EXECUTION COPY
This AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT, dated as of
November 1, 2001 (the "Amendment"), is entered into 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"), and amends that certain Pooling
and Servicing Agreement (as the same is in effect immediately prior to the
effectiveness of this Amendment, the "Existing Pooling and Servicing Agreement"
and as the same may be amended, supplemented or modified and in effect from time
to time, the "Agreement"), dated as of March 1, 2000, by and between the
Contract Seller and Servicer and the Trustee. Capitalized terms used and not
otherwise defined in this Amendment shall have the same meanings in this
Amendment as set forth in the Existing Pooling and Servicing Agreement.
The Contract Seller and Servicer and the Trustee, have duly authorized the
execution and delivery of this Amendment to amend the Existing Pooling and
Servicing Agreement in certain respects on the terms set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
Section 1. AMENDMENTS. On the terms of this Amendment:
(a) The definition of "Draw Amount" in the Existing Pooling and Servicing
Agreement is hereby amended to read in its entirety:
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 sum
of (A) the amount by which the aggregate amount distributable to the Class
B-2 Certificateholders pursuant to Sections 5.02(a)(xii) and (xiii) exceeds
the Available Distribution Amount allocable to the Class B-2
Certificateholders and (B) the Class B-2 Liquidation Loss Amount for such
Distribution Date. 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 (A) the aggregate amount distributable to the Class A, Class M and
Class B-1 Certificateholders pursuant to Sections 5.02(a)(i) through (x)
exceeds (B) 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.
(b) The definition of "Class B-2 Liquidation Loss Amount" in the Existing
Pooling and Servicing Agreement is hereby amended to read in its entirety:
CLASS B-2 LIQUIDATION LOSS AMOUNT: With respect to any Distribution
Date 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 Adjusted Certificate Balance, in each case after giving effect to all
distributions of principal made on such Distribution Date.
(c) The definition of "Class A-5 Lockout Pro Rata Distribution Amount" in
the Existing Pooling and Servicing Agreement is hereby amended to read in its
entirety:
Class A-5 LOCKOUT PRO RATA DISTRIBUTION AMOUNT: For any Distribution
Date, an amount equal to the product of (1) the Class A-5 Lockout
Percentage and (2) 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.
(d) Section 5.02(a)(xiii) of the Existing Pooling and Servicing Agreement
is hereby amended to read in its entirety:
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, (D) the portion of any
Draw Amount in respect of the Class B-2 Liquidation Loss Amount and (E) the
Class B Formula Principal Distribution Amount, until the Class B-2
Certificate Balance has been reduced to zero;
Section 2. REFERENCE TO AND EFFECT ON THE EXISTING POOLING AND
SERVICING AGREEMENT.
(a) Except as specifically amended by this Amendment, the Existing Pooling
and Servicing Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
(b) The execution and delivery of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of the Contract Seller and Servicer or
the Trustee under, the Existing Pooling and Servicing Agreement.
(c) This Amendment shall be construed as one with the Existing Pooling and
Servicing Agreement, and the Existing Pooling and Servicing Agreement shall,
where the context requires, be read and construed throughout so as to
incorporate this Amendment.
Section 3. RECORDATION OF AMENDMENT. This Amendment 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.
Section 4. COUNTERPARTS. For the purpose of facilitating the recordation of
this Amendment as herein provided and for other purposes, this Amendment 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 5. GOVERNING LAW. THIS AMENDMENT 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
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THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Contract Seller and Servicer 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.
GREENPOINT CREDIT, LLC,
as Contract Seller and Servicer
By:
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity, but
solely as Trustee
By:
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Name: Xxxxx Xxxxxxx
Title: Vice President
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN DIEGO )
On July , 2001 before me, , Notary Public,
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personally appeared Xxxxxxx X. Xxxx, proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity and that
by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
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Notary Public
My Commission expires
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[Notarial Seal]
STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On this th day of July, 2001, before me, , a
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notary public in and for said State, appeared Xxxxx Xxxxxxx, personally known to
me on the basis of satisfactory evidence to be a Vice President 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.
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Notary Public
My Commission expires
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[Notarial Seal]
