 4.11 Collections under Hazard Insurance Policies, Consent to
-------------------------------------------------------
Transfers of Manufactured Homes, Assumption Agreements.
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(a) In connection with its activities as administrator and Servicer of
the Contracts, the Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under any Hazard Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Hazard Insurance Policies or any blanket
policies obtained pursuant to Section 4.09(b) (except that the Servicer shall
not be required to make any advances that the Servicer believes, in its sole
judgment, would become a nonrecoverable advance). Any amounts collected by the
Servicer under any such Hazard Insurance Policies shall be deposited in the
Certificate Account pursuant to Section 4.05, except to the extent they are
applied to the restoration of the related Manufactured Home or released to the
related Obligor in accordance with the normal servicing procedures of the
Servicer.
(b) In connection with any transfer of ownership of a Manufactured
Home and, if applicable, the related Mortgaged Property, by an Obligor to a
Person, the Servicer shall consent to any such transfer and permit the
assumption by such Person of the Contract related to such Manufactured Home,
provided that (i) such Person, in the judgment of the Servicer, meets the
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Servicer's underwriting standards then in effect, (ii) such Person enters into
an assumption agreement, (iii) the Servicer determines that permitting such
assumption by such Person will not materially increase the risk of nonpayment of
such Contract and (iv) such action will not adversely affect or jeopardize any
coverage under any insurance policy required by this Agreement. In the event the
Servicer determines that the conditions of the proviso of the preceding sentence
have not been fulfilled, then the Servicer shall withhold its consent to any
such transfer, but only to the extent permitted under the Contract and
applicable law and governmental regulations and only to the extent that such
action will not adversely affect or jeopardize any coverage under any insurance
policy required by this Agreement. In connection with any such assumption, the
rate of interest borne by, and all other material terms of, the related Contract
shall not be changed.
(c) In any case in which a Manufactured Home or Mortgaged Property is
to be conveyed to a Person by an Obligor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Contract in
accordance with Section 4.11(b) or Section 4.07(d), upon the closing of such
conveyance, the Servicer shall cause the originals of the assumption agreement,
the release (if any), or the modification or supplement to the Contract to be
deposited with the Contract File or the Land Home Contract File, as applicable,
for such Contract. Any fee collected by the Servicer for entering into an
assumption or substitution of liability agreement with respect to such Contract
will be retained by the Servicer as additional servicing compensation.
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Section 4.12 Realization upon Defaulted Contracts.
------------------------------------
Subject to applicable law, the Servicer shall repossess, foreclose upon
or otherwise comparably convert the ownership of Manufactured Homes and
Mortgaged Property securing all Contracts that come into default and which the
Servicer believes in its good faith business judgment will not be brought
current. Subject to Section 4.17, the Servicer shall manage, conserve and
protect such Manufactured Homes and Mortgaged Property for the purposes of their
prompt disposition and sale, and shall dispose of such Manufactured Homes and
Mortgaged Property on such terms and conditions as it deems in the best
interests of the Certificateholders. If the Servicer has actual knowledge that a
Mortgaged Property is affected by hazardous waste, then the Servicer shall not
cause the Trust Fund to acquire title to such Mortgaged Property in a
foreclosure or similar proceeding. For purposes of the preceding sentence, the
Servicer shall not be deemed to have actual knowledge that a Mortgaged Property
is affected by hazardous waste unless it shall have received written notice that
hazardous waste is present on such property and such written notice has been
made a part of the Land Home Contract File with respect to the related Contract.
In connection with such activities, the Servicer shall follow such practices and
procedures as are consistent with Section 4.02.
Section 4.13 Costs and Expenses.
------------------
Except as otherwise expressly provided herein, all costs and expenses
incurred by the Servicer in carrying out its duties under this Agreement,
including all fees and expenses incurred in connection with the enforcement of
Contracts (including enforcement of defaulted Contracts and repossessions of
Manufactured Homes and Mortgaged Property securing such Contracts), shall be
paid by the Servicer, and the Servicer shall not be entitled to reimbursement
hereunder, except to the extent such reimbursement is specifically provided for
in this Agreement. Notwithstanding the foregoing, the Servicer shall be
reimbursed out of the Liquidation Proceeds of a defaulted Contract for
Liquidation Expenses incurred by it in realizing upon the related Manufactured
Home and Mortgaged Property, including, but not limited to: (i) costs of
refurbishing and securing such Manufactured Home; (ii) transportation expenses
incurred in moving the Manufactured Home; (iii) reasonable legal fees and
expenses of outside counsel; and (iv) sales commissions paid to Persons that are
not Affiliates of the Servicer. The Servicer shall not incur any Liquidation
Expenses unless it determines in its good faith business judgment that incurring
such expenses will increase the Net Liquidation Proceeds from such Manufactured
Home and Mortgaged Property and that the Servicer will be reimbursed for such
Liquidation Expenses.
Section 4.14 Trustee to Cooperate.
--------------------
(a) Upon payment in full of any Contract, the Servicer will notify the
Trustee on the next Distribution Date by a certificate of a Servicing Officer
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Certificate Account pursuant to Section 4.05 have been
deposited). The Servicer is authorized to execute an instrument in satisfaction
of such Contract and to do such other acts and execute such other documents as
the Servicer deems necessary to discharge the Obligor thereunder and eliminate
the security interest in the Manufactured Home. The Servicer shall determine
when a Contract has been paid in full. To the
52
extent insufficient payments are received on a Contract mistakenly determined by
the Servicer to be prepaid or paid in full and satisfied, the shortfall shall be
paid by the Servicer out of its own funds by deposit into the Certificate
Account.
(b) Upon request of a Servicing Officer, the Trustee shall, at the
expense of the Servicer, perform such acts as are reasonably requested by the
Servicer (including the execution of documents) and otherwise cooperate with the
Servicer in the enforcement of rights and remedies with respect to Contracts.
Section 4.15 Servicing and Other Compensation.
--------------------------------
The Servicer, as compensation for its activities hereunder including the
payment of fees and expenses of the Trustee, the Certificate Administrator and
the Paying Agent pursuant to Section 9.05, shall be entitled to receive on each
Distribution Date the Monthly Servicing Fee and Repossession Profits pursuant to
Section 5.03.
Additional servicing compensation in the form of Servicer Deficiency
Amounts, Late Payment Fees or Extension Fees and any transfer of equity or
assumption fees shall be retained by the Servicer. The Servicer shall not be
reimbursed for its costs and expenses in servicing the Contracts except as
otherwise expressly provided herein.
No transfer, sale, pledge or other disposition of the Servicer's right
to receive all or any portion of the Monthly Servicing Fee shall be made, and
any such attempted transfer, sale, pledge or other disposition shall be void,
unless such transfer is made to a successor Servicer in connection with the
assumption by such successor Servicer of the duties hereunder pursuant to
Section 7.07 and all (and not a portion) of the Monthly Servicing Fee is
transferred to such successor Servicer.
Section 4.16 Custody of Contracts.
--------------------
(a) Subject to the terms and conditions of this Section 4.16, the
Servicer agrees to act as custodian of the Contract Files (other than the Land
Home Contract Files) for the benefit of the Certificateholders and the Trust
Fund. The Certificateholders by their acceptance of the Certificates, consent to
the Servicer acting as custodian, and the Servicer agrees to maintain the
Contract Files (other than the Land Home Contract Files) as custodian therefor.
(b) The Servicer agrees to maintain the related Contract Files (other
than the Land Home Contract Files) at its offices where they are presently
maintained, or at such other offices of the Servicer in the State of California
as shall from time to time be identified to the Trustee by ten days' prior
written notice. The Servicer may temporarily move individual Contract Files,
Land Home Contract Files or, in each case, any portion thereof without notice as
necessary to conduct collection and other servicing activities in accordance
with its customary practices and procedures.
(c) As custodian, the Servicer shall have and perform the following
powers and duties:
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(i) hold the Contract Files (other than the Land Home Contract
Files) on behalf of the Certificateholders and the Trustee, maintain
accurate records pertaining to each Contract to enable it to comply with
the terms and conditions of this Agreement, maintain a current inventory
thereof and conduct annual physical inspections of Contract Files held by
it under this Agreement;
(ii) implement policies and procedures in writing and signed by a
Servicing Officer, with respect to persons authorized to have access to the
Contract Files on the Servicer's premises and the receipting for Contract
Files taken from their storage area by an employee of the Servicer for
purposes of servicing or any other purposes; and
(iii) attend to all details in connection with maintaining custody of
the Contract Files on behalf of the Certificateholders and the Trustee.
(d) In performing its duties under this Section 4.16, the Servicer
agrees to act in accordance with the standard of care set forth in Section 4.02.
The Servicer shall promptly report to the Trustee any failure by it to hold the
Contract Files as herein provided, and shall promptly take appropriate action to
remedy any such failure. In acting as custodian of the Contract Files, the
Servicer further agrees not to assert any beneficial ownership interests in the
Contracts, or the Contract Files. The Servicer agrees to indemnify the
Certificateholders and the Trustee for any and all liabilities, obligations,
losses, damages, payments, costs or expenses of any kind whatsoever which may be
imposed on, incurred or asserted against the Certificateholders and the Trustee
as the result of any act or omission by the Servicer relating to the maintenance
and custody of the Contract Files; provided, however, that the Servicer will not
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be liable for any portion of any such amount resulting from the negligence or
willful misconduct of any other Person.
(e) Not later than 60 days from the Closing Date, the Contract Seller
shall deliver, or cause to be delivered, to the Trustee the following:
(i) the Land Home Contract Files;
(ii) the original Land Home Contracts endorsed as provided in
Section 3.02(x) (which endorsement may be manual or facsimile signature)
on behalf of the Contract Seller; and
(iii) Assignments from the Contract Seller to the Trustee, which
Assignments shall be in form and substance for recording, but shall not
be recorded except as required by Section 4.22 below;
Notwithstanding anything to the contrary contained in this Section 4.16(e), in
those instances where the public recording office retains the original Mortgage,
the Assignment of the Mortgage or the intervening Assignments of the Mortgage
after it has been recorded, the Contract Seller shall be deemed to have
satisfied its obligations hereunder upon delivery to the Trustee of a copy of
such Mortgage, such Assignment or Assignments of Mortgage certified by the
public recording office to be a true copy of the recorded original thereof.
54
Within 90 days following the Closing Date, the Trustee shall review each
Land Home Contract File to determine that all required documents set forth in
each item of the first paragraph of this Section 4.16(e) have been executed and
received and that such documents relate to the Land Home Contracts identified on
the Contract Schedule. For purposes of this determination, the Trustee may rely
on the purported due execution and genuineness of any signature thereon. If
within such 90 day period the Trustee finds that any document constituting a
part of a Land Home Contract File was not executed, defective or received or is
unrelated to the Land Home Contracts identified in the Contract Schedule (in
this Section 4.16(e), a "defect"), the Trustee shall promptly upon the
conclusion of its review notify the Servicer and the Servicer shall notify the
Contract Seller. The Contract Seller shall have a period of 90 days from
receipt of such notice within which to correct or cure any such defect after the
Contract Seller has been notified of such. If the Contract Seller cannot
correct or cure any such defect with respect to a Land Home Contract within such
90 day period, it shall comply with the provisions of Section 3.05 hereof.
If recordation of any Assignment is required hereunder, the original of
each such recorded Assignment shall be delivered to the Trustee within 10 days
following the date on which it is returned to the Contract Seller by the office
with which such Assignment was filed for recordation. Upon receipt by the
Trustee of the recorded Assignment, such recorded Assignment shall become part
of the Land Home Contract File.
(f) Custodial Arrangements. The Trustee may appoint a custodian who is
----------------------
acceptable to the Servicer and the Contract Seller and who, upon execution of a
custodial agreement, shall maintain possession of the Land Home Contract Files,
together with assignments in recordable form, or such part of them as the
Trustee shall direct, as agent of the Trustee pursuant to the terms of such
custodial agreement. The appointment of such custodian shall not relieve the
Trustee of its obligations hereunder. The Trustee will notify the Rating
Agencies upon the appointment of any custodian.
The Trustee shall keep the Servicer apprised at all times after the
Closing Date of the location of the Land Home Contract Files. The Trustee shall
take all steps that are reasonably necessary or appropriate in order to
facilitate the Servicer's access to the Land Home Contract Files during normal
business hours of the Trustee or any custodian and shall cooperate fully with
the Servicer in securing such access.
Section 4.17 REMIC Compliance.
----------------
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state law.
Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates, Class M Certificates and Class
B Certificates shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the REMIC. The REMIC Administrator and the Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G of the Code) in the REMIC
other than the Certificates.
55
(b) The Closing Date is hereby designated as the "startup day" (the
"Startup Date") of the Trust Fund within the meaning of Section 860G(a)(9) of
the Code.
(c) The REMIC Administrator shall at all times hold a Class R
Certificate representing a 0.01% Percentage Interest of all Class R Certificates
and shall be designated as "the tax matters person" with respect to the REMIC in
the manner provided under Treasury Regulations section 1.860F-4(d) and temporary
Treasury Regulations section 301.6231(a)(7)-1T. The REMIC Administrator, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Contracts on deposit in the
Certificate Account provided by Section 5.03 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is not the Servicer
hereunder, the REMIC Administrator shall continue its duties as tax matters
person and shall be paid reasonable compensation not to exceed $3,000 per year
by the Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the tax returns that it determines are required with respect to the REMIC
created hereunder and deliver such tax returns in a timely manner to the Trustee
and the Trustee shall sign and file such tax returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax liability
arising from the Trustee's signing of tax returns that contain errors or
omissions. The Trustee and Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare tax
returns.
(e) The REMIC Administrator shall provide (i) to any transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of the REMIC.
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(f) The REMIC Administrator and the Servicer shall take such actions and
shall cause the REMIC created hereunder to take such actions as are reasonably
within the REMIC Administrator's or the Servicer's control and the scope of its
duties more specifically set forth herein as shall be necessary or desirable to
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Trustee shall assist the Servicer and the REMIC Administrator, to the extent
reasonably requested by the Servicer and the REMIC Administrator to do so). The
REMIC Administrator and the Servicer shall not knowingly or intentionally take
any action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within their respective control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the REMIC as a REMIC or (ii) result in the imposition of
a tax upon the REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860(G)(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the REMIC
Administrator or the Servicer, as applicable, has received an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails
to pay such expense, and the REMIC Administrator or the Servicer, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the REMIC Administrator, the Contract Seller, the Servicer or the
Trustee) to the effect that the contemplated action will not, with respect to
the REMIC created hereunder, endanger such status or, unless the REMIC
Administrator determines in its sole discretion to indemnify the Trust Fund
against the imposition of such a tax, result in the imposition of such a tax.
Wherever in this Agreement a contemplated action may not be taken because the
timing of such action might result in the imposition of a tax on the Trust Fund,
or may only be taken pursuant to an Opinion of Counsel that such action would
not impose a tax on the Trust Fund, such action may nonetheless be taken
provided that the indemnity given in the preceding sentence with respect to any
taxes that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the REMIC Administrator or the Servicer, as applicable, has advised
it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to the REMIC or its assets, or causing the
REMIC to take any action, which is not expressly permitted under the terms of
this Agreement, the Trustee will consult with the REMIC Administrator or the
Servicer, as applicable, or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to the
REMIC, and the Trustee shall not take any such action or cause the REMIC to take
any such action as to which the REMIC Administrator or the Servicer, as
applicable, has advised it in writing that an Adverse REMIC Event could occur.
The REMIC Administrator or the Servicer, as applicable, may consult with counsel
to make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the REMIC Administrator or the Servicer. At all times as
may be required by the Code, the Servicer will to the extent within its control
and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of the REMIC as "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax, including interest, penalties, additional
amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such Tax
shall be charged against amounts otherwise required to be distributed to the
Holders of the Class R Certificates. The Trustee is hereby authorized to retain,
or cause the Paying Agent to retain, from amounts otherwise required to be
distributed to the Holders of the Class R Certificates sufficient funds to pay
or provide for the payment of, and to actually pay, or cause the Paying Agent to
pay, such Tax as is legally owed by the Trust Fund (but such authorization shall
not prevent the Servicer
57
from contesting any such Tax in appropriate proceedings, and withholding payment
of such Tax, if permitted by law, pending the outcome of such proceedings). To
the extent that sufficient amounts cannot be so retained to pay or provide for
the payment of any tax imposed on gain realized from any prohibited transaction
(as defined in the REMIC Provisions), the Trustee is hereby authorized to and
shall segregate, into a separate non-interest-bearing account, the net income
from such prohibited transactions and pay, or cause the Paying Agent to pay,
such Tax. In the event any (i) amounts initially retained from amounts required
to be distributed to the Holders of the Class R Certificates and (ii) income so
segregated and applied towards the payment of such Tax shall not be sufficient
to pay such Tax in its entirety, the amount of the shortfall shall be paid from
funds in the Certificate Account notwithstanding anything to the contrary
contained herein. To the extent any such segregated income or funds from the
Certificate Account are paid to the Internal Revenue Service, the Trustee shall
retain, or cause to be retained, an amount equal to the amount of such income or
funds so paid from future amounts otherwise required to be distributed to the
Holders of the Class R Certificates and shall deposit such retained amounts in
the Certificate Account for distribution to the Holders of the Regular
Certificates.
(h) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to the REMIC on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to the REMIC unless (subject to Section
4.17(f)) the Servicer and the Trustee shall have received an Opinion of Counsel
(at the expense of the party seeking to make such contributions) to the effect
that the inclusion of such assets in the REMIC will not cause the REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding or
subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall (subject to Section
4.17(f)) enter into any arrangement by which the REMIC will receive a fee or
other compensation for services nor permit the REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a regular
interest in the REMIC would be reduced to zero is the sixth Distribution Date
following the latest scheduled maturity of any Contract.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Contracts (except in connection with (i) the default,
imminent default or foreclosure of a
58
Contract, including but not limited to, the acquisition or sale of a
Manufactured Home or a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of the
REMIC pursuant to Article X of this Agreement or (iv) a purchase of Contracts
pursuant to Article III of this Agreement) nor acquire any assets for the REMIC,
nor sell or dispose of any investments in the Certificate Account for gain nor
accept any contributions to the REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of the REMIC as a REMIC or
(b) unless the REMIC Administrator has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause the REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
(n) Each Holder of a Class R Certificate, by purchasing such Class R
Certificate, agrees to give the Servicer written notice that it is a "pass-
through interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of such Class R
Certificate, if it is, or is holding such Class R Certificate on behalf of, a
"pass-through interest holder." The Reserve Account and amounts distributed
thereto pursuant to Section 5.02(a) hereof shall not be an asset of the REMIC or
the Trust Fund. The Class R Certificateholder shall be the owner of the Reserve
Account for federal income tax purposes and shall be responsible for all taxes
payable with respect to distributions thereto.
(o) In the event that any Manufactured Home or Mortgaged Property is
acquired in a repossession (an "REO Property"), the Servicer shall sell any REO
Property within three years of its acquisition by the Trust Fund, unless (i) at
least 60 days before such three-year period would otherwise expire, the Servicer
applies for an extension of such three-year period pursuant to Sections
856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Servicer shall sell
such REO Property within the applicable extension period or (ii) at the request
of the Servicer, the Trustee seeks, and subsequently receives, an Opinion of
Counsel, addressed to the Trustee and the Servicer, to the effect that the
holding by the Trust Fund of such REO Property subsequent to three years after
its acquisition will not result in the imposition of taxes on "prohibited
transactions" of the Trust Fund as defined in Section 860F of the Code or cause
the Trust Fund to fail to qualify as a REMIC at any time that any Certificates
are outstanding. The Servicer shall manage, conserve, protect and operate each
REO Property solely for the purpose of its prompt disposition and sale in a
manner that does not cause any such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.
In connection with its efforts to sell such REO Property, the Servicer shall
either itself or through an agent selected by the Servicer protect and conserve
such REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent the
same, or any part thereof, as the Servicer deems to be in the best interest of
the Servicer and the Certificateholders for the period prior to the sale of such
REO Property.
(p) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with
respect to each REO Property an account
59
held in trust for the Trustee for the benefit of the Certificateholders (each,
an "REO Account"), which shall be an Eligible Account and the funds therein
shall be invested in Eligible Investments that will mature not later than the
Business Day preceding the applicable Determination Date. The Servicer shall be
entitled to retain or withdraw any interest income paid on funds deposited in
each REO Account by the depository.
(q) The Servicer shall deposit, or cause to be deposited, on a daily
basis in each REO Account all revenues received with respect to operation of the
related REO Property and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of the REO Property. On or before each
Determination Date, the Servicer shall withdraw from each REO Account and
deliver to the Trustee for deposit into the Certificate Account the income from
the REO Property on deposit in the REO Account, net of its reasonable fees and
expenses.
(r) The disposition of REO Property shall be carried out by the Servicer
at such price and upon such terms and conditions as the Servicer shall deem
necessary or advisable, as shall be normal and usual in its general servicing
activities.
(s) The proceeds from the disposition of any REO Property, net of any
reimbursement to the Servicer as provided herein, shall be deposited in the REO
Account and shall be deposited in the Certificate Account when the related
Contract becomes a Liquidated Contract.
Section 4.18 Management of REO Property.
--------------------------
(a) If the Trustee acquires any REO Property pursuant to Section 4.17,
the Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection therewith as are consistent with the manner in which the Servicer
manages and operates similar property owned by the Servicer or any of its
Affiliates, all on such terms and for such period as the Servicer deems to be in
the best interests of Certificateholders, and, consistent therewith, shall
withdraw from the REO Account, to the extent of amounts on deposit therein with
respect to such REO Property, funds necessary for the proper operation,
management and maintenance of such REO Property, including:
(i) all insurance premiums due and payable in respect to such REO
Property;
(ii) all real estate taxes and assessments in respect to such REO
Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO Property.
To the extent that amounts on deposit in the REO Account in respect of any
REO Property are insufficient for the purposes set forth in (i)-(iii) above with
respect to such REO Property, the Servicer shall advance from its own funds such
amount as is necessary for such purposes if, but only if, the Servicer would
make such advances if the Servicer owned such REO Property and if in the
Servicer's judgment, the payment of such amounts will be recoverable from the
operation or sale of such REO Property.
(b) Notwithstanding the foregoing, the Servicer shall not:
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(i) authorize or permit any construction on any REO Property, other
than the completion of a building or other improvement thereon, and then
only if more than ten percent of the construction of such building or
other improvement was completed before default on the related Contract
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(ii) directly operate, or allow any other Person to directly operate,
any REO Property on any date more than 90 days after its date of
acquisition;
unless, in any such case, the Servicer has requested and received an Opinion of
Counsel to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Servicer may take such actions as are specified in such Opinion of Counsel.
(c) The Servicer may contract with any Independent Contractor for the
operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith;
(ii) any such contract shall require, or shall be administered to
require, that (A) the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed in subsection (a) hereof, (B) hold all
related revenues in a segregated account, which shall be an Eligible
Account, and (C) remit all related revenues collected (net of such costs
and expenses and any fees retained by such Independent Contractor) to
the Servicer on a monthly or more frequent basis;
(iii) none of the provisions of this Section 4.18(c) relating to any
such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Servicer of any of its duties
and obligations to the Trustee on behalf of Certificateholders with
respect to the operation and management of any such REO Property; and
(iv) the Servicer shall be obligated with respect thereto to the same
extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.
The Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be entitled to pay all fees owed to
any such Independent Contractor out of the REO Account pursuant to Section 4.17.
(d) Subject to Section 4.18(b), the Servicer shall itself be entitled to
operate and manage any foreclosure property and, in such event, shall be
entitled to pay itself a monthly management fee in accordance with Section 4.17;
provided that the amount of such management
--------
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fee shall not exceed the amount customarily charged for the operation and
management of similar property in the locality of such REO Property by property
managers other than the Servicer or its Affiliates.
Section 4.19 Reports to the Securities and Exchange Commission.
-------------------------------------------------
The Servicer shall use reasonable efforts to assist the Contract Seller
in obtaining any information maintained by it in the ordinary course of
performing its duties hereunder that is necessary for the Contract Seller, on
behalf of the Trust Fund, to cause to be filed with the Securities and Exchange
Commission any periodic reports required to be filed under the provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Securities and Exchange Commission thereunder.
Section 4.20 Annual Statement as to Compliance.
---------------------------------
The Servicer will deliver to the Contract Seller, the Trustee and each
Rating Agency on or before April 1 of each year, commencing in 2001, an
Officer's Certificate (i) stating that a review of the activities of the
Servicer during the preceding calendar year and of performance under this
Agreement has been made under such officer's supervision, and (ii) stating that
to the best of such officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof.
Section 4.21 Annual Independent Public Accountants' Servicing Report.
-------------------------------------------------------
On or before April 1 of each year, commencing in 2001, the Servicer, at
its expense, shall cause a firm of independent public accountants which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Contract Seller, the Trustee and each Rating Agency to the
effect that such firm has examined certain documents and records relating to the
servicing of the Contracts under this Agreement and, at the option of the
Servicer, manufactured housing installment sale contracts and installment loan
agreements under pooling and servicing agreements substantially similar to this
Agreement with regard to servicing procedures (such statement to have attached
thereto a schedule setting forth the pooling and servicing agreements covered
thereby, including this Agreement) and that, on the basis of such examination
conducted substantially in compliance with this Agreement or such agreements, as
the case may be, and generally accepted auditing standards, such servicing has
been conducted substantially in compliance with this Agreement or such pooling
and servicing agreements, as the case may be, except for such exceptions as such
firm believes to be immaterial and such other exceptions or errors in records
that may be set forth in such statement. For purposes of such statement, such
firm may assume conclusively that all pooling and servicing agreements among the
Contract Seller, the Servicer and the Trustee relating to certificates
evidencing an interest in actuarial and or simple interest manufactured housing
contracts are substantially similar to one another, except for any such pooling
and servicing agreement which by its terms specifically states otherwise.
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Section 4.22 Retitling of Land Home Contracts.
--------------------------------
(a) If the Contract Seller or the Servicer receives actual notice or
knowledge that GreenPoint Bank, the parent of the Contract Seller, is no longer
assigned a long-term senior debt rating from Xxxxx'x of Baa3 or higher, the
Servicer shall promptly provide notice to the Trustee and Fitch that GreenPoint
Bank no longer has such rating. If at any time during the term of this
Agreement the Trustee receives written notice from the Servicer or the Contract
Seller that GreenPoint Bank does not have a long-term senior debt rating from
Xxxxx'x of Baa3 or higher, or if the Trustee otherwise becomes aware that the
Contract Seller is no longer assigned such rating, the Trustee, at the Contract
Seller's expense, shall file promptly in the appropriate recording offices the
assignments to the Trustee on behalf of the Trust Fund of each Mortgage securing
a Land Home Contract.
(b) If at any time GreenPoint Bank does not own, directly or indirectly,
51% of the membership interests of GreenPoint, GreenPoint shall promptly provide
notice to the Trustee that GreenPoint Bank no longer has such ownership
interest. If at any time during the term of this Agreement the Trustee receives
written notice from GreenPoint that GreenPoint Bank does not own, directly or
indirectly, 51% of the membership interests of GreenPoint, or if the Trustee
otherwise becomes aware that GreenPoint Bank no longer has such ownership
interest, the Trustee, at the Contract Seller's expense, shall file promptly in
the appropriate recording offices the assignments to the Trustee on behalf of
the Trust Fund of each Mortgage securing a Land Home Contract.
ARTICLE V
PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS
Section 5.01 Monthly Advances by the Servicer.
--------------------------------
(a) By the close of business on the day prior to each Distribution Date,
the Servicer shall (i) cause to be deposited, out of its own funds, in the
Certificate Account the Monthly Advance for the related Distribution Date, (ii)
direct the Trustee to apply all or a portion of the Excess Contract Payments in
the Certificate Account to make such Monthly Advance, or (iii) do any
combination of clauses (i) and (ii) to make such Monthly Advance. To the extent
that an Excess Contract Payment (or any portion thereof) that has been applied
pursuant to clause (ii) or (iii) is required for application as to all or a
portion of a scheduled payment due on the related Contract, the Servicer shall
deposit, out of its own funds, the amount of such Excess Contract Payment (or
the portion thereof required for such scheduled payment) into the Certificate
Account on the immediately succeeding Due Date, and the amount so deposited will
become part of the Outstanding Amount Advanced.
(b) The Servicer shall reimburse itself for the Outstanding Amount
Advanced out of (i) collections of delinquent payments of principal and interest
on Contracts as to which the Servicer previously made a Monthly Advance, (ii)
available funds in the Certificate Account attributable to Excess Contract
Payments or (iii) any combination of clauses (i) and (ii) above.
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(c) If the Servicer determines that any advance made pursuant to Section
5.01(a) has become a Nonrecoverable Advance and at the time of such
determination there exists an Outstanding Amount Advanced, then the Servicer
shall reimburse itself out of funds in the Certificate Account for the amount of
such Nonrecoverable Advance for the next succeeding Distribution Date) by
withdrawing such amount pursuant to Section 5.03(v), but not in excess of such
Outstanding Amount Advanced. If a Contract becomes a Liquidated Contract and at
such time there exists an Outstanding Amount Advanced, then the Servicer shall
reimburse itself out of funds in the Certificate Account for the portion of
Monthly Advances equal to the aggregate of delinquent scheduled payments on such
Contract to the Due Date in the Collection Period in which such Contract became
a Liquidated Contract, but not in excess of such Outstanding Amount Advanced.
Notwithstanding any other provision of this Agreement, under no circumstances
shall the Servicer be required to make a Monthly Advance that the Servicer
determines if made would be a Nonrecoverable Advance.
Section 5.02 Payments.
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(a) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account an amount equal to the sum of the Available Distribution
Amount and, with respect to clauses (i)-(x) below, the Senior LOC Draw Amount,
if any, and, with respect to clauses (xii) and (xiii) below, the Class B-2 LOC
Draw Amount, if any, and apply such amount, in the following order of priority,
to the distribution of:
(i) to the Class A Certificateholders, the Class A-1 Interest
Distribution Amount, the Class A-2 Interest Distribution Amount, the Class
A-3 Interest Distribution Amount, the Class A-4 Interest Distribution
Amount and the Class A-5 Interest Distribution Amount, respectively;
provided, that if the Available Distribution Amount, together with any
--------
Senior LOC Draw Amounts, is insufficient to make the full distributions of
interest referred to in this clause (i), the Available Distribution Amount,
together with the Senior LOC Draw Amounts, if any, shall be distributed on
such Classes of Certificates pro rata based on such full amounts allocable
to such Classes;
(ii) to the Class M-1 Certificateholders, the Class M-1 Interest
Distribution Amount;
(iii) to the Class M-2 Certificateholders, the Class M-2 Interest
Distribution Amount;
(iv) to the Class A Certificateholders, an amount equal to any
Unpaid Class A Principal Shortfall; provided that if the Available
--------
Distribution Amount, together with any Senior LOC Draw Amounts, is
insufficient to make the full distributions referred to in this clause
(iv), the Available Distribution Amount, together with the Senior LOC Draw
Amounts, if any, shall be distributed on such Classes of Certificates pro
rata based on such full amounts allocable to such Classes;
(v) to the Class A Certificateholders, the Class A Formula
Principal Distribution Amount in the following order of priority:
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(a) to the Class A-5 Certificateholders, the Class A-5 Lockout
Pro Rata Principal Distribution Amount, until the Class A-5
Certificate Balance is reduced to zero;
(b) to the Class A-1 Certificateholders until the Class A-1
Certificate Balance is reduced to zero;
(c) to the Class A-2 Certificateholders until the Class A-2
Certificate Balance is reduced to zero;
(d) to the Class A-3 Certificateholders until the Class A-3
Certificate Balance is reduced to zero;
(e) to the Class A-4 Certificateholders until the Class A-4
Certificate Balance is reduced to zero; and
(f) to the Class A-5 Certificateholders until the Class A-5
Certificate Balance is reduced to zero;
(vi) to the Class M-1 Certifcateholders, an amount equal to the sum
of: (A) the Class M-1 Liquidation Loss Interest Amount, (B) the Class M-1
Unpaid Liquidation Loss Interest Shortfall, together with interest thereon,
to the extent legally permissible, at the Class M-1 Pass-Through Rate, (C)
the Unpaid Class M-1 Principal Shortfall, if any; and (D) an amount equal
to the Class M-1 Formula Principal Distribution Amount until the Class M-1
Certificate Balance is reduced to zero;
(vii) to the Class M-2 Certificateholders, an amount equal to the sum
of: (A) the Class M-2 Liquidation Loss Interest Amount, (B) the Class M-2
Unpaid Liquidation Loss Interest Shortfall, together with interest thereon,
to the extent legally permissible, at the Class M-2 Pass-Through Rate, (C)
the Unpaid Class M-2 Principal Shortfall, if any, and (D) an amount equal
to the Class M-2 Formula Principal Distribution Amount, until the Class M-2
Certificate Balance has been reduced to zero;
(viii) to the Class B-1 Certificateholders, the Class B-1 Interest
Distribution Amount;
(ix) to the Class B-1 Certificateholders, an amount equal to the sum
of: (A) the Class X-0 Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxxx, (X) the Class B-1
Unpaid Liquidation Loss Interest Shortfall, together with interest thereon,
to the extent legally permissible, at the Class B-1 Pass-Through Rate and
(C) the Unpaid Class B-1 Principal Shortfall, if any;
(x) to the Class B-1 Certificateholders, the Class B Formula
Principal Distribution Amount, until the Class B-1 Certificate Balance has
been reduced to zero;
(xi) to the LOC Provider, an amount equal to any unreimbursed Draw
Amounts on the Senior LOC;
65
(xii) to the Class B-2 Certificateholders, the Class B-2 Interest
Distribution Amount;
(xiii) to the Class B-2 Certificateholders, an amount equal to the sum
of: (A) the Class X-0 Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxxx, (X) the Class B-2
Unpaid Liquidation Loss Interest Shortfall, together with interest thereon,
to the extent legally permissible, at the Class B-2 Pass-Through Rate, (C)
the Unpaid Class B-2 Principal Shortfall, if any; and (D) the Class B
Formula Principal Distribution Amount, until the Class B-2 Certificate
Balance has been reduced to zero;
(xiv) to the LOC Provider, an amount equal to any unreimbursed Draw
Amounts on the Class B-2 LOC; and
(xv) to the Reserve Account or, if the Reserve Account has been
terminated pursuant to Section 5.09 hereof, to the Class R
Certificateholders, any remaining Available Distribution Amount.
In addition, notwithstanding the prioritization of the distribution of the
Formula Principal Distribution Amount to the Holders of the Class A Certificates
pursuant to clause (v) above, on a Distribution Date, if any, in respect of
which a Deficiency Event is in effect, the portion of the Formula Principal
Distribution Amount for such Distribution Date that would otherwise be
distributed sequentially to the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Certificateholders pursuant to clause (v) above will instead be
distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
Certificateholders pro rata based upon the Certificate Balance of each such
Class immediately prior to such Distribution Date until the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
Certificates have been reduced to zero.
Such distributions to the Class A-1 Certificateholders, Class A-2
Certificateholders, Class A-3 Certificateholders, Class A-4 Certificateholders,
Class A-5 Certificateholders, Class M-1 Certificateholders, Class M-2
Certificateholders, Class B-1 Certificateholders, and Class B-2
Certificateholders shall be made such that the Trustee shall distribute (a) to
each Class A-1 Certificateholder as of the preceding Record Date an amount equal
to the product of the aggregate Percentage Interest evidenced by such
Certificateholder's Class A-1 Certificates and the Class A-1 Distribution Amount
for such Distribution Date, (b) to each Class A-2 Certificateholder as of the
preceding Record Date an amount equal to the product of the aggregate Percentage
Interest evidenced by such Certificateholder's Class A-2 Certificates and the
Class A-2 Distribution Amount for such Distribution Date, (c) to each Class A-3
Certificateholder as of the preceding Record Date an amount equal to the product
of the aggregate Percentage Interest evidenced by such Certificateholder's Class
A-3 Certificates and the Class A-3 Distribution Amount for such Distribution
Date, (d) to each Class A-4 Certificateholder as of the preceding Record Date an
amount equal to the product of the aggregate Percentage Interest evidenced by
such Certificateholder's Class A-4 Certificates and the Class A-4 Distribution
Amount for such Distribution Date, (e) to each Class A-5 Certificateholder as of
the preceding Record Date an amount equal to the product of the aggregate
Percentage Interest evidenced by such Certificateholder's Class A-5 Certificates
and the Class A-5 Distribution Amount for such Distribution Date, (f) to each
Class M-1
66
Certificateholder as of the preceding Record Date an amount equal to the product
of the aggregate Percentage Interest evidenced by such Certificateholder's Class
M-1 Certificates and the Class M-1 Distribution Amount for such Distribution
Date, (g) to each Class M-2 Certificateholder as of the preceding Record Date an
amount equal to the product of the aggregate Percentage Interest evidenced by
such Certificateholder's Class M-2 Certificates and the Class M-2 Distribution
Amount for such Distribution Date, (h) to each Class B-1 Certificateholder as of
the preceding Record Date an amount equal to the product of the aggregate
Percentage Interest evidenced by such Certificateholder's Class B-1 Certificates
and the Class B-1 Distribution Amount for such Distribution Date, and (i) to
each Class B-2 Certificateholder as of the preceding Record Date an amount equal
to the product of the aggregate Percentage Interest evidenced by such
Certificateholder's Class B-2 Certificates and the Class B-2 Distribution Amount
for such Distribution Date. The Trustee shall pay each Certificateholder of
record by check mailed to such Certificateholder at the address for such
Certificateholder appearing on the Certificate Register; provided that if such
--------
Certificateholder holds Certificates evidencing a Percentage Interest
aggregating 10% or more with respect to such Class and has given the Trustee
appropriate written instructions at least 10 days prior to the related
Distribution Date (which instructions, until revised, shall remain operative for
all Distribution Dates thereafter), the Trustee shall pay such Certificateholder
by wire transfer of funds. If on any Determination Date the Servicer determines
that there are no Contracts outstanding and no other funds or assets in the
Trust Fund other than the funds in the Certificate Account, the Servicer
promptly shall notify the LOC Provider and the Trustee and instruct the Trustee
to send the final distribution notice to each Certificateholder and make
provision for the final distribution in accordance with Section 10.01(c). Final
payment of any Certificate shall be made only upon presentation of such
Certificate at the office or agency of the Certificate Registrar.
(b) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account (solely out of the Available Distribution Amount for such
Distribution Date after giving effect to the distributions made to the
Certificateholders and the LOC Provider pursuant to Section 5.02(a)) and
distribute the amount specified in Section 5.02(a)(xv) for such Distribution
Date to the Reserve Account or to the Class R Certificateholders, as applicable,
by wire transfer of immediately available funds. Such distribution shall be made
by a means that is mutually acceptable to the Trustee and the Class R
Certificateholders.
(c) Each distribution with respect to a Global Certificate shall be paid
to the Depository, which shall credit the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Global Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Certificates. Neither the Trustee, the Certificate Registrar, the Contract
Seller nor the Servicer shall have any responsibility therefor. To the extent
applicable and not contrary to the rules of the Depository, the Trustee shall
comply with the provisions of the forms of the Certificates as set forth in
Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Exhibit B-
----------- ----------- ----------- ----------- ----------- ---------
6, Exhibit X-0, Xxxxxxx X-0, Exhibit B-9 and Exhibit C (reverse of
- ----------- ----------- ----------- ---------
Certificates) hereto.
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Section 5.03 Permitted Withdrawals from the Certificate Account.
--------------------------------------------------
The Servicer may, from time to time as provided herein, make withdrawals
from the Certificate Account of amounts deposited therein pursuant to Section
4.05 that are attributable to the Contracts for the following purposes:
(i) to pay to the Contract Seller with respect to each Contract
sold by it or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 3.05, all amounts received
thereon that are specified in such Section to be property of the Contract
Seller;
(ii) to reimburse itself for the payment of taxes or charges out of
Liquidation Proceeds (to the extent not previously retained from such
Liquidation Proceeds prior to their deposit) or out of payments expressly
made by the related Obligor to reimburse the Servicer for such taxes or
charges, as permitted by Section 4.06;
(iii) to pay to itself the Monthly Servicing Fee and Servicer
Deficiency Amounts and Repossession Profits, if any;
(iv) to reimburse itself or a previous Servicer out of Liquidation
Proceeds (to the extent not previously retained from Liquidation Proceeds
prior to their deposit in the Certificate Account) in respect of a
Manufactured Home and out of payments by the related Obligor (to the extent
of payments expressly made by the Obligor to reimburse the Servicer for
insurance premiums) for expenses incurred by it in respect of such
Manufactured Home that are specified as being reimbursable to it pursuant
to Section 4.07, 4.09, 4.13 or 4.18 or to a previous Servicer under Section
7.07;
(v) to reimburse itself for any Nonrecoverable Advances and for
Monthly Advances in respect of Liquidated Contracts, in each case, in
accordance with Section 5.01(c);
(vi) after the Class A-1 Certificate Balance, Class A-2 Certificate
Balance, Class A-3 Certificate Balance, Class A-4 Certificate Balance,
Class A-5 Certificate Balance, Class M-1 Certificate Balance, Class M-2
Certificate Balance, Class B-1 Certificate Balance and Class B-2
Certificate Balance have been reduced to zero and all amounts owing to the
LOC Provider have been reimbursed, to reimburse the Servicer and the REMIC
Administrator, pro rata, for expenses incurred and reimbursable to the
Servicer pursuant to Section 7.05 and to the REMIC Administrator pursuant
to Section 4.17(c); and
(vii) to withdraw any amount deposited in the Certificate Account
that was not required to be deposited therein (including any collections on
the Contracts that, pursuant to Section 2.01(a), are not part of the Trust
Fund).
Since, in connection with withdrawals pursuant to clauses (i), (ii) and
(iv) of this Section 5.03, the Servicer's entitlement thereto is limited to
collections or other recoveries on the related Contract, the Servicer shall keep
and maintain separate accounting, on a Contract by
68
Contract basis, for the purpose of justifying any withdrawal from the
Certificate Account pursuant to such clauses.
Section 5.04 Monthly Reports.
---------------
At least two Business Days prior to each Distribution Date, the Servicer
shall cause the Trustee, the LOC Provider, the Rating Agencies, the Contract
Seller and the Certificate Administrator to receive a Monthly Report, which
report shall include the following information with respect to the immediately
following Distribution Date:
(a) the Class A-1 Distribution Amount for such Distribution Date;
(b) the amount of principal to be distributed to the Class A-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Distribution Amount and the amount of Unpaid Class A Principal
Shortfall distributed to such Class;
(c) the amount of interest to be distributed to Class A-1
Certificateholders on such Distribution Date (separately identifying any Class
A-1 Unpaid Interest Shortfall included in such distribution);
(d) the remaining Class A-1 Certificate Balance after giving effect to the
payment of principal to be made on such Distribution Date (on which interest
will be calculated on the next succeeding Distribution Date);
(e) the Class A-2 Distribution Amount for such Distribution Date;
(f) the amount of principal to be distributed to the Class A-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class A Principal Shortfall
distributed to such Class;
(g) the amount of interest to be distributed to Class A-2
Certificateholders on such Distribution Date (separately identifying any Class
A-2 Unpaid Interest Shortfall included in such distribution);
(h) the remaining Class A-2 Certificate Balance after giving effect to the
payment of principal to be made on such Distribution Date (on which interest
will be calculated on the next succeeding Distribution Date);
(i) the Class A-3 Distribution Amount for such Distribution Date;
(j) the amount of principal to be distributed to the Class A-3
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class A Principal Shortfall
distributed to such Class;
69
(k) the amount of interest to be distributed to Class A-3
Certificateholders on such Distribution Date (separately identifying any Class
A-3 Unpaid Interest Shortfall included in such distribution);
(l) the remaining Class A-3 Certificate Balance after giving effect to the
payment of principal to be made on such Distribution Date (on which interest
will be calculated on the next succeeding Distribution Date);
(m) the Class A-4 Distribution Amount for such Distribution Date;
(n) the amount of principal to be distributed to the Class A-4
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class A Principal Shortfall
distributed to such Class;
(o) the amount of interest to be distributed to Class A-4
Certificateholders on such Distribution Date (separately identifying any Class
A-4 Unpaid Interest Shortfall included in such distribution);
(p) the remaining Class A-4 Certificate Balance after giving effect to the
payment of principal to be made on such Distribution Date (on which interest
will be calculated on the next succeeding Distribution Date);
(q) the Class A-5 Distribution Amount for such Distribution Date;
(r) the amount of principal to be distributed to the Class A-5
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Amount and the amount of Unpaid Class A Principal Shortfall
distributed to such Class;
(s) the amount of interest to be distributed to Class A-5
Certificateholders on such Distribution Date (separately identifying any Class
A-5 Unpaid Interest Shortfall included in such distribution);
(t) the remaining Class A-5 Certificate Balance after giving effect to the
payment of principal to be made on such Distribution Date (on which interest
will be calculated on the next succeeding Distribution Date);
(u) the Class M-1 Distribution Amount for such Distribution Date;
(v) the amount of principal to be distributed to the Class M-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Distribution Amount;
(w) the amount of Unpaid Class M-1 Principal Shortfall distributed to such
Class, the aggregate amount of any Class M-1 Liquidation Loss Amount, the Class
M-1 Liquidation Loss Interest Amount, the Class M-1 Unpaid Liquidation Loss
Interest Shortfall Amount, and the Class M-1 Principal Shortfall Amount;
70
(x) the amount of interest to be distributed to Class M-1
Certificateholders on such Distribution Date (separately identifying any Class
M-1 Unpaid Interest Shortfall included in such distribution);
(y) the remaining Class M-1 Certificate Balance and the Class M-1 Adjusted
Certificate Balance after giving effect to the payment of principal to be made
on such Distribution Date (on which interest will be calculated on the next
succeeding Distribution Date);
(z) the Class M-2 Distribution Amount for such Distribution Date;
(aa) the amount of principal to be distributed to the Class M-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Distribution Amount;
(bb) the amount of Unpaid Class M-2 Principal Shortfall distributed to such
Class, the aggregate amount of any Class M-2 Liquidation Loss Amount, the Class
M-2 Liquidation Loss Interest Amount, the Class M-2 Unpaid Liquidation Loss
Interest Shortfall Amount, and the Class M-2 Principal Shortfall Amount;
(cc) the amount of interest to be distributed to Class M-2
Certificateholders on such Distribution Date (separately identifying any Class
M-2 Unpaid Interest Shortfall included in such distribution);;
(dd) the remaining Class M-2 Certificate Balance and the Class M-2 Adjusted
Certificate Balance after giving effect to the payment of principal to be made
on such Distribution Date (on which interest will be calculated on the next
succeeding Distribution Date);
(ee) the Class B-1 Distribution Amount for such Distribution Date;
(ff) the amount of principal to be distributed to the Class B-1
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Distribution Amount;
(gg) the amount of Unpaid Class B-1 Principal Shortfall distributed to such
Class, the aggregate amount of any Class M-2 Liquidation Loss Amount, the Class
B-1 Liquidation Loss Interest Amount, the Class B-1 Unpaid Liquidation Loss
Interest Shortfall Amount, and the Class B-1 Principal Shortfall Amount;
(hh) the amount of interest to be distributed to Class B-1
Certificateholders on such Distribution Date (separately identifying any Class
B-1 Unpaid Interest Shortfall included in such distribution);
(ii) the remaining Class B-1 Certificate Balance and the Class B-1 Adjusted
Certificate Balance after giving effect to the payment of principal to be made
on such Distribution Date (on which interest will be calculated on the next
succeeding Distribution Date);
(jj) the Class B-2 Distribution Amount for such Distribution Date;
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(kk) the amount of principal to be distributed to the Class B-2
Certificateholders, separately stating the contribution thereto from each of the
amounts specified in clauses (a) through (f), inclusive, of the definition of
Formula Principal Amount;
(ll) the amount of Unpaid Class B-2 Principal Shortfall distributed to such
Class, the aggregate amount of any Class B-2 Liquidation Loss Amount, the Class
B-2 Liquidation Loss Interest Amount, the Class B-2 Unpaid Liquidation Loss
Interest Shortfall Amount, and the Class B-2 Principal Shortfall Amount;
(mm) the amount of interest to be distributed to Class B-2
Certificateholders on such Distribution Date (separately identifying any Class
B-2 Unpaid Interest Shortfall included in such distribution);
(nn) the remaining Class B-2 Certificate Balance and the Class B-2 Adjusted
Certificate Balance after giving effect to the payment of principal to be made
on such Distribution Date (on which interest will be calculated on the next
succeeding Distribution Date);
(oo) LIBOR, the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through
Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the
Class A-5 Pass-Through Rate, the Class M-1 Pass-Through Rate, the Class M-2
Pass-Through Rate, the Class B-1 Pass-Through Rate and the Class B-2 Pass-
Through Rate;
(pp) the total amount of Monthly Servicing Fee payable on such Distribution
Date, the amount of any reimbursement to the Servicer pursuant to Section 7.05,
and any Late Payment Fees, Extension Fees and assumption fees paid during the
prior Collection Period, and the amount of any other fees payable out of the
Trust Fund;
(qq) the number of and aggregate remaining principal balance of Contracts
with payments delinquent 31 to 59, 60 to 89, and 90 or more days, respectively;
(rr) the number of Contracts that were repurchased or replaced by the
Contract Seller in accordance with Section 3.05 during the prior Collection
Period, identifying such Contracts and (i) the Repurchase Price of such
Contracts and (ii) the amount, if any, paid by the Contract Seller due to the
differences, if any, between the remaining principal balances of the replaced
Contracts and the Eligible Substitute Contracts;
(ss) the aggregate principal balances of all Contracts that are not
Liquidated Contracts and in respect of which the related Manufactured Homes have
been repossessed or foreclosed upon;
(tt) the Draw Amount under each LOC, if any, on such Distribution Date and
the Undrawn Amount for each LOC and, with respect to the Senior LOC, the Stated
Amount;
(uu) the amount of any Monthly Advance and the Outstanding Amount Advanced
with respect to such Distribution Date;
(vv) the amount, if any, to be distributed to the Class R
Certificateholders;
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(ww) the Net Weighted Average Contract Rate for the Collection Period
immediately preceding the month of such Distribution Date;
(xx) the number of Manufactured Homes currently held by the Servicer due to
repossessions and the aggregate principal balance of the related defaulted
Contracts;
(yy) the Pool Principal Balance, expressed as a percentage of the Cut-Off
Date Pool Principal Balance;
(zz) the aggregate of the Deficiency Amounts and Servicer Deficiency
Amounts received for the preceding Collection Period; and
(aaa) the amount of any deposit into the Certificate Account from the 2000-2
Reserve Account.
Copies of all Monthly Reports shall be provided by the Servicer to each
Rating Agency. Neither the Trustee nor the Certificate Administrator shall be
under any duty to recalculate or verify the information provided to it by the
Servicer. The Servicer shall deliver a written notice to the Trustee not later
than three Business Days next preceding a Distribution Date if it cannot provide
the Trustee and the Certificate Administrator with a Monthly Report for such
Distribution Date. In addition, if the Servicer receives a notice from the LOC
Provider pursuant to either LOC Agreement, to the effect that the rating of the
LOC Provider by Xxxxx'x Investors Service, Inc. has been reduced, suspended or
withdrawn, the Servicer will notify the Trustee and each Rating Agency of its
receipt of such notice within two Business Days of receipt thereof.
Section 5.05 Certificate of Servicing Officer.
--------------------------------
Each Monthly Report pursuant to Section 5.04 shall be accompanied by a
certificate of a Servicing Officer substantially in the form of Exhibit F,
---------
certifying the accuracy of the Monthly Report and that such officer is not aware
of the occurrence of an Event of Default or of an event that, with notice or
lapse of time or both, would become an Event of Default, or if such officer is
aware that such an event has occurred and is continuing, specifying the event
and its status.
Section 5.06 Other Data.
----------
In addition, the Servicer, at the request of the Trustee or the Certificate
Administrator, shall furnish the Trustee or the Certificate Administrator (as
the case may be) such underlying data as may reasonably be requested.
Section 5.07 Statements to Certificateholders.
--------------------------------
Concurrently with each distribution to Certificateholders pursuant to this
Article V, the Trustee shall mail, or cause the Paying Agent to mail, to each
Certificateholder at the address appearing on the Certificate Register the
Monthly Report prepared by the Servicer together with the following information
prepared by the Servicer:
(1) the amount of fees and expenses payable out of the Trust
Fund for such Collection Period;
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(2) the percentage obtained by dividing the aggregate
Certificate Balances with respect to each Class (after giving effect to the
distributions on the Certificates made on such Distribution Date) by the
aggregate Initial Certificate Balances with respect to each Class;
(3) such other customary factual information as is available to
the Servicer as the Servicer deems necessary and can obtain reasonably from
its existing data base to enable Certificateholders to prepare their tax
returns.
In the case of information furnished with respect to a dollar amount, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
Within a reasonable period of time after the end of each calendar year,
subject to the next sentence, but in no event later than 90 days after the end
of such year, the Servicer shall prepare and furnish to the Trustee, the Paying
Agent and the Certificate Administrator, and the Trustee, promptly upon receipt,
shall furnish or cause the Paying Agent to furnish to each Person who at any
time during the calendar year was the Holder of a Certificate, a statement
containing the information set forth in clauses (b) and (c) of Section 5.04, in
the case of Class A-1 Certificateholders, (f) and (g) of Section 5.04, in the
case of Class A-2 Certificateholders, (j) and (k) of Section 5.04, in the case
of Class A-3 Certificateholders, (n) and (o) of Section 5.04, in the case of
Class A-4 Certificateholders, (r) and (s) of Section 5.04, in the case of Class
A-5 Certificateholders, (v) and (x) of Section 5.04, in the case of Class M-1
Certificateholders, (aa) and (cc) of Section 5.04, in the case of Class M-2
Certificateholders, (ff) and (hh) of Section 5.04, in the case B-1
Certificateholders, (kk) and (mm) of Section 5.04, in the case of Class B-2
Certificateholders, aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer pursuant
to any requirements of the Code as from time to time in force. On each
Distribution Date, the Servicer shall forward or cause to be forwarded by mail
to each Holder of a Class R Certificate, a copy of the Monthly Report for such
Distribution Date. The Servicer shall also forward or cause to be forwarded by
mail to each Holder of a Class R Certificate, a statement setting forth such
information as the Servicer deems necessary or appropriate.
Within a reasonable period of time after the end of each calendar year, the
Servicer shall furnish or cause to be furnished to each Person who at any time
during the calendar year was a Holder of a Class R Certificate a statement
containing the applicable distribution information provided pursuant to this
Section 5.07 aggregated for such calendar year or applicable portion thereof
during which such Person was a Holder of a Class R Certificate. Such obligation
of the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer pursuant
to any requirements of the Code. A Certificate Owner holding Certificates of a
Class representing in the aggregate at least 5% of the Percentage Interests of
such Class shall, upon written request to the Trustee certifying its beneficial
ownership of such Certificates, be entitled to receive copies of all reports
provided by the Trustee. Copies of all reports provided by the Trustee to the
Certificateholders shall also be provided to each Rating Agency.
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Section 5.08 LOCs; Draw Amounts; Spread Account.
----------------------------------
(a) The parties hereto acknowledge that GreenPoint Bank has provided the
Senior LOC to provide the Class A, Class M and Class B-1 Certificateholders with
a source of funds to enhance the likelihood of the receipt by such
Certificateholders on each Distribution Date of the aggregate amount
distributable pursuant to Section 5.02(a)(i) through (x) with respect to such
Distribution Date. The parties hereto acknowledge that GreenPoint Bank has
provided the Class B-2 LOC to provide the Class B-2 Certificateholders with a
source of funds to enhance the likelihood of the receipt by such
Certificateholders on each Distribution Date of the aggregate amount
distributable pursuant to Section 5.02(a)(xii) and (xiii) with respect to such
Distribution Date.
(b) Upon receipt of a Monthly Report from the Servicer that shows a Draw
Amount under either LOC (as calculated by the Servicer), the Trustee shall draw
under the Senior LOC pursuant to a Certificate of P&I Deficiency Demand (and
deliver a copy of such Certificate of P&I Deficiency Demand to the LOC Provider
pursuant to the terms of the Senior LOC) and/or shall draw under the Class B-2
LOC pursuant to a Certificate of Interest Deficiency Demand and/or Certificate
of Principal Deficiency Demand, as applicable, (and deliver a copy of such
Certificate to the LOC Provider pursuant to the terms of the Class B-2 LOC), in
each case directing the LOC Provider to make payment by wire transfer to the
Certificate Account.
(c) If, in respect of any Distribution Date, the Trustee is holding in the
Certificate Account all or part of any Draw Amounts for such Distribution Date,
then the Trustee shall distribute to the Certificateholders the applicable Draw
Amounts together with the Available Distribution Amount pursuant to Section
5.02(a). Notwithstanding the foregoing, no Draw Amounts under the Senior LOC
shall be used to pay any amounts owing to the Class B-2 Certificateholders under
this Agreement and no Draw Amounts under the Class B-2 LOC shall be used to pay
any amounts owing under this Agreement to any Certificateholder other than the
Class B-2 Certificateholders.
(d) On the Distribution Date following the expiration of 30 days from the
date on which the rating of the LOC Provider by Xxxxx'x Investors Service, Inc.
("Moody's") in respect of long-term unsecured debt has been reduced below
"Baa2," or the rating of the LOC Provider by Moody's in respect of short-term
unsecured debt has been reduced below "P-2," or either such rating has been
suspended or withdrawn by Moody's, and the Trustee has received written notice
from the Servicer of such downgrade, suspension or withdrawal, or if the Trustee
otherwise becomes aware of such downgrade, suspension or withdrawal, the Trustee
shall draw under the Senior LOC pursuant to a Funding Event Demand (and deliver
a copy of such Funding Event Demand to the LOC Provider pursuant to the terms of
the Senior LOC) directing the LOC Provider to make payment by wire transfer to
the Spread Account the amount set forth in such Funding Event Dermand (but not
in excess of the Undrawn Amount under the Senior LOC), provided, however, that
-------- -------
if the LOC Provider has (i) obtained a replacement letter of credit acceptable
to the Rating Agencies, (ii) obtained a confirmation by a bank acceptable to the
Rating Agencies, or (iii) has made some other arrangement acceptable to the
Rating Agencies within 30 days of the occurrence of such downgrade, suspension
or withdrawal, then no such Funding Event Demand will be made.
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(e) On any date after a downgrade, suspension or withdrawal of the rating
by Moody's of the LOC Provider described in clause (d) above has occurred, the
Servicer may obtain a replacement letter of credit and substitute such
replacement letter of credit for the Senior LOC. If such a replacement letter of
credit is obtained after a Funding Event Demand has been made, the funds
remaining in the Spread Account will be reimbursed to the LOC Provider.
(f) Prior to any Distribution Date on which a Funding Event Demand is to
be made, the Trustee shall have established, and thereafter shall maintain, a
Spread Account, which is an Eligible Account, in the form of a segregated trust
account titled "GreenPoint Manufactured Housing Contract Trust, Pass-Through
Certificates, Series 2000-1, Spread Account in trust for the Trustee as trustee
for the benefit of the Certificateholders." The Spread Account shall be a
segregated trust account established at Bank One, National Association and shall
be invested in Eligible Investments selected by the Trustee. Eligible
Investments shall mature or, in the case of a money market fund, be redeemed not
later than the Business Day immediately preceding the Distribution Date next
following the date of such investment (except that, if such Eligible Investment
is an obligation of the institution that maintains the Spread Account, then such
Eligible Investments shall mature or, in the case of a money market fund, be
redeemed not later than such Distribution Date), and shall not be sold or
disposed of prior to its maturity. All such Eligible Investments shall be made
in the name of the Trustee, as trustee for the benefit of the
Certificateholders. Without limiting the generality of the foregoing, the
Trustee shall select obligations for the investment of the Spread Account from
among the investments specified in clauses (a) and (b) of the definition of
"Eligible Investments." The Trustee shall select such Eligible Investments,
which shall mature as provided above, in such manner as to achieve the following
objectives in the order stated: (1) preservation of principal values; and (2)
maximization of income.
All net income and gain realized from any such investments, to the extent
provided by this Agreement, shall be remitted to the LOC Provider.
Section 5.09 2000-2 Reserve Account, Reserve Account.
----------------------- ---------------
(a) In the event that the Trustee receives any amounts, as directed by the
Servicer, from the 2000-2 Reserve Account, the Trustee shall deposit such
amounts into the Certificate Account for distribution as part of the Available
Distribution Amount on the next Distribution Date. The Servicer shall cause
amounts from the 2000-2 Reserve Account to be remitted to the Trustee if the
Available Distribution Amount, without taking into account the amount set forth
in clause (c) of the definition thereof and any Draw Amounts, is insufficient to
pay the items set forth in Section 5.02(a)(i) through (xiv) hereof.
(b) On or before the Closing Date, the Trustee shall establish and maintain
the Reserve Account titled "Bank One, National Association, in trust for
registered holders of GreenPoint Manufactured Housing Contract Trust Pass-
Through Certificates, Series 2000-2." The Reserve Account shall not be a part
of the Trust Fund or the REMIC and no Certificateholder, other than the Class R
Certificateholders, shall have a right to any amounts on deposit therein. Any
amounts deposited into the Reserve Account shall be deemed distributed to the
Class R Certificateholders. The Trustee shall remit amounts on deposit in the
Reserve Account to the Class R Certificateholder or to the certificate account
created under the 2000-2
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Agreement, in each case, as directed by the Servicer. In addition, to the extent
the Servicer directs the Trustee to hold amounts on deposit in the Reserve
Account to be remitted to the certificate account created under the 2000-2
Agreement, the Trustee shall invest such amounts in the investments and at the
direction of the Servicer. In the event that the 2000-2 Agreement is not
executed on or before March 31, 2000, the Trustee shall terminate the Reserve
Account and remit all amounts on deposit therein to the Class R
Certificateholders.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.
----------------
The Certificates shall be substantially in the forms attached hereto as
Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0,
----------- ------------ ----------- ----------- ----------- -----------
Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit C and Exhibit D. The Class A, M
----------- ----------- ----------- --------- ---------
and B Certificates shall be issuable in registered form, in the minimum dollar
denominations, integral dollar multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum dollar denomination) and aggregate dollar
denominations per Class as set forth in the following table:
Integral
Multiples in
Minimum Excess of Latest Scheduled Initial Certificate
Class Denomination Minimum Distribution Date Balance
---------- ------------ ------------ ----------------- -------------------
A-1 $50,000 $1 September 20, 2013 $64,000,000
A-2 $50,000 $1 September, 20, 2022 $74,380,000
A-3 $50,000 $1 April 20, 2024 $15,000,000
A-4 $50,000 $1 March 20, 2030 $70,000,000
A-5 $50,000 $1 December 20, 2029 $24,820,000
M-1 $50,000 $1 March 20, 2030 $23,800,000
M-2 $50,000 $1 March 20, 2030 $23,800,000
B-1 $50,000 $1 August 20, 2023 $18,700,000
B-2 $50,000 $1 March 20, 2030 $25,500,000
The Class R Certificate shall initially be issued with no principal
balance.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such authentication and delivery. No
Certificate shall be
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entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form set forth as attached hereto executed by the Trustee
by manual signature, and such certificate of authentication upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication. On the Closing Date, the Trustee shall
authenticate the Certificates to be issued at the written direction of the
Contract Seller or any Affiliate thereof.
The Contract Seller shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.
Section 6.02 Certificate Register; Registration of Transfer and Exchange of
--------------------------------------------------------------
Certificates.
------------
(a) The Trustee shall maintain, or cause to be maintained, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates
of the same Class and of like aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of transfer or exchange shall
be canceled and subsequently destroyed by the Trustee in accordance with the
Trustee's customary procedures.
(b) No transfer of an ERISA Restricted Certificate will be made unless the
Trustee has received either (i) an Opinion of Counsel, at no expense to the
Trustee, the Contract Seller, the LOC Provider or the Servicer, acceptable to
and in form and substance satisfactory to the Trustee, the Contract Seller and
the Servicer with respect to the permissibility of such transfer under ERISA and
Section 4975 of the Code and stating, among other things, that the transferee's
acquisition of such ERISA Restricted Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code and will not subject the Servicer, the Contract Seller or the
Trustee to any obligation or liability in addition to those undertaken in this
Agreement or (ii) a representation letter from the transferee,
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substantially in the form of paragraph 5 of Exhibit G (as to the Class R
Certificates) or Exhibit I (as to the Class M or Class B Certificates).
Notwithstanding the foregoing, an Opinion of Counsel or representation letter
will not be required with respect to the transfer of any Class M Certificate or
Class B Certificate to the Depository, or for any subsequent transfer of any
interest in a Class M Certificate or Class B Certificate for so long as such
Certificate is a Global Certificate (each such Class M Certificate or Class B
Certificate, a "Global ERISA Restricted Certificate"). Any transferee of a
Global ERISA Restricted Certificate will be deemed to have represented by virtue
of its purchase or holding of such Certificate (or interest therein) that either
(a) such transferee is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or any
Person (including an investment manager, a named fiduciary or a trustee of any
such plan) who is using "plan assets" of any such plan to effect such
acquisition (each, a "Plan Investor") or (b) (i) such transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company"). If any Class M or Class B Certificate (or any interest therein) is
acquired or held in violation of the provisions of clause (ii) of the first
sentence of this Section 6.02(b) or clause (b) of the third sentence of this
Section 6.02(b), then the last preceding transferee that either (i) is not a
Plan Investor or (ii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as Certificateholder
thereof retroactive to the date of such transfer of such Class M or Class B
Certificate. Any purported Certificateholder whose acquisition or holding of any
Global ERISA Restricted Certificate (or interest therein) was effected in
violation of the restrictions in this Section 6.02(b) shall indemnify and hold
harmless the Trustee, the Contract Seller, the Servicer, and the Trust Fund from
and against any and all liabilities, claims, costs or expenses incurred by such
parties as a result of such acquisition or holding. The Trustee shall be under
no liability to any Person for making any payments due on any Certificate to
such preceding transferee that is not a Plan Investor or a Complying Insurance
Company.
(c) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Servicer and the Trustee or its designee under
clause (iii)(A) below to deliver payments to a Person other than such Person and
to negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit in the form attached hereto as Exhibit G-1
(a "Transfer Affidavit") from the proposed Transferee, representing
79
and warranting, among other things, that it is a Permitted Transferee, that
it is not acquiring its Ownership Interest in the Class R Certificate that
is the subject of the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so long as it
retains its Ownership Interest in a Class R Certificate, it will endeavor
to remain a Permitted Transferee, and that it has reviewed the provisions
of this Section 6.02(c) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit G-2, from the Holder
wishing to transfer the Class R Certificate, representing and warranting,
among other things, that no purpose of the proposed Transfer is to impede
the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit from
any other Person to whom such Person attempts to transfer its Ownership
Interest in a Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in the form
attached hereto as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class
R Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit G-2. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the
Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this
80
Section 6.02(c) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
6.02(c) and to the extent that the retroactive restoration of the rights of
the Holder of such Class R Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the Servicer shall
have the right, without notice to the holder or any prior holder of such
Class R Certificate, to sell such Class R Certificate to a purchaser
selected by the Servicer on such terms as the Servicer may choose. Such
purported Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Servicer. Such
purchaser may be the Servicer itself or any Affiliate of the Servicer. The
proceeds of such sale, net of the commissions (which may include
commissions payable to the Servicer or its Affiliates), expenses and taxes
due, if any, will be remitted by the Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Servicer, and the Servicer shall
not be liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(iv) The Servicer, on behalf of the Trustee, shall use its reasonable
efforts to make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the Internal
Revenue Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified Organization.
Reasonable compensation for providing such information may be required by the
Servicer from such Person.
(v) The provisions of this Section 6.02(c) set forth prior to this
clause (v) may be modified, added to or eliminated pursuant to Section 11.01,
provided that there shall have also been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions will
not cause such Rating Agency to downgrade its then-current ratings, if any,
of any Class of the Regular Certificates below the lower of the then-
current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency; and
(B) a certificate of the Servicer stating that the Servicer has
received an Opinion of Counsel, in form and substance satisfactory to the
Servicer, to the effect that such modification, addition to or absence of
such provisions will not cause Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a Person that is a
Disqualified Organization or (y) a Certificateholder or another Person to
be subject to a
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REMIC-related tax caused by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(d) The preparation and delivery of all certificates and opinions referred
to above in this Section 6.02 shall not be an expense of the Trust Fund, the
Trustee, the Contract Seller or the Servicer.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee and the Certificate Administrator, if any, such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
protected purchaser, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 6.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 6.03 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 6.03 shall be canceled and destroyed by the Trustee in
accordance with its standard procedures without liability on its part.
Section 6.04 Persons Deemed Owners.
---------------------
The Servicer, the Trustee and any agent of the Servicer or the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.
Section 6.05 Access to List of Certificateholders' Names and Addresses.
---------------------------------------------------------
If three or more Certificateholders (a) request such information in writing
from the Trustee, (b) state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Contract Seller or Servicer
shall request such information in writing from the Trustee, then the Trustee
shall, within ten Business Days after the receipt of such request, provide the
Contract Seller, the Servicer or such Certificateholders at such recipients'
expense the most recent list of the Certificateholders of the Trust Fund held by
the Trustee, if any. The Contract Seller and every Certificateholder, by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
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Section 6.06 Global Certificates.
-------------------
The Regular Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Global
Certificates, to be delivered to the Depository by or on behalf of the Contract
Seller. Such Global Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in such Certificates, except as provided in Section
6.08. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Contract Seller, the Servicer and the Trustee may treat the Depository
and the Depository Participants for all purposes as the authorized
representative of the respective Certificate Owners of such Certificates and, in
the case of distributions, with the Depository as the authorized representative
of the Depository Participants and the Certificate Owners;
(c) registration of the Global Certificates may not be transferred by the
Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall
be exercised only through the Depository and the Depository Participants and
shall be limited to those established by law and agreements between the Owners
of such Certificates and the Depository and/or the Depository Participants.
Pursuant to the Depository Agreement, unless and until Definitive Certificates
are issued with respect to the Class A Certificates pursuant to Section 6.08,
the Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the related
Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants;
(f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and
(g) to the extent that the provisions of this Section conflict with any other
provisions of this Agreement, the provisions of this Section shall control.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the Certificate Balance of a Class of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning Global
Certificates evidencing the requisite percentage of the Certificate Balance or
the requisite Percentage Interests.
83
Section 6.07 Notices to Depository.
---------------------
Whenever any notice or other communication is required to be given to
Certificateholders of any Class with respect to which Global Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.
Section 6.08 Definitive Certificates.
-----------------------
If, after Global Certificates have been issued with respect to the Class A
Certificates, (a) the Servicer advises the Trustee that the Depository is no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Servicer is unable to locate a qualified successor, (b) the Servicer, at its
sole option, advises the Trustee that it elects to terminate the book-entry
system with respect to such Certificates through the Depository or (c) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Global Certificates having not less than 51% of the Voting Rights evidenced by
the related Class advise the Trustee and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to such Certificates through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners with respect to such
Certificates, then the Trustee shall notify all Certificate Owners of such Class
of Certificates, through the Depository, of the occurrence of any such event and
of the availability of Definitive Certificates for such Class to Certificate
Owners requesting the same. The Servicer shall provide the Trustee with an
adequate inventory of certificates to facilitate the issuance and transfer of
Definitive Certificates. Upon surrender to the Trustee of any such Certificates
by the Depository, accompanied by registration instructions from the Depository
for registration, the Trustee shall authenticate and deliver such Definitive
Certificates. Neither the Contract Seller, the Servicer nor the Trustee shall be
liable for any delay in delivery of such instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of such Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.
ARTICLE VII
THE CONTRACT SELLER AND THE SERVICER
Section 7.01 Liabilities to Obligors.
-----------------------
No liability to any Obligor under any of the Contracts arising out of any
act or omission to act of the Servicer in servicing the Contracts prior to the
Closing Date is intended to be assumed by the Contract Seller, the Trustee, the
Certificate Administrator or the Certificateholders under or as a result of this
Agreement and the transactions contemplated hereby and, to the maximum extent
permitted and valid under mandatory provisions of law, the Contract Seller, the
Trustee, the Certificate Administrator and the Certificateholders expressly
disclaim such assumption.
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Section 7.02 Servicer's Indemnities.
----------------------
The Servicer shall defend and indemnify the Trust Fund, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Paying Agent, the
Contract Seller and the Certificateholders against any and all costs, expenses,
losses, damages, claims or liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, arising from third party claims or
actions (including penalties or fees imposed by any governmental or regulatory
body or agency) in respect of any action taken by the Servicer with respect to
any Contract or Manufactured Home constituting a failure by the Servicer to
perform its obligations under this Agreement. This indemnity shall survive any
Event of Default (but a Servicer's obligations under this Section 7.02 shall not
relate to any actions of any subsequent Servicer after an Event of Default) and
any payment of the amount owing under, or any repurchase by the Contract Seller
of, any such Contract.
Section 7.03 Operation of Indemnities.
------------------------
Indemnification under this Article VII shall include reasonable fees and
expenses of counsel and expenses of litigation. Any amounts received by the
Trustee from the Servicer pursuant to this Article VII shall be deposited in the
Certificate Account pursuant to Section 4.05. If the Servicer has made any
indemnity payments to the Trustee pursuant to this Article VII and the Trustee
thereafter collects any of such amounts from others, the Trustee will repay such
amounts collected to the Servicer, together with any interest collected thereon.
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer.
--------------------------------------------------------------
The Contract Seller and the Servicer will each keep in full effect their
existence, rights and franchises as a Delaware limited liability company, and
will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Contracts and to perform its duties under this
Agreement.
Any Person into which the Contract Seller or the Servicer may be merged or
consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Contract Seller or the Servicer shall
be a party, or any Person succeeding to the business of the Contract Seller or
the Servicer, shall be the successor of the Contract Seller or the Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
-------- -------
the Servicer shall satisfy the requirements of Section 7.07 with respect to the
qualifications of a successor to the Servicer. The Contract Seller and the
Servicer shall promptly notify each Rating Agency of any such merger to which it
is a party.
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer and
----------------------------------------------------------------
Others.
------
Neither the Contract Seller, the Servicer nor any of their members,
shareholders, directors, officers, employees or agents shall be under any
liability to the Trustee or the Certificateholders for any errors in judgment or
any action taken or for refraining from the taking of any action, pursuant to
this Agreement; provided, however, that this provision shall not protect
-------- -------
85
the Contract Seller or any such Person against any liability that would
otherwise be imposed by reason of its willful misconduct, or gross negligence;
provided, further that this provision shall not protect the Servicer or any
-------- -------
such Person against any liability that would otherwise be imposed by reason of
its willful misconduct or gross negligence. The Contract Seller, the Servicer
and any of their members, shareholders, directors, officers, employees or agents
may rely on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. Neither the Contract
Seller nor the Servicer shall be under any obligation to appear in, prosecute or
defend any legal action which arises under this Agreement (other than in
connection with the enforcement by the Servicer of any Contract in accordance
with this Agreement) and which in its opinion may involve it in any expenses or
liability; provided, however, that the Servicer may in its discretion undertake
-------- -------
any such other legal action which it may deem necessary or desirable in respect
to this Agreement and the rights and duties of the parties hereto. In such
event, the legal expenses and costs of such other legal action and any liability
resulting therefrom shall be expenses, costs and liabilities payable from the
Certificate Account, and the Servicer shall be entitled to be reimbursed
therefor out of the Certificate Account as provided by Section 5.03.
Section 7.06 Assignment by Servicer.
----------------------
Notwithstanding any provision to the contrary in this Agreement without
the consent of the Trustee or any Certificateholder, the Servicer may, with the
consent of the LOC Provider (provided that if an LOC Default has occurred and is
continuing, no such consent needs to be obtained from the LOC Provider), which
consent shall not be unreasonably withheld, assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person shall
--------
execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Servicer under this Agreement; and
further provided that each Rating Agency's rating of any Class of the
------- --------
Certificates in effect immediately prior to such assignment and delegation will
not be withdrawn or reduced as a result of such assignment and delegation, as
evidenced by a letter from each Rating Agency. In the case of any such
assignment and delegation, the Servicer shall be released from its obligations
under this Agreement, except that the Servicer shall remain liable for all
liabilities and obligations incurred by it as Servicer hereunder prior to the
satisfaction of the conditions to such assignment and in such delegation.
Section 7.07 Successor to the Servicer.
-------------------------
In connection with the termination of the Servicer's responsibilities and
duties under this Agreement pursuant to Section 8.01, the Trustee shall (i)
succeed to and assume all of the Servicer's responsibilities, rights, duties and
obligations under this Agreement (except the duty to pay and indemnify the
Trustee pursuant to Section 9.05 hereof), or (ii) with the consent of the
Contract Seller and the LOC Provider (provided that if an LOC Default has
occurred and is continuing, no such consent needs to be obtained from the LOC
Provider), which consent shall not be unreasonably withheld, appoint a successor
which shall have a net worth of not less than $50,000,000 and shall have
serviced for at least one year prior to such appointment a portfolio of not less
than $100,000,000 principal balance of manufactured housing installment sale
contracts or installment loans and which shall succeed to all rights and assume
all of the responsibilities,
86
duties and liabilities of the Servicer under this Agreement prior to the
termination of the Servicer's responsibilities,duties and liabilities under this
Agreement (except that the duty to pay and indemnify the Trustee pursuant to
Section 9.05 hereof shall be subject to negotiation at the time of such
appointment). If the Trustee has become the successor to the Servicer in
accordance with this Section 7.07, the Trustee may, if it shall be unwilling to
continue to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, a successor satisfying the
requirements set out in clause (ii) above. In connection with any appointment of
a successor Servicer, the Trustee may make such arrangements for the
compensation of such successor out of payments on Contracts as it and such
successor shall agree or such court shall determine; provided, however, that the
-------- -------
Monthly Servicing Fee shall not be in excess of a monthly amount equal to 1/12th
of the product of 1% and the Pool Principal Balance for the Distribution Date in
respect of which such compensation is being paid without the consent of all of
the Certificateholders and notice to each Rating Agency. If the Servicer's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to Section 7.06 or 8.01, the Servicer shall discharge such
duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, shall cooperate with the Trustee and any successor Servicer in
effecting the termination of the Servicer's responsibilities and rights
hereunder, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The assignment by a Servicer
pursuant to Section 7.06 or removal of Servicer pursuant to Section 8.01 shall
not become effective until a successor shall be appointed pursuant to this
Section 7.07 and shall in no event relieve the Contract Seller of liability
pursuant to Section 3.05 for breach of the representations and warranties made
pursuant to Section 3.02 or 3.03. The Servicer being terminated pursuant to
Section 8.01 or Section 7.06 shall bear all costs of a transfer of servicing
therefrom, including but not limited to those of the Trustee reasonably
allocable to specific employees and overhead, legal fees and expenses, and costs
of amending the Agreement, if necessary.
Any successor appointed as provided herein shall execute, acknowledge and
deliver to the Servicer and to the Trustee an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer, with like effect as if originally named as a party to this Agreement
and the Certificates. Any assignment by or termination of the Servicer pursuant
to Section 7.06 or 8.01 or the termination of this Agreement pursuant to Section
10.01 shall not affect any claims that the Trustee may have against the Servicer
arising prior to any such termination or resignation.
The Servicer shall timely deliver to the successor the funds in the
Certificate Account and REO Account and all Contract Files and related documents
and statements held by it hereunder and the Servicer shall account for all funds
and shall execute and deliver such instruments and do such other things as
reasonably may be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer. Without limitation, the Trustee is authorized and
empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments (including transfer
instruments in respect of certificates of title and financing
87
statements relating to the Manufactured Homes), and to do any and all acts or
things necessary or appropriate to effect the purposes of such notice of
termination.
Upon a successor's acceptance of appointment as such, the Trustee shall
notify in writing the Certificateholders and each Rating Agency of such
appointment.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.01 Events of Default.
-----------------
In case one or more of the following Events of Default shall occur and be
continuing, that is to say:
(a) any failure by the Servicer to make any deposit or payment, or to remit to
the Trustee any payment, required to be made under the terms of this Agreement
which continues unremedied for a period of five days after the date upon which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee or to the Servicer and the Trustee by
the Holders of Certificates evidencing Fractional Interests aggregating not less
than 25%; or
(b) failure on the part of the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer set forth in this Agreement, including the failure to deliver a Monthly
Report, which continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee or to the Servicer, the Trustee
and the Contract Seller by the Holders of Certificates evidencing Fractional
Interests aggregating not less than 25%; or
(c) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding-
up or liquidation of its affairs, shall have been entered against the Servicer,
and such decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(d) the Servicer shall consent to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of the Servicer's property; or
(e) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations or
take any corporate action in furtherance of the foregoing;
88
then, and in each and every such case, so long as such Event of Default shall
not have been cured or waived, the Trustee may with the consent of the LOC
Provider (which consent shall not be unreasonably withheld (provided that if an
LOC Default has occurred and is continuing, no such consent needs to be obtained
from the LOC Provider), and, the Trustee shall at the written direction of (i)
the Holders of Certificates evidencing Fractional Interests aggregating not less
than 51% by notice in writing to the Servicer, terminate all the rights and
obligations of the Servicer under this Agreement and with respect to the
Contracts and the proceeds thereof, except any responsibility for its acts or
omissions during its tenure as Servicer hereunder. The Trustee shall send a copy
of a notice of any Event of Default to each Rating Agency, the LOC Provider and
the Contract Seller. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Contracts or otherwise, shall pass to and be vested in the
successor appointed pursuant to Section 7.07. Upon the occurrence of an Event
of Default which shall not have been remedied, the Trustee may also pursue
whatever rights it may have at law or in equity to damages, including injunctive
relief and specific performance. The Trustee will have no obligation to take
any action or institute, conduct or defend any litigation under this Agreement
at the request, order or direction of any of the Certificateholders or the LOC
Provider unless such Certificateholders or the LOC Provider have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which the Trustee may incur.
Section 8.02 Waiver of Defaults.
------------------
The LOC Provider or the Holders of Certificates evidencing Fractional
Interests aggregating not less than 25% may waive any default by the Servicer in
the performance of its obligations hereunder and its consequences, except that a
default in the making of any required remittance to the Trustee for distribution
on any of the Certificates may be waived only by the affected
Certificateholders. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.
Section 8.03 Trustee to Act, Appointment of Successor.
----------------------------------------
On and after the time the Servicer receives a notice of termination
pursuant to Section 8.01, the Trustee or its appointed agent shall be the
successor in all respects to the Servicer as provided in Section 7.07 hereof.
Notwithstanding the above, or anything in Section 7.07 to the contrary, the
Trustee, if it becomes Servicer pursuant to this Section, shall have no
responsibility or obligation (i) to repurchase or substitute any Contract, (ii)
for any representation or warranty of the Servicer hereunder, and (iii) for any
act or omission of either a predecessor or successor Servicer other than the
Trustee. The Trustee may conduct any activity required of it as Servicer
hereunder through an Affiliate or through an agent. Neither the Trustee nor any
other successor Servicer shall be deemed to be in default hereunder due to any
act or omission of a predecessor Servicer, including but not limited to failure
to timely deliver to the Trustee any Monthly Report, any funds required to be
deposited to the Trust Fund, or any breach of its duty to cooperate with a
transfer of servicing as required by Section 7.07.
89
Section 8.04 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination pursuant to Section 8.01, the Trustee shall give
prompt written notice thereof to the Contract Seller, the Certificateholders at
their respective addresses appearing in the Certificate Register and to each
Rating Agency.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived.
Section 8.05 Effect of Transfer.
------------------
(a) After a transfer of servicing duties to a successor Servicer pursuant to
Section 7.04, 7.06, 7.07 or 8.01, the Trustee or the successor Servicer may
notify Obligors to make payments that are due under the Contracts after the
effective date of the transfer of servicing duties directly to the successor
Servicer.
(b) After the transfer of servicing duties to a successor Servicer pursuant to
Section 7.04, 7.06, 7.07 or 8.01, the replaced Servicer shall have no further
obligations with respect to the management, administration, servicing or
collection of the Contracts, but in the case of a transfer pursuant to Section
7.07 or 8.01 shall remain liable for any liability arising from the replaced
Servicer's actions hereunder and shall remain entitled to any compensation due
the replaced Servicer that had already accrued prior to such transfer.
(c) A transfer of servicing duties to a successor Servicer shall not affect the
rights and duties of the parties hereunder (including but not limited to the
indemnities of the Servicer pursuant to Article VII), other than those relating
to the management, administration, servicing or collection of the Contracts.
Section 8.06 Transfer of the Account.
-----------------------
Notwithstanding the provisions of Section 8.01, if the Certificate Account
shall be maintained with the Servicer or an Affiliate of the Servicer and an
Event of Default shall occur and be continuing, the Servicer, after five days'
written notice from the Trustee, or in any event within ten days after the
occurrence of the Event of Default, shall establish a new account, which shall
be an Eligible Account, conforming with the requirements of this Agreement, at
the trust department of the Trustee or with a depository institution other than
the Servicer or an Affiliate of the Servicer, and shall promptly transfer all
funds in the Certificate Account to such new Certificate Account, which shall
thereafter be deemed the Certificate Account for the purposes hereof.
90
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01 Duties of Trustee.
-----------------
The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are set forth specifically in
this Agreement. In case an Event of Default has occurred of which a Responsible
Officer has knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs,
unless it is acting as Servicer pursuant to Section 8.03 in which case it will
use the same degree of care and skill as the Servicer.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are required specifically to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
-------- -------
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may rely
conclusively, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be liable personally for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(iii) The Trustee shall not be liable personally with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the LOC Provider or Holders of
Certificates evidencing Fractional Interests aggregating not less than 25%
as to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties as Trustee hereunder or in the
exercise of any of its rights or powers if there is reasonable
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ground for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
The Trustee shall have no liability for any loss on any Eligible Investment
except and only to the extent that it is an obligor thereon.
Section 9.02 Certain Matters Affecting the Trustee.
-------------------------------------
Except as otherwise provided in Section 9.01:
(a) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(b) The Trustee may consult with counsel, and any written advice of its
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;
(c) The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Certificateholders or the LOC Provider pursuant to the provisions of
this Agreement, unless such Certificateholders or the LOC Provider shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;
(d) The Trustee shall not be liable personally for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the computations, facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, any Monthly Report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the Holders of
Certificates evidencing Fractional Interests aggregating not less than 25%;
provided, however, that if the payment within a reasonable time to the Trustee
-------- -------
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or liability
as a condition to such proceeding. The reasonable expense of every such
examination shall be paid by the Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;
(f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that any
-------- -------
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Affiliate of the Contract Seller may only perform ministerial or custodial
duties hereunder as agent for the Trustee; and
(g) The Trustee shall examine any directions, notices or other
communications received from the Servicer, the Contract Seller, the LOC Provider
or any Certificateholder (or agent thereof) to determine if such directions,
notices or other communications appear on their face to have been made and to
otherwise be in accordance with the requirements of this Agreement. As long as
the Trustee has acted in good faith and has not been negligent in making
determinations required by this Section 9.02(g), the Trustee may conclusively
rely on such directions, notices or other communications and shall incur no
liability hereunder for complying with, or assuming the truth of the statements
contained in, any such direction, notice or other communication.
Section 9.03 Trustee not Liable for Certificates or Contracts.
------------------------------------------------
The recitals contained herein and in the Certificates (other than the
authentication of the Certificates) shall be taken as the statements of the
Contract Seller or the Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement, of the
Certificates (except that the Certificates shall be duly and validly
authenticated by it) or of any Contract or related document. The Trustee shall
not be accountable for the use or application by the Contract Seller or the
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Contract Seller or the
Servicer in respect of the Contracts or deposited in or withdrawn from the
Certificate Account by the Servicer.
Section 9.04 Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact business with the other parties hereto
with the same rights it would have if it were not Trustee.
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and
--------------------------------------------------------------
Certificate of Administrator.
----------------------------
The Servicer covenants and agrees to pay, from its own funds, to the
Trustee, the Paying Agent and the Certificate Administrator from time to time,
and the Trustee, the Paying Agent and the Certificate Administrator shall each
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and the Servicer will pay (out of its own funds) or reimburse the
Trustee, the Paying Agent and the Certificate Administrator, to the extent
requested by the Trustee, the Paying Agent or the Certificate Administrator, as
the case may be, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee, the Paying Agent or the Certificate
Administrator, as the case may be, in accordance with any of the provisions of
this Agreement, and the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly
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in its employ, and the expenses incurred by the Trustee in connection with the
appointment of an office or agency pursuant to Section 9.11, except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Servicer also covenants and agrees to indemnify (out of its own funds) the
Trustee, the Paying Agent and the Certificate Administrator for, and to hold
each of them harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Trustee, the Paying Agent or the
Certificate Administrator, as the case may be, arising out of or in connection
with the acceptance or administration of this trust and its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The covenants in this Section 9.05 shall be for the benefit of
the Trustee, the Paying Agent and the Certificate Administrator in their
respective capacities as Trustee, Certificate Administrator, Paying Agent and
Certificate Registrar hereunder, and shall survive the termination of this
Agreement.
Section 9.06 Eligibility Requirements for Trustee.
------------------------------------
There shall at all times be a Trustee hereunder which shall be qualified to
maintain an Eligible Account and shall be either (a) Bank One, National
Association ("Bank One") or any other Person into which Bank One is merged or
consolidated or to which substantially all of the properties and assets of Bank
One are transferred as an entirety, provided that such other Person has accepted
--------
appointment as Trustee under this Agreement in accordance with this Article IX,
and further provided that such entity is not an Affiliate of the Contract Seller
------- --------
or the LOC Provider, is authorized to exercise corporate trust powers under the
laws of the United States of America, any State thereof or the District of
Columbia and has all necessary trust powers to perform its obligations
hereunder, or (b) a corporation or banking association organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal or State authority, and which
is not an Affiliate of the Contract Seller or the LOC Provider; further provided
------- --------
that either (i) such entity has long-term debt rated at least A3 by Xxxxx'x or
the equivalent by any nationally recognized statistical rating organization, or
(ii) each Rating Agency provides a letter to the effect that such appointment
will not affect the then current ratings of the Certificates. If the
corporation or banking association referred to in clause (b) of the previous
sentence publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section 9.06, the combined capital and surplus of such
corporation or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
In addition, the Trustee shall maintain an office in New York. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 9.06, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article IX.
Section 9.07 Resignation and Removal of the Trustee.
--------------------------------------
The Trustee at any time may resign and be discharged from the trusts hereby
created by giving written notice thereof to the Contract Seller, the Servicer,
the LOC Provider and each Rating Agency. Upon receiving such notice of
resignation, the Contract Seller, with the consent of the LOC Provider, which
consent shall not be unreasonably withheld (provided that if an LOC
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Default has occurred and is continuing, no such consent needs to be obtained
from the LOC Provider) shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Contract Seller, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Contract
Seller may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee and the
Certificateholders.
The Holders of Certificates evidencing Fractional Interests aggregating not
less than 50% may remove the Trustee at any time and appoint a successor trustee
reasonably satisfactory to the LOC Provider (provided that if an LOC Default has
occurred and is continuing, no such consent needs to be obtained from the LOC
Provider) by written instrument or instruments, in triplicate, signed by such
Certificateholders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Contract Seller, one complete set
to the Trustee so removed and one complete set to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 9.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 9.08.
Section 9.08 Successor Trustee.
-----------------
Any successor trustee appointed as provided in Section 9.07 shall execute,
acknowledge and deliver to the Contract Seller and to its predecessor trustee,
with a copy to the Servicer, an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee and the
appointment of such successor trustee shall become effective, and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall execute and deliver such instruments and do such other
things as reasonably may be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations.
No successor trustee shall accept appointment as provided in this Section
9.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 9.06.
Upon acceptance of appointment by a successor trustee as provided in this
Section 9.08, the Servicer shall mail notice of the succession of such trustee
hereunder to all Certificateholders
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at their addresses as shown in the Certificate Register, to the Contract Seller
and each Rating Agency. If the Servicer fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Servicer.
Section 9.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided such corporation shall be eligible under the
--------
provisions of Section 9.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. Upon succession of a successor trustee as provided in
this Section 9.09, the successor Trustee shall mail notice of the succession of
such trustee hereunder to all Certificateholders at their addresses as shown in
the Certificate Register, to the Servicer, the Contract Seller and each Rating
Agency.
Section 9.10 Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
Notwithstanding any other provisions hereof, at any time, for the purpose
of (i) meeting any legal requirements of any jurisdiction in which any part of
the Trust Fund or property securing the same may be located at the time, or (ii)
meeting any legal requirements with respect to the holding of the Contracts, the
Contract Seller and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
9.10, such powers, duties, obligations, rights and trusts as the Contract Seller
and the Trustee may consider necessary or desirable. If the Contract Seller
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone (or with the consent of the Contract Seller) shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 9.06 hereunder, and no notice to Certificateholders of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 9.08 hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 9.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that, under any law of any jurisdiction in which any particular
act or acts are to be performed or under any regulation applicable to any of the
Contracts (whether as Trustee hereunder or as successor to the Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-
trustee at the direction of the Trustee.
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Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, appoint the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. Nothing in this Section 9.10 shall relieve the Trustee of
its duties, obligations or liabilities under this Agreement.
Section 9.11 Appointment of Office or Agency.
-------------------------------
The Trustee will appoint an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates First Chicago Trust Company of New York, located at
00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, for such purpose. The Certificate Register
will be kept in Chicago, Illinois at the offices of the Certificate Registrar
located at the Corporate Trust Office and may be kept in an electronic form
capable of printing out a hard copy of the Certificate Register. The Trustee
will maintain an office at the address stated in Section 11.05 hereof where
notices and demands to or upon the Trustee in respect of the Certificates may be
served. The Trustee will give prompt written notice to Certificateholders of
any change in the location of the Certificate Register or any such office or
agency.
Section 9.12 Certificate Administrator.
-------------------------
The Trustee may, from time to time, appoint a Certificate Administrator for
the purpose of performing, as the Trustee's agent, those duties hereunder that
are specifically designated herein as performable by the Certificate
Administrator; provided, however, that the Certificate Administrator shall at
-------- -------
all times satisfy the eligibility requirements of a Trustee set forth in Section
9.06. As of the Closing Date, the Trustee shall be the Certificate
Administrator unless and until the Trustee appoints a successor Certificate
Administrator. In performing its duties hereunder, the Certificate
Administrator (if not the Trustee) shall have the benefit of the provisions of
this Agreement to the same extent that the Trustee would have the benefit of
such provisions if the Trustee were itself performing such duties. The
Certificate Administrator (including the Trustee solely in its capacity as
Certificate Administrator) shall not have any fiduciary responsibility to the
Contract Seller, the Servicer or the Certificateholders except when acting as
Paying Agent. Additionally, the Certificate Administrator shall be entitled to
rely upon all directions, calculations and other information received by the
Contract Seller, the Trustee or
97
the Servicer without any duty to independently verify such directions,
calculations or other information.
Section 9.13 Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 5.02 and payments
pursuant to 3.17 and 9.01(c). Any Paying Agent or its parent company so
appointed either shall be a bank or trust company and shall have a rating
acceptable to each Rating Agency. In the event of any such appointment, on or
prior to each Distribution Date, the Trustee shall deposit or cause to be
deposited with the Paying Agent, from amounts in the Certificate Account, a sum
sufficient to make the payments to Certificateholders in the amounts and in the
manner provided for in Section 5.02, such sum to be held in trust for the
benefit of the Certificateholders. The Trustee is hereby initially appointed as
Paying Agent.
In performing its duties hereunder, the Paying Agent shall have the benefit
of the provisions of this Agreement to the same extent that the Trustee would
have the benefit of such provisions if the Trustee were itself performing such
duties. Additionally, the Paying Agent shall be entitled to rely upon all
information received from the Servicer without any duty to independently verify
or recalculate any such information.
The Trustee shall cause the Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent is at all times acting as agent for the Trustee and such
Paying Agent will hold all sums held by it for the payment to Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders.
Section 9.14 Determination of LIBOR.
----------------------
On each LIBOR Determination Date (or if such date is not a Business Day, on
the next succeeding Business Day), the Trustee shall determine LIBOR for the
following Interest Accrual Period in effect on such LIBOR Determination Date and
shall inform the Servicer of such rate.
ARTICLE X
TERMINATION
Section 10.01 Termination.
-----------
(a) The respective obligations and responsibilities of the Contract
Seller, the Servicer (except as to Section 9.05) and the Trustee shall terminate
upon the earlier of: (i) the final payment or other liquidation (or any advance
with respect thereto) of the last Contract or the disposition of all property
acquired upon repossession of any Contract and the remittance of all funds due
hereunder; (ii) at the option of the Servicer, on any Distribution Date after
the Optional Termination Date and subject to the prior consummation of the
Termination Auction as contemplated pursuant to Section 10.01(b) below, upon the
purchase by the Servicer of the
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Outstanding Contracts at a price equal to the greater of (a) the sum of (x) 100%
of the Scheduled Principal Balance of each Contract (other than any Contract as
to which the related Manufactured Home has been acquired and not yet disposed of
and whose fair market value is included pursuant to Clause (y) below) as of the
final Distribution Date, and (y) the fair market value of such acquired property
(as determined by the Servicer as of the close of business on the third Business
Day next preceding the date upon which notice of any such termination is
furnished to Certificateholders pursuant to Section 10.01(c)(i)), and (b) the
aggregate fair market value (as determined by the Servicer as of the close of
business on such third Business Day) of all the assets in the Trust Fund, plus,
in the case of both clause (a) and clause (b), an amount sufficient to pay any
Class A-1 Unpaid Interest Shortfall, Class A-2 Unpaid Interest Shortfall, Class
A-3 Unpaid Interest Shortfall, Class A-4 Unpaid Interest Shortfall, Class A-5
Unpaid Interest Shortfall, Class M-1 Unpaid Interest Shortfall, Class M-2 Unpaid
Interest Shortfall, Class B-1 Unpaid Interest Shortfall and Class B-2 Unpaid
Interest Shortfall and the remittance of all funds due hereunder; provided,
--------
however, that if any Draw Amounts have been and not yet reimbursed, the
-------
Servicer (or the Holders of the Class R Certificates) may only exercise this
option with the consent of the LOC Provider, provided, further, that the
-------- -------
purchase price of such Contracts shall in no event be less than the Minimum
Termination Amount as of the Distribution Date on which the Servicer purchases
such Contracts; (iv) the purchase of the Contracts by the Holders of the Class R
Certificates as described below or (v) the sale of all Contracts that remain
outstanding, pursuant to a Termination Auction as contemplated by Section
10.01(b) below and the remittance of all funds due hereunder. If the Servicer
does not exercise its option, the Holders of the Class R Certificates, on any
Distribution Date after the Optional Termination Date and subject to the prior
consummation of the Termination Auction as contemplated pursuant to Section
10.01(b) below, may purchase the Outstanding Contracts at a price equal to the
greater of (a) the sum of (x) 100% of the Scheduled Principal Balance of each
Contract (other than any Contract as to which the related Manufactured Home has
been acquired and not yet disposed of and whose fair market value is included
pursuant to clause (y) below) as of the final Distribution Date, and (y) the
fair market value of such acquired property (as determined by the Servicer as of
the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to Certificateholders pursuant
to Section 10.01(c)(i)), and (b) the aggregate fair market value (as determined
by the Servicer as of the close of business on such third Business Day) of all
the assets in the Trust Fund, plus, in the case of both clause (a) and clause
(b), an amount sufficient to pay any Class A-1 Unpaid Interest Shortfall, Class
A-2 Unpaid Interest Shortfall, Class A-3 Unpaid Interest Shortfall, Class A-4
Unpaid Interest Shortfall, Class A-5 Unpaid Interest Shortfall, Class M-1 Unpaid
Interest Shortfall, Class M-2 Unpaid Interest Shortfall, Class B-1 Unpaid
Interest Shortfall and Class B-2 Unpaid Interest Shortfall and any Draw Amounts
made by either LOC Provider but not yet reimbursed and the remittance of all
funds due hereunder, provided, that the purchase price of such Contracts shall
--------
in no event be less than the Minimum Termination Amount as of the Distribution
Date on which the Holders of the Class R Certificates purchase such Contracts.
Notwithstanding anything herein to the contrary, in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof; and
provided further that if the Trust Fund is dissolved prior to the termination
-------- -------
of either LOC, the Trustee shall retain possession of either LOC as collateral
agent for the benefit of the Certificateholders, and if any amount previously
distributed in accordance with Section 5.02(a) is
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thereafter required to be paid under either LOC, the Trustee as collateral
agent shall make a claim under the applicable LOC for such amount in accordance
with Section 5.08 and distribute such amount as required under the applicable
LOC.
(b) Termination Auction. The Servicer shall provide written notice to
-------------------
the Trustee of the occurrence of the Distribution Date as of which the Pool
Scheduled Principal Balance is less than 10% of the Cut-Off Date Pool Principal
Balance within three Business Days following such Distribution Date. If neither
the Servicer or the Class R Certificateholders exercises their option to
purchase the Contracts pursuant to Section 10.01(a), the Trustee shall in
accordance with the procedures and schedule set forth in Exhibit J hereto (the
---------
"Auction Procedures"), make a commercially reasonable effort to sell at fair
market value in a commercially reasonable manner and upon commercially
reasonable terms but subject to the earlier purchase by the Servicer of the
Outstanding Contracts as provided in Section 10.01(a) above, by conducting an
auction (the "Termination Auction") of the Contracts remaining in the Trust Fund
in order to effect a termination of the Trust Fund on a date selected by the
Trustee (the "Auction Date"), but in any case within ninety days following the
Distribution Date as of which the Pool Scheduled Principal Balance is less than
10% of the Cut-Off Date Pool Principal Balance. The Contract Seller (if
GreenPoint is not the Servicer) may, but shall not be required to, bid at the
Termination Auction. The Trustee shall be entitled to retain counsel of its
choice to represent it in the Termination Auction, and the fees and expenses of
such counsel shall be paid by the Servicer. The Trustee shall sell and transfer
the Contracts to the highest bidder therefor at the Termination Auction provided
that:
(1) the Termination Auction has been conducted in accordance
with the Auction Procedures;
(2) the Trustee has received good faith bids for the Contracts
from at least two prospective purchasers that are considered by the
Trustee, in its sole discretion, to be competitive participants in the
market for manufactured housing installment sale contracts; provided,
--------
that at least one of such prospective purchasers shall not be an
Affiliate of the Contract Seller;
(3) a financial advisor selected by the Trustee, the fees of
whom shall be an expense of the Servicer, as advisor to the Trustee (in
such capacity, the "Advisor"), shall have advised the Trustee in writing
that at least two of such bidders are participants in the market for
manufactured housing retail installment sale contracts and are willing
and able to purchase the Contracts (the Trustee may in its discretion
select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Contracts is not less
than the aggregate fair market value of the Contracts (as determined
by the Trustee in its sole discretion);
(5) any bid submitted by the Contract Seller or any Affiliate
of the Contract Seller shall be independently verified and represented
in writing by a qualified independent third party evaluator (which may
include the Advisor or an investment banking firm) selected by the
Trustee and may only be considered if such evaluator determines that the
bid reasonably represents the fair market value of the Contracts;
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(6) the highest bid would result in proceeds from the sale of
the Contracts which will be at least equal to the Minimum Termination
Amount plus any unreimbursed Draw Amounts;
(7) such sale and consequent termination of the Trust Fund
must constitute a "qualified liquidation" of the Trust Fund under
Section 860F of the Code, including the requirement that the proceeds of
such qualified liquidation are credited or distributed to the holders of
regular residual interests within 90 days from the date upon which the
Trust Fund adopts a plan of complete liquidation (the Trustee may, in
its discretion, require that the purchaser of such Contracts provide an
Opinion of Counsel to that effect); and
(8) the terms of the Termination Auction must be made available
to all bidders and must stipulate that the Servicer be retained to
service the Contracts on terms substantially similar to those in this
Agreement.
Provided that all of the conditions set forth in clauses (1) through (8)
have been met, the Trustee shall sell and transfer the Contracts, without
representation, warranty or recourse of any kind whatsoever, to such highest
bidder in accordance with and upon completion of the Auction Procedures. The
Trustee shall deposit the purchase price for the Contracts in the Certificate
Account at least one Business Day prior to the fourth Distribution Date
following the Optional Termination Date. The provisions of subsections (c) and
(d) of this Section 10.01 also shall apply with respect to any Termination
Auction. In the event that any of such conditions are not met or such highest
bidder fails or refuses to comply with any of the Auction Procedures, the
Trustee shall decline to consummate such sale and transfer. In such case the
Termination Auction shall be concluded and the Trustee shall be under no further
duty to solicit bids for or otherwise to attempt to sell the Contracts.
(c) (i) Notice of any termination, specifying the Distribution Date upon
which all Certificateholders may surrender their Certificates to the
Trustee for payment and cancellation, shall be given promptly by the
Servicer by letter to the Certificateholders, the LOC Provider, the
Trustee, the Contract Seller and each Rating Agency mailed no later than
the 10th day of the month next preceding the month of such final
distribution, specifying (i) the Distribution Date upon which final
payment on the Certificates will be made upon presentation and surrender
of Certificates at the office or agency of the Trustee therein
designated, (ii) the amount of any such final payment, and (iii) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee therein
specified. After giving such notice, the Trustee shall not register the
transfer or exchange of any Certificates. If such notice is given in
connection with the Servicer's election to purchase, the Servicer shall
deposit in the Certificate Account on the Business Day prior to the
applicable Distribution Date the amount described in Section
10.01(a)(ii). The amount so deposited shall not be invested.
(ii) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed, from funds in the Certificate Account, to
Certificateholders, in proportion to their respective Percentage
Interests, an amount equal to (a) as to the
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Class A-1 Certificates, the Class A-1 Certificate Balance together with
the Class A-1 Unpaid Interest Shortfall and one month's interest at the
Class A-1 Pass-Through Rate on the Class A-1 Certificate Balance, (b) as
to the Class A-2 Certificates, the Class A-2 Certificate Balance
together with the Class A-2 Unpaid Interest Shortfall and one month's
interest at the Class A-2 Pass-Through Rate on the Class A-2 Certificate
Balance, (c) as to the Class A-3 Certificates, the Class A-3 Certificate
Balance together with the Class A-3 Unpaid Interest Shortfall and one
month's interest at the Class A-3 Pass-Through Rate on the Class A-3
Certificate Balance, (d) as to the Class A-4 Certificates, the Class A-4
Certificate Balance together with the Class A-4 Unpaid Interest
Shortfall and one month's interest at the Class A-4 Pass-Through Rate on
the Class A-4 Certificate Balance, (e) as to the Class A-5 Certificates,
the Class A-5 Certificate Balance together with the Class A-5 Unpaid
Interest Shortfall and one month's interest at the Class A-5 Pass-
Through Rate on the Class A-5 Certificates, (f) as to the Class M-1
Certificates, the Class M-1 Certificate Balance together with the Class
M-1 Unpaid Interest Shortfall and one month's interest at the Class M-1
Pass-Through Rate on the Class M-1 Certificates, (g) as to the Class M-2
Certificates, the Class M-2 Certificate Balance together with the Class
M-2 Unpaid Interest Shortfall and one month's interest at the Class M-2
Pass-Through Rate on the Class M-1 Certificates, (h) as to the Class B-1
Certificates, the Class B-1 Certificate Balance together with the Class
B-1 Unpaid Interest Shortfall and one month's interest at the Class B
Pass-Through Rate on the Class B-1 Certificates, (i) as to the Class B-2
Certificates, the Class B-2 Certificate Balance together with the Class
B-2 Unpaid Interest Shortfall and one month's interest at the Class B
Pass-Through Rate on the Class B-2 Certificates, and (j) any
unreimbursed Draw Amounts to the LOC Provider.
(iii) Upon such termination, any amounts remaining in the Certificate
Account (other than amounts retained to meet claims) shall be paid to
the Class R Certificateholders. Following such final deposit, the
Servicer shall prepare and the Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such
transfer. The distribution on the final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such
Distribution Date in respect of the Certificates and the Class R
Certificate.
(d) If any Certificateholder does not surrender its Certificate for
cancellation by the final Distribution Date specified in the written notice
required in Section 10.01(c)(i), any amounts retained in the Certificate Account
that are owed to such Certificateholder shall be withdrawn from the Certificate
Account and held in an escrow account with the Trustee pending distribution
pursuant to this Section 10.01(d). Any amounts so held shall not be invested.
The Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within two years after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee shall so notify the Contract Seller and the Contract
Seller may take appropriate steps, or may appoint an agent to take appropriate
and reasonable steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of, and
only to the extent of, the funds and other assets which remain in trust
hereunder.
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Upon any termination pursuant to the exercise of the purchase option
contained in Section 10.01(a)(ii), the consummation of a sale pursuant to a
Termination Auction or otherwise, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the Trustee has
received an Opinion of Counsel to the effect that the failure of the Trust Fund
to comply with the requirements of this Section 10.01 will not (i) result in the
imposition of taxes on "prohibited transactions" of the Trust Fund as described
in Section 860F of the Code, (ii) cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding, or (iii) result in the
imposition of taxes on contributions of additional assets to the Trust Fund
under Section 860G(d) of the Code:
(i) Within 90 days prior to the final Distribution Date set
forth in the notice given by the Servicer or the Trustee under this
Section 10.01, the Holders of the Class R Certificates shall adopt a
plan of complete liquidation of the Trust Fund;
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Servicer
as agent of the Trustee shall sell all of the assets of the Trust Fund
to the purchaser thereof (which may be the Servicer) for cash (other
than assets that will be converted to cash prior to the final
Distribution Date); and
(iii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the final Distribution Date, the
Trustee shall credit or distribute all proceeds of the liquidation (plus
the cash), less assets retained to meet claims, to the
Certificateholders.
By its acceptance of a Class R Certificate, each Holder thereof hereby agrees to
adopt such a plan of complete liquidation upon the written request of the
Servicer and to take such other action in connection therewith as may be
reasonably requested by the Contract Seller.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
---------
This Agreement may be amended from time to time by the Contract Seller, the
Servicer and the Trustee , with the consent of the LOC Provider, which consent
shall not be unreasonably withheld (provided that if an LOC Default has occurred
and is continuing, no such consent needs to be obtained from the LOC Provider)
without the consent of any of the Certificateholders, (i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein, (iii) to add to the duties
or obligations of the Servicer, (iv) to obtain a rating from a nationally
recognized rating agency or to maintain or improve the ratings of any Class of
Certificates by each Rating Agency (it being understood that after obtaining
ratings for the Certificates from Xxxxx'x and Fitch, none of the Trustee, the
Contract Seller or the Servicer is obligated to obtain, maintain or improve any
rating assigned to the Certificates) or (v) to make such other provisions with
respect to matters or questions arising under this Agreement, as shall not be
inconsistent with any other provisions herein; provided that such action shall
--------
not, as evidenced by an Opinion of Counsel, adversely
103
affect in any material respect the interests of any Certificateholder.
Notwithstanding the foregoing, without the consent of the Certificateholders,
the Trustee, the Contract Seller, the LOC Provider, which consent shall not be
unreasonably withheld (provided that if an LOC Default has occurred and is
continuing, no such consent needs to be obtained from the LOC Provider) and the
Servicer may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has been provided an Opinion of Counsel, which opinion shall be an
expense of the party requesting such opinion but in any case shall not be an
expense of the Trustee, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.
This Agreement may also be amended from time to time by the Contract
Seller, the Servicer and the Trustee with the consent of the LOC Provider, which
consent shall not be unreasonably withheld (provided that if an LOC Default has
occurred and is continuing, no such consent needs to be obtained from the LOC
Provider) and with the consent of the Holders of a Majority In Interest of each
Class of Regular Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
-------- -------
manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates of such Class evidencing, as
to such Class, Percentage Interests aggregating 66% or (iii) reduce the
aforesaid percentages of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all such
Certificates then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel, which opinion shall be an expense of the party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not cause the imposition of any
tax on the Trust Fund or the Certificateholders or cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder, the
LOC Provider and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
104
Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 11.01.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Contracts are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer at its expense.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Governing Law.
-------------
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF CALIFORNIA AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 11.04 Calculations.
------------
Except as otherwise provided in this Agreement, all Pass-Through Rate,
interest rate and basis point calculations under this Agreement will be made
with respect to (i) the Class A (other than the Class A-1), the Class M and the
Class B Certificates on the basis of a 360-day year and twelve thirty-day months
and (ii) the Class A-1 Certificates on the basis of the actual number of days
elapsed during the related Interest Accrual Period and a 360-day year and, in
each case, will be carried out to at least three decimal places. Interest on
the Regular Certificates with respect to a Distribution Date will accrue during
the related Interest Accrual Period.
Section 11.05 Notices.
-------
(a) The Trustee shall use its best efforts to promptly provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
105
3. The resignation or termination of the Servicer or the Trustee
and the appointment of any successor or any assignment of this Agreement
pursuant to Section 7.06;
4. The repurchase or substitution of Contracts pursuant to
Section 3.05;
5. The final payment to Certificateholders;
6. A sale of any Class R Certificate;
7. Any shortfalls arising from the failure of the Servicer to
advance as required pursuant to Section 5.01 hereof; and
8. Any suspension, withdrawal or reduction below "Baa2" in the
long-term senior debt rating of the LOC Provider from Moody's or any suspension,
withdrawal or reduction below "P-2" in the short-term senior debt rating of the
LOC Provider from Moody's.
In addition, the Servicer shall promptly furnish to each Rating Agency
copies of the following:
1. Each report to Certificateholders described in Section 5.07;
2. Each annual statement as to compliance described in Section
4.20; and
3. Each annual independent public accountants' servicing report
described in Section 4.21.
(b) All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Contract Seller and the Servicer: GreenPoint Credit LLC., 00000 Xxxxxx Xxxxx
Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Manager, Investor Servicing (or
such other address as may be hereafter furnished to the Contract Seller, the LOC
Provider and the Trustee by the Servicer in writing), with copies to Xxxxxx
Xxxxxx, Esq., GreenPoint Bank, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (b) in
the case of the Trustee, Bank One, National Association, 0 Xxxx Xxx Xxxxx, Xxxxx
XX0-0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxx Xxxxxxx or such other
address as the Trustee may hereafter furnish to the Contract Seller, the LOC
Provider and the Servicer; (c) in the case of the LOC Provider: GreenPoint Bank,
00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq. or such
other address as such LOC Provider may hereafter furnish to the Contract Seller,
the Trustee and the Servicer, and (d) in the case of the Rating Agencies, (i)
Xxxxx'x Investors Service, Inc., Manufactured Housing Monitoring Department, 00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (ii) Fitch IBCA, Inc., Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx. Notices to Certificateholders shall be deemed
given when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.
Section 11.06 Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms
106
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.
Section 11.07 Assignment.
----------
Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Sections 7.04 and 7.06, this Agreement may not be assigned
by the Servicer without the prior written consent of the Trustee and the
Contract Seller.
Section 11.08 Limitations on Rights of Certificateholders.
-------------------------------------------
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.09 Inspection and Audit Rights.
---------------------------
The Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Contract Seller or the Trustee during the Servicer's
normal business hours, to examine all the
107
books of account, records, reports and other papers of the Servicer relating to
the Contracts, to make copies and extracts therefrom, to cause such books to be
audited by independent certified public accountants selected by the Contract
Seller or the Trustee and to discuss its affairs, finances and accounts relating
to the Contracts with its officers, employees and independent public accountants
(and by this provision the Servicer hereby authorizes such accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any out-of-
pocket expense incident to the exercise by the Contract Seller or the Trustee of
any right under this Section 11.09 shall be borne by the party requesting such
inspection; all other such expenses shall be borne by the Servicer.
Section 11.10 Certificates Nonassessable and Fully Paid.
-----------------------------------------
It is the intention of the Contract Seller that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
Section 11.11 Third Party Beneficiary.
-----------------------
The LOC Provider shall be a third party beneficiary of this Agreement and
shall be entitled to bring a claim against the Contract Seller for its failure
to perform its obligations under Section 3.05 or a claim against the Servicer
for any failure by the Servicer to make Monthly Advances as required under
Section 5.01 or any deposit or other payment required under this Agreement.
108
IN WITNESS WHEREOF, the GreenPoint and the Trustee have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity,
solely as Trustee
By:
----------------------------
Name: Xxxxxx Xxxxxx
Title: Trust Officer
GREENPOINT CREDIT, LLC,
as Contract Seller and Servicer
By:
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On March , 2000 before me, , Notary Public,
--- -----------------
personally appeared Xxxxxxx X. Xxxx known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged that he executed the
same in his authorized capacity as Vice President of GreenPoint Credit, LLC and
that, by his signature on the instrument the entity upon behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
--------------------------
Notary Public
My Commission expires
--------------
[Notarial Seal]
STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On this th day of March, 2000, before me, , a
--- ----------------
notary public in and for said State, appeared Xxxxxx Xxxxxx, personally known to
me on the basis of satisfactory evidence to be a Trust Officer of Bank One,
National Association, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such national banking association, and acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
-----------------------
Notary Public
My Commission expires
---------
[Notarial Seal]
EXHIBIT INDEX
-------------
Exhibit A ............... Contract Schedule
Exhibit B-1 ............. Form of Class A-1 Certificate
Exhibit B-2 ............. Form of Class A-2 Certificate
Exhibit B-3 ............. Form of Class A-3 Certificate
Exhibit B-4 ............. Form of Class A-4 Certificate
Exhibit B-5 ............. Form of Class A-5 Certificate
Exhibit B-6 ............. Form of Class M-1 Certificate
Exhibit B-7 ............. Form of Class M-2 Certificate
Exhibit B-8 ............. Form of Class B-1 Certificate
Exhibit B-9 ............. Form of Class B-2 Certificate
Exhibit C ............... Form of Reverse of Certificates
Exhibit D ............... Form of Class R Certificate
Exhibit E ............... Form of Certificate Regarding Substitution of Eligible Substitute
Contract
Exhibit F ............... Form of Certificate of Servicing Officer
Exhibit G-1 ............. Form of Transfer Affidavit
Exhibit G-2 ............. Form of Transferor Certificate for Class R Certificates
Exhibit H ............... Form of Depository Agreement
Exhibit I ............... Form of ERISA Representations Letter
Exhibit J ............... Termination Auction Procedures
Exhibit K-1 ............. Form of Senior LOC Agreement
Exhibit K-2 ............. Form of Class B-2 LOC Agreement
EXHIBIT A
CONTRACT SCHEDULE
(You can obtain a copy from the Trustee)
Exhibit X-0
XXXXXXX X-0
FORM OF CLASS A-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. : A-1-__
Date of Pooling and Servicing Agreement : Xxxxx 0, 0000
Xxx-Xxx Date : February 29, 2000
First Distribution Date : April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $_______________
Initial Certificate Balance of all
Class A-1 Certificates : $64,000,000
Pass-Through Rate : LIBOR + 0.13% (subject to a maximum
rate equal to the weighted average
of the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date : September 2013
CUSIP : 000000XX0
Exhibit B-1-1
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-1 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-1
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller. The Trust Fund
was created pursuant to a Pooling and Servicing Agreement, dated as of March 1,
2000 (the "Agreement"), among the Contract Seller, the Servicer and Bank One,
National Association, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-1 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the Business Day preceding such Distribution Date.
Distributions to the Holder of this Class A-1 Certificate shall be applied first
to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-1-2
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-1-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By_______________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By____________________________
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS A-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. : A-2-__
Date of Pooling and Servicing Agreement : Xxxxx 0, 0000
Xxx-Xxx Date : February 29, 2000
First Distribution Date : April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $_______________
Initial Certificate Balance of all
Class A-2 Certificates : $74,380,000
Pass-Through Rate : 7.60% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date : September 2022
CUSIP : 000000XX0
Exhibit B-1-2
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-2 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One, National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-2 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-2 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-2-2
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-2-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By______________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By__________________________________
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS A-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. : A-3-__
Date of Pooling and Servicing Agreement : Xxxxx 0, 0000
Xxx-Xxx Date : February 29, 2000
First Distribution Date : April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class A-3 Certificates : $15,000,000
Pass-Through Rate : 7.93% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date : April 2024
CUSIP : 000000XX0
Exhibit B-3-1
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-3 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-3
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-3 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-3 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-3
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-3-2
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-3-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By ________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCATION,
not in its individual capacity, but solely as Trustee
By _____________________________________
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS A-4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. : A-4-__
Date of Pooling and Servicing Agreement : Xxxxx 0, 0000
Xxx-Xxx Date : February 29, 2000
First Distribution Date : April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class A-4 Certificates : $70,000,000
Pass-Through Rate : 8.14% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date : March 2030
CUSIP : 000000XX0
Exhibit B-4-1
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-4 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-4
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One, National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-4 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-4 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-4
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-4-2
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-4-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By __________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-4 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By __________________________________________
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS A-5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. : A-5-__
Date of Pooling and Servicing Agreement : Xxxxx 0, 0000
Xxx-Xxx Date : February 29, 2000
First Distribution Date : April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination") : $__________
Initial Certificate Balance of all
Class A-5 Certificates : $24,820,000
Pass-Through Rate : 7.84% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date : December 2029
CUSIP : 000000XX0
Exhibit B-5-1
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-1 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-1
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller. The Trust Fund
was created pursuant to a Pooling and Servicing Agreement, dated as of March 1,
2000 (the "Agreement"), among the Contract Seller, the Servicer and Bank One,
National Association, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-1 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the Business Day preceding such Distribution Date.
Distributions to the Holder of this Class A-1 Certificate shall be applied first
to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-5-2
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-5-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By
---------------------------------
Authorized Signatory
EXHIBIT X-0-0
XXXXXXX X-0
FORM OF CLASS M-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(B) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
Exhibit B-6-1
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE LIABILITIES, CLAIMS COSTS OR EXPENSES INCURRED BY
SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS M-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No.: M-1-__
Date of Pooling and Servicing Agreement: March 1, 2000
Cut-Off Date: February 29, 2000
First Distribution Date: April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination"): $_______________
Initial Certificate Balance of all
Class A-2 Certificates: $23,800,000
Pass-Through Rate: 8.25% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date: March 2030
CUSIP : 000000XX0
Exhibit B-6-2
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-2 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One, National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-2 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-2 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-2
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-6-3
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No transfer of this Class M-1 Certificate will be made unless the Trustee
has received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of the Class M-1 Cerficate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Contract Seller, the Servicer
or the Trustee to any obligation or liability in addition to those undertaken in
the Agreement or (ii) a representation letter, in the form as described by the
Agreement, stating either (a) that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or (b) that the transferee is an insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-6-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
---------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By
-------------------------------------
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS M-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(B) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
Exhibit B-7-1
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE LIABILITIES, CLAIMS COSTS OR EXPENSES INCURRED BY
SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS M-2 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES A AND CLASS M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN.
Certificate No.: M-2-__
Date of Pooling and Servicing Agreement: March 1, 2000
Cut-Off Date: February 29, 2000
First Distribution Date: April 20, 2000
Initial Certificate Balance of
this Certificate ("Denomination"): $__________
Initial Certificate Balance of all
Class A-4 Certificates: $23,800,000
Pass-Through Rate: 8.78% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date: March 2030
CUSIP: 000000XX0
Exhibit B-7-2
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-3 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-3
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-3 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-3 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-3
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-7-3
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No transfer of this Class M-2 Certificate will be made unless the Trustee
has received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of the Class M-2 Cerficate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Contract Seller, the Servicer
or the Trustee to any obligation or liability in addition to those undertaken in
the Agreement or (ii) a representation letter, in the form as described by the
Agreement, stating either (a) that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or (b) that the transferee is an insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-7-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
----------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCATION,
not in its individual capacity, but solely as Trustee
By
-----------------------------------
Authorized Signatory
Exhibit X-0-0
XXXXXXX X-0
FORM OF CLASS B-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 16, 2000. ASSUMING
THAT THE CONTRACTS PREPAY AT _____% OF THE PREPAYMENT MODEL (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INTIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$______ OF OID PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY
IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL INTEREST ACCRUAL
PERIOD IS NOT MORE THAN $_____ PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
CONTRACTS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT MODEL OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(B) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
Exhibit B-8-6
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL
BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE LIABILITIES, CLAIMS COSTS OR EXPENSES INCURRED BY
SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS B-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES A AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN.
Certificate No.: B-1
Date of Pooling and Servicing Agreement: March 1, 2000
Cut-Off Date: February 29, 2000
First Distribution Date: April 20, 2000
Initial Certificate Balance of
Exhibit B-8-7
this Certificate ("Denomination"): $__________
Initial Certificate Balance of all
Class A-4 Certificates: $18,700,000
Pass-Through Rate: 9.00% (subject to a maximum rate
equal to the weighted average of
the Net Contract Rates of the
Contracts in the Contract Pool)
Month of Last Scheduled
Distribution Date: August 2023
CUSIP: 000000XX0
Exhibit B-8-8
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class A-4 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class A-4
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One, National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A-4 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class A-4 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class A-4
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-8-9
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No transfer of this Class B-1 Certificate will be made unless the Trustee
has received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of the Class B-1 Cerficate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Contract Seller, the Servicer
or the Trustee to any obligation or liability in addition to those undertaken in
the Agreement or (ii) a representation letter, in the form as described by the
Agreement, stating either (a) that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or (b) that the transferee is an insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-8-10
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-4 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By
--------------------------------
Authorized Signatory
Exhibit X-0-00
XXXXXXX X-0
FORM OF CLASS B-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 16, 2000. ASSUMING
THAT THE CONTRACTS PREPAY AT _____% OF THE PREPAYMENT MODEL (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN
$______ OF OID PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY
IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL CERTIFICATE BALANCE,
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
CONTRACTS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT MODEL OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
Exhibit B-9-1
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A
DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO
LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF
COUNSEL NOR A CEFinancial Printing GroupFinancial Printing GroupNOTWITHSTANDING
THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR
ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS
CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A
CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED,
AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED
BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST
HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH
TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (1) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE
TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE
UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE
(OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION
6.02 OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS
THE TRUSTEE, THE SERVICER, THE CONTRACT SELLER AND THE TRUST FUND FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
THIS CLASS M-1 CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No.: B-2-
----
Date of Pooling and Servicing Agreement: March 1, 2000
Cut-Off Date: February 29, 2000
First Distribution Date: April 20, 2000
Initial Certificate Balance of
Exhibit B-9-2
this Certificate ("Denomination"): $__________
Initial Certificate Balance of all
Class B-2 Certificates: $23,500,000
Pass-Through Rate: 9.00% (subject to a maximum rate equal to
the weighted average of the Net Contract
Rates of the Contracts in the Contract
Pool)
Month of Last Scheduled
Distribution Date: March 2030
CUSIP: 000000XX0
Exhibit B-9-3
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class B-2 Certificates with respect to a Trust Fund consisting primarily of
a pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. Neither this Certificate nor the
Contracts are insured or guaranteed by the Contract Seller, the Servicer or the
Trustee referred to below or any of their respective Affiliates or by any
governmental agency or instrumentality.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Class B-2
Certificates) in certain monthly distributions with respect to a Trust Fund
consisting of the Contracts deposited by the Contract Seller and Servicer. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2000 (the "Agreement"), among the Contract Seller, the Servicer and
Bank One, National Association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
20th day of each month or, if such 20th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the applicable Record Date in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class B-2 Distribution Amount on such Distribution Date
pursuant to Section 5.02 of the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the calendar month preceding such
Distribution Date. Distributions to the Holder of this Class M-1 Certificate
shall be applied first to interest and then to principal.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall hold Class M-1
Certificates evidencing a Percentage Interest aggregating 10% or more or, if
not, by check mailed
Exhibit B-9-4
by first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
No transfer of this Class B-2 Certificate will be made unless the Trustee
has received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of the Class M-1 Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and will not subject the Contract Seller, the Servicer
or the Trustee to any obligation or liability in addition to those undertaken in
the Agreement or (ii) a representation letter, in the form as described by the
Agreement, stating either (a) that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or (b) that the transferee is an insurance company, the source of funds to
be used by it to purchase the Certificate is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
* * *
Exhibit B-9-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ____________________
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
----------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-2 Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By______________________________________
Authorized Signatory
Exhibit B-9-6
EXHIBIT C
FORM OF REVERSE OF CERTIFICATES
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
This Certificate is one of a duly authorized issue of Certificates
designated as GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-1 issued in ten Classes (Class X-0, Xxxxx X-0, Class
A-3, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class B-1, Class B-2 and Class
R, herein collectively called the "Certificates"), and representing a beneficial
ownership interest in the Trust Fund.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the assets of the Trust Fund for payment hereunder and
that the Trustee is not liable to the Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Contract Seller, the Servicer and the Trustee with the consent of the
Holders of a Majority In Interest of each Class of Regular Certificates affected
by such amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain
Exhibit C-1
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Contract Seller, the Servicer and the Trustee and any agent of the
Contract Seller, the Servicer or the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
of the Contract Seller, the Servicer, the Trustee, nor any such agent shall be
affected by any notice to the contrary.
On any Distribution Date on which the Pool Scheduled Principal Balance is
less than or equal to 10% of the Cut-Off Date Pool Principal Balance, the
Servicer will have the option to repurchase, upon giving notice mailed no later
than the 10th day of the month next preceding the month of the exercise of such
option, all Outstanding Contracts at a price equal to the greater of (a) the sum
of (x) 100% of the Scheduled Principal Balance of each Contract (other than any
Contract as to which the related Manufactured Home has been acquired and not yet
disposed of and whose fair market value is included pursuant to clause (y)
below) as of the final Distribution Date, and (y) the fair market value of such
acquired property (as determined by the Servicer as of the close of business on
the third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to Section 10.01(c)(i)
of the Agreement), and (b) the aggregate fair market value (as determined by the
Servicer as of the close of business on such third Business Day) of all the
assets in the Trust Fund, plus, in the case of both clause (a) and clause (b),
an amount sufficient to pay any Class A-1 Unpaid Interest Shortfall, Class A-2
Unpaid Interest Shortfall, Class A-3 Unpaid Interest Shortfall, Class A-4
Unpaid Interest Shortfall, Class A-5 Unpaid Interest Shortfall, Class M-1
Unpaid Interest Shortfall, Class M-2 Unpaid Interest Shortfall, Class B-1
Unpaid Interest Shortfall and Class B-2 Unpaid Interest Shortfall and any
unreimbursed Letter of Credit Draw Amounts and Class B-2 Letter of Credit Draw
Amounts and the remittance of all funds due hereunder; provided, however, that
-------- -------
the purchase price of such Contracts shall in no event be less than the Minimum
Termination Amount as of the Distribution Date on which the Servicer purchases
such Contracts. If the Servicer does not exercise its option, the Holders of
the Class R Certificates, on any Distribution Date after the first Distribution
Date on which the Pool Scheduled Principal Balance is less than 10% of the Cut-
Off Date Pool Principal, may purchase the Outstanding Contracts at a price equal
to the greater of (a) the sum of (x) 100% of the Scheduled Principal Balance of
each Contract (other than any Contract as to which the related Manufactured Home
has been acquired and not yet disposed of and whose fair market value is
included pursuant to clause (y) below) as of the final Distribution Date, and
(y) the fair market value of such acquired property (as determined by the
Servicer as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to Section 10.01 of the Agreement), and (b) the
aggregate fair market value (as determined by the Servicer as of the close of
business on such third Business Day) of all the assets in the Trust Fund, plus,
in the case of both clause (a) and clause (b), an amount
Exhibit C-2
sufficient to pay any Class A-1 Unpaid Interest Shortfall, Class A-2 Unpaid
Interest Shortfall, Class A-3 Unpaid Interest Shortfall, Class A-4 Unpaid
Interest Shortfall, Class A-5 Unpaid Interest Shortfall, Class M-1 Unpaid
Interest Shortfall, Class M-2 Unpaid Interest Shortfall, Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall and any unreimbursed
Letter of Credit Draw Amounts and Class B-2 Letter of Credit Draw Amounts and
the remittance of all funds due hereunder, provided, that the purchase price of
--------
such Contracts shall in no event be less than the Minimum Termination
Amount as of the Distribution Date on which the Holders of the Class R
Certificates purchase such Contracts.
On any Distribution Date on which the Pool Scheduled Principal Balance is
less than or equal to 10% of the Cut-Off Date Pool Principal Balance, the
Servicer may request that the Trustee conduct an auction (a "Termination
Auction") by soliciting bids for the purchase of all Contracts remaining in the
Trust Fund, and in any event, if the Servicer has not exercised the option
described in the preceding paragraph within ninety days following the
Distribution Date as of which the Pool Scheduled Principal Balance is less than
10% of the Cut-Off Date Pool Principal Balance, the Trustee shall conduct such
termination auction. In the event that satisfactory bids are received as
described in the Agreement, the net sale proceeds will be distributed to
Certificateholders, in the same order of priority as collections received in
respect of the Contracts. A satisfactory bid is one in which the purchase price
of the Contracts then outstanding is at least equal to the Minimum Termination
Amount (as hereinafter defined). Such a bid must be made in accordance with
certain auction procedures set forth in the Agreement, which include a
requirement that the Trustee receive good faith bids for such Contracts from at
least two prospective purchasers (at least one of whom is not the Contract
Seller, the Servicer or an affiliate thereof) that are considered by the
Trustee, in its sole discretion, to be (i) competitive participants in the
market for manufactured housing installment sale contracts or installment loan
agreements and (ii) willing and able purchasers of such Contracts. As of any
time after the Pool Scheduled Principal Balance is less than 10% of the Cut-Off
Date Pool Principal Balance, the "Minimum Termination Amount" is an amount equal
to the respective Certificate Balances of all Classes of Certificates that
remain outstanding as of such time, together with any shortfall in interest due
on such Certificates in respect of prior Distribution Dates and one month's
interest at the applicable Pass-Through Rates on such Certificate Balances, plus
the aggregate amount, if any, of any unreimbursed Letter of Credit Draw Amounts.
A sale and consequent termination of the Trust Fund pursuant to a Termination
Auction must constitute a "qualified liquidation" of the Trust Fund under
Section 860F of the Code, including the requirement that the qualified
liquidation takes place over a period not to exceed 90 days. If satisfactory
bids are not received, the Trustee shall decline to sell the Contracts and shall
not be under any obligation to solicit any further bids or otherwise negotiate
any further sale of the Contracts.
Any purchase pursuant to a Termination Auction or by the Servicer will be
made at the price specified in the Agreement. In the event that no such early
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the final payment or other
liquidation of the last Contract remaining in the Trust Fund and the disposition
of all REO Property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the
Exhibit C-3
last survivor of the descendants living at the date of the Agreement of the
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
Exhibit C-4
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
---------------------------------------------------------
Dated:
---------------
----------------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to , for the account of ,
--------------------------- ---------
account number , or, if mailed by check, to .
----------- -----------------------
Applicable statements should be mailed to .
-----------------------------------
This information is provided by , the assignee named above,
---------------
or , as its agent.
----------------------------------------
Exhibit C-5
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO ANY
PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 6.02(b) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CONTRACT SELLER, THE SERVICER AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE CONTRACT
SELLER, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT. NEITHER THIS
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO A "DISQUALIFIED
ORGANIZATION" AS DEFINED IN SECTION 860(e)(5) OF THE CODE.
THE HOLDERS OF THE CLASS R CERTIFICATES, BY PURCHASING SUCH CLASS R
CERTIFICATES, SHALL BE DEEMED TO CONSENT (1) TO THE APPOINTMENT OF THE SERVICER
AS THE TAX MATTERS PERSON FOR THE TRUST FUND OR, IF THE SERVICER DETERMINES, IN
ITS SOLE DISCRETION, THAT IT CANNOT ACT IN SUCH CAPACITY, TO THE APPOINTMENT OF
THE HOLDER HOLDING THE LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R
CERTIFICATES AS THE TAX MATTERS PERSON FOR THE TRUST FUND. IF THE HOLDER OF THE
LARGEST PERCENTAGE INTEREST IN THE OUTSTANDING CLASS R CERTIFICATES IS APPOINTED
AS THE TAX MATTERS PERSON, SUCH HOLDER SHALL BE DEEMED TO CONSENT, WITH RESPECT
TO ITS CAPACITY AS TAX MATTERS PERSON, TO THE APPOINTMENT OF THE SERVICER AS ITS
ATTORNEY-IN-FACT AND AGENT. THE HOLDERS OF THE CLASS R CERTIFICATES, BY
PURCHASING SUCH CLASS R
Exhibit D-1
CERTIFICATES, SHALL BE FURTHER DEEMED TO AGREE TO EXECUTE ANY DOCUMENTS REQUIRED
TO GIVE EFFECT TO THE FOREGOING PROVISIONS, AS SET FORTH MORE FULLY IN THE
AGREEMENT.
THIS CLASS R CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS M CERTIFICATES AND CLASS B CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
Certificate No.: R-
-----
Date of Pooling and
Servicing Agreement: March 1, 2000
Cut-Off Date: February 29, 2000
First Distribution Date: April 20, 2000
Percentage Interest
Evidenced by this
Class R Certificate _____%
Exhibit D-2
GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates
Series 2000-1
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional manufactured housing contracts (the "Contracts")
formed and sold by
GreenPoint Credit, LLC, (the "Contract Seller")
which manufactured housing contracts were originated or acquired by the Contract
Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as
the Servicer (the "Servicer").
Neither this Certificate nor the Contracts are insured or guaranteed by the
Contract Seller, the Servicer or the Trustee referred to below or any of their
respective Affiliates or by any governmental agency or instrumentality.
This certifies that is the registered owner of the Percentage
----------
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting of the Contracts deposited by the Contract
Seller. The Trust Fund was created pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 2000 (the "Agreement"), among the Contract
Seller, the Servicer and Bank One, National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
The Trustee will cause to be distributed to the Class R Certificateholder
the amounts to which such Holder is entitled pursuant to the terms of the
Agreement. Such distributions will be made by check mailed to the address of
the Person entitled thereto, as such address shall appear on the Certificate
Register or by wire or other transfer of immediately available funds if such
Person has given the Trustee written instructions at least ten days prior to the
related Distribution Date. Notwithstanding the above, the final distribution on
this Class R Certificate will be made only upon presentation and surrender of
this Class R Certificate at the Corporate Trust Office or the office or agency
maintained by the Trustee for such purpose.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Contract Seller and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of Class R Certificate will not constitute or result in
a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code and will not subject the Contract Seller, the Servicer or the
Trustee to any obligation or liability in addition to those undertaken in the
Agreement or (ii) a representation letter, in the form as described by the
Exhibit D-3
Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.
No transfer of a Class R Certificate shall be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, (the "Act"), or is made in accordance with said Act. In the event that
such a transfer is to be made, the prospective transferee of such Certificate
shall be required to provide the Trustee, the Contract Seller and the Servicer
with an investment letter substantially in the form described by the Agreement,
as required under Section 6.02 of the Agreement. The Holder hereof desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Contract Seller, the Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with the Act or any similar state laws.
Each Holder of this Class R Certificate will be deemed to have agreed to be
bound by the restrictions of Section 6.02 of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class R Certificate may be transferred
without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such
documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class R Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class R Certificate must agree not to
transfer an Ownership Interest in this Class R Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless the certificate of authentication hereon has
been manually executed by an authorized officer of the Trustee.
Exhibit D-4
EXHIBIT E
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
----------------------
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Trustee
By
-----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates
referred to in the within-named Agreement
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee
By
------------------------------------
Authorized Signatory
Exhibit D-5
EXHIBIT E
FORM OF CERTIFICATE REGARDING
SUBSTITUTION OF ELIGIBLE SUBSTITUTE CONTRACT
The undersigned certify that they are [title] and [title], respectively of
GreenPoint Credit, LLC (the "Contract Seller"), and that as such they are duly
authorized to execute and deliver this certificate on behalf of the Contract
Seller pursuant to Section 3.05(b) of the Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 2000, among the Contract Seller, the Servicer
and Bank One, National Association as Trustee (all capitalized terms used herein
without definition having the respective meanings specified in the Agreement),
and further certify that:
1. The Contracts on the attached schedule are to be substituted on the
date hereof pursuant to Section 3.05(b) of the Agreement and each such Contract
is an Eligible Substitute Contract.
2. The Contract File for each such Contract being substituted for a
Replaced Contract is in the custody of the Servicer and each such Contract has
been stamped in accordance with Section 3.02(x) of the Agreement.
3. The UCC-1 financing statement in respect of the Contracts to be
substituted, in the form required by Section 3.05(b)(ii) of the Agreement, has
been filed with the appropriate office in California.
4. There has been deposited in the Certificate Account each amount
listed on the schedule attached hereto as the amount by which the remaining
principal balance of each Replaced Contract exceeds the remaining principal
balance as of the beginning of the month of substitution of each Contract being
substituted therefor.
IN WITNESS WHEREOF, I have affixed hereunto my signature this ____ day of
______, 2000.
GREENPOINT CREDIT, LLC
By
-----------------------------------
[Name]
-------------------------------
[Title]
------------------------------
By
------------------------------------
[Name]
--------------------------------
[Title]
-------------------------------
Exhibit E-1
EXHIBIT F
[FORM OF CERTIFICATE OF SERVICING OFFICER]
The undersigned certifies that he is a [title] of [Servicer], a [
----------
corporation][federal savings bank] (the "Servicer"), and that as such he is duly
authorized to execute and deliver this certificate on behalf of the Servicer
pursuant to Section 5.05 of the Pooling and Servicing Agreement (the
"Agreement") dated as of March 1, 2000, among GreenPoint Credit, LLC, in its
capacity as Contract Seller and in its capacity as Servicer and Bank One,
National Association, as Trustee (all capitalized terms used herein without
definition having the respective meanings specified in the Agreement), and
further certifies that:
1. To the best of such officer's knowledge, the Monthly Report for the
period from to attached to this certificate is
------------ -----------
complete and accurate in accordance with the requirements of Sections 5.04 and
5.05 of the Agreement; and
2. As of the date hereof, such officer is not aware of the occurrence of
an Event of Default or of an event that, with notice or lapse of time or both,
would become an Event of Default.
IN WITNESS WHEREOF, I have affixed hereunto my signature this day
-----
of , 2000.
------
[SERVICER]
By
------------------------------------
[Name]
--------------------------------
[Title]
-------------------------------
Exhibit F-1
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT
STATE OF )
)ss
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. That he/she is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1, Class R (the "Owner")), a [savings
institution][corporation] duly organized and existing under the laws of [the
State of ][the United States], on behalf of which he/she makes this
-------------
affidavit and agreement.
2. That the Owner (i) is not and will not be a disqualified
organization, (ii) will endeavor to remain other than a disqualified
organization for so long as it retains its ownership interest in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means (a) a
"disqualified organization" as defined in Section 860E(e)(5) of the Internal
Revenue Code of 1986, as amended (the "Code"), (b) the United States, any State
or political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (c) a foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (d) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (e)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (f) any Person "electing large partnership" within the meaning of
Section 775 of the Code and (g) any other person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the Trust Fund, or any Person
having an Ownership Interest in any class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code;
(ii) that such tax would be on the transferor, or, if such transfer is through
an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person
Exhibit G-1-1
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class R
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of the pass-
through entity a disqualified organization is the record holder of an interest
in such entity. (For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives.)
5. The Owner is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 6.02(c) of the Pooling
and Servicing Agreement (the "Agreement") under which the Class R Certificates
were issued (in particular, clause (iii)(A) and (iii)(B) of Section 6.02(c)
which authorize the Trustee and the Servicer to deliver payments to a person
other than the Owner and negotiate a mandatory sale in the event the Owner holds
such Certificates in violation of Section 6.02(c)). The Owner expressly agrees
to be bound by and to comply with such restrictions and provisions.
8. That the Owner has reviewed the provisions of the Agreement defining
the obligations of the REMIC Administrator (as defined in the Agreement) and
hereby assumes such obligations of the REMIC Administrator and delegates such
duties to the Servicer (as defined in the Agreement); provided, however, that
such delegation will not relieve the Owner of its obligations as REMIC
Administrator. The Owner expressly agrees to be bound by and to comply with such
provisions.
9. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
Exhibit G-1-2
10. The Owner's Taxpayer Identification Number is .
-----------------
11. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
12. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collections of any tax.
13. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
14. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain outstanding.
15. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States state thereof (including the District of Columbia),
or an estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this day of , 2000.
----- ---------
[NAME OF TRANSFEREE]
By:
-----------------------------------------
Name:
Title:
[Corporate Seal]
ATTEST:
---------------------------------
[Assistant] Secretary
Personally appeared before me the above-named , known or proved to me
-------
to be the same person who executed the foregoing instrument and to be the
-------
Exhibit G-1-3
of the Transferee, and acknowledged that he executed the same as his free act
and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this day of ,20 .
------ ---- --
-----------------------------------------------
NOTARY PUBLIC
My Commission expires the day of ,
--- ---------
20 .
--
Exhibit G-1-4
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
FOR CLASS R CERTIFICATES
GreenPoint Credit, LLC Date:
00000 Xxxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Bank One, National Association,
as Trustee
0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Re: GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1
-------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
--------
(the "Transferor") to (the "Buyer") of $ Initial Certificate
--------- -----------
Balance of GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-1, Class R (the "Certificates"), issued pursuant to
Section 6.02(c) of the Pooling and Servicing Agreement (the "Agreement"), dated
as of March 1, 2000, among GreenPoint Credit, LLC, in its capacity as Contract
Seller (the "Contract Seller") and in its capacity as Servicer (the "Servicer")
and Bank One, National Association (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Agreement. The
Transferor hereby certifies, represents and warrants to, and covenants with, the
Contract Seller, the Servicer and the Trustee that:
1. No purpose of the Transferor relating to the transfer of the
Certificate by the Transferor to the Buyer is or will be to impede the
assessment or collection of any tax.
2. The Transferor understands that the Buyer has delivered to the
Trustee and the Servicer a transfer affidavit and agreement in the form attached
to the Agreement as Exhibit G-1. The Transferor does not know or believe that
any representation contained therein is false.
3. The Transferor has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Buyer as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Buyer has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Buyer will not continue to pay its debts as they become due in
the future. The Transferor understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.
Exhibit G-2-1
4. The Transferor has no actual knowledge that the proposed Buyer is not
both a United States Person and a Permitted Transferee.
5. The Transferor further certifies that (a) we understand that such
Certificates have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being disposed of by us in a transaction that is
exempt from the registration requirements of the Act, (b) neither the Transferor
nor anyone acting on its behalf has (i) offered, pledged, sold, disposed of or
otherwise transferred any Certificate, any interest in any Certificate or any
other similar security from any person in any manner, (ii) solicited any offer
to buy or to accept a pledge, disposition or other transfer of any Certificate,
any interest in any Certificate or any other similar security from any person in
any manner, (iii) otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security from
any person in any manner, (iv) made any general solicitation by means of general
advertising or in any other manner, or (v) taken any other action, that (as to
any of (i) through (iv) above) would constitute a distribution of the
Certificates under the Act, that would render the disposition of any Certificate
a violation of Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto, or (c) to the extent
such transfer is pursuant to Rule 144A under the Act, we have not offered the
Certificates to anyone other than a "qualified institutional buyer" as defined
in Rule 144A and the Act. The Transferor will not act, in any manner set forth
in the foregoing sentence with respect to any Certificate. The Transferor has
not and will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Agreement.
Very truly yours,
-----------------------------------------------
Name of Transferor
By:
--------------------------------------------
Name:
Title:
Exhibit G-2-2
EXHIBIT H
FORM OF DEPOSITORY AGREEMENT
(SEE ATTACHED LETTER OF REPRESENTATIONS)
Exhibit H-1
EXHIBIT I
ERISA Representation Letter
[date]
GreenPoint Credit, LLC
00000 Xxxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Bank One, National Association
0 Xxxx Xxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Re: GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-1 - Class [ ] Certificates
------------------------------------------------------------------
Dear Ladies and Gentlemen:
[ ] (the "Purchaser") intends to purchase from
-------------------------
[ ] (the "Seller") $[ ] initial
---------------------- ------------------
Certificate Balance of the above-referenced certificates (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of March 1, 2000, among GreenPoint Credit, LLC,
as seller and servicer ("GreenPoint") and Bank One, National Association, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants
with GreenPoint and the Trustee that, either:
(a) The Purchaser is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan within the meaning of the U.S. Department of
Labor ("DOL") regulation at 29 C.F.R.(S)2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by which to purchase the Certificates is an "insurance company general
account" (as such term is defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied.
Exhibit I-1
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with GreenPoint and the Trustee that the Purchaser will not
transfer the Certificates to any Plan or person unless such Plan or person meets
the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Exhibit I-2
EXHIBIT J
TERMINATION AUCTION PROCEDURES
------------------------------
The following sets forth the auction procedures to be followed in
connection with a sale effected pursuant to Section 10.01(b) of the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 1, 2000, among
GreenPoint Credit, LLC, in its capacity as Contract Seller (the "Contract
Seller") and in its capacity as Servicer (the "Servicer") and Bank One, National
Association (the "Trustee"). Capitalized terms used herein that are not
otherwise defined shall have the meanings described thereto in the Agreement.
I. Pre-Auction Process
-------------------
(a) Upon receiving notice of the Auction Date, the Advisor will
initiate its general Termination Auction procedures consisting of
the following: (i) with the assistance of the Servicer, prepare a
general solicitation package along with a confidentiality
agreement; (ii) develop a list of qualified bidders, in a
commercially reasonable manner; (iii) initiate contact with all
qualified bidders; (vi) send a confidentiality agreement to all
qualified bidders; (v) upon receipt of a signed confidentiality
agreement, send solicitation packages to all interested bidders on
behalf of the Trustee; and (vi) notify the Servicer of all
potential bidders and anticipated timetable.
(b) The general solicitation package will include: (i) the prospectus
supplement and prospectus from the initial public offering of any
of the Certificates; (ii) a copy of all monthly servicing reports
or a copy of all annual servicing reports and the prior year's
monthly servicing reports; (iii) a form of a Sale and Servicing
Agreement prepared by the Trustee and the Servicer (or prepared by
the Advisor and approved by the Trustee and the Servicer); (iv) a
description of the minimum purchase price required to cause the
Trustee to sell the Contracts as set forth in Section 10.01 (a) of
the Agreement; (v) a formal bidsheet; (vi) a detailed timetable;
and (vii) a preliminary data tape of the Pool Scheduled Principal
Balance as of a recent Distribution Date reflecting the same data
attributes used to create the Cut-Off Date tables for the
prospectus supplement dated March 2, 2000 relating to the public
offering of certain of the Certificates. None of the Trustee, the
Contract Seller or the Servicer shall be required to produce an
updated prospectus or prospectus supplement, and the auction
procedures shall be carried out in a manner that does not
constitute a public offering of securities.
(c) The Trustee, with the assistance of the Servicer and the Advisor,
will maintain an auction package beginning at the time of closing
of the transaction, which will contain the documents listed under
clauses (i)-(ii) of the preceding paragraph. If the Advisor is
unable to perform its role as advisor to the Trustee, the Servicer
acting in its capacity under the Agreement will select a successor
Advisor and inform the Trustee of its actions.
Exhibit J-1
(d) The Advisor will send solicitation packages to all bidders at least
15 Business Days before the Auction Date. Bidders will be required
to submit any due diligence questions in writing to the Advisor for
determination of their relevancy, no later than 10 Business Days
before the Auction Date. The Servicer and the Advisor will be
required to satisfy all relevant questions at least five Business
Days prior to the Auction Date and distribute the questions and
answers to all bidders.
II. Auction Process
---------------
(a) The Advisor, any underwriter, or any Certificate Owner will be
allowed to bid in the Auction, but will not be required to do so.
(b) The Servicer will also be allowed to bid in the Termination Auction
if it deems appropriate, but will not be required to do so.
(c) On the Auction Date, all bids will be due by facsimile to the
offices of the Trustee by 1:00 p.m. New York City time, with the
winning bidder to be notified by 2:00 p.m. New York City time. All
acceptable bids (as described in Section 10.01 (b) of the
Agreement) will be due on a conforming basis on the bid sheet
contained in the solicitation package.
(d) If the Trustee receives fewer than two market value bids from
participants in the market for manufactured housing installment
sales contracts and installment loan contracts willing and able to
purchase the Contracts, the Trustee shall decline to consummate the
sale.
(e) Upon notification to the winning bidder, a good faith deposit equal
to one percent (1%) of the Pool Scheduled Principal Balance will be
required to be wired to the Trustee upon acceptance of the bid.
This deposit, along with any interest income attributable to it,
will be credited to the purchase price but will not be refundable.
The trustee will establish a separate account for the acceptance of
the good faith deposit, until such time as the account is fully
funded and all monies are transferred into the Certificate Account,
such time not to be later than one Business Day before the related
Distribution Date (as described above).
(f) The winning bidder will receive on the Auction Date a copy of the
draft Sale and Servicing Agreement and Servicer's Representations
and Warranties (which shall be substantially identical to the
representations and warranties set forth in Section 3.01 of the
Agreement).
(g) The Advisor will provide to the Trustee a letter concluding whether
or not the winning bid is a fair market value bid. The Advisor will
also provide such letter if it is the winning bidder. In the case
where the Advisor or the Servicer is the winning bidder it will
provide for market comparables and valuations in its letter.
Exhibit J-2
(h) The Termination Auction will stipulate the Servicer be retained to
service the Contracts sold pursuant to the terms of the Sale and
Servicing Agreement.
(i) The Termination Auction will stipulate that such sale and
consequent termination of the Trust Fund must constitute a
"qualified liquidation" of the Trust Fund under Section 860F of the
Code, including the requirement that such liquidation take place
over a period not to exceed 90 days. The Trustee may, in its
discretion, require that the purchaser of the Contracts provide the
Trustee with an Opinion of Counsel to that effect.
Exhibit J-3
EXHIBIT K-1
FORM OF SENIOR LOC AGREEMENT
(See attached)
Exhibt K-1-1
EXHIBIT K-2
FORM OF SENIOR B-2 LOC AGREEMENT
(See attached)
Exhibit K-2-1
