EXHIBIT 4.3.3
FORM OF REFERENCE AGREEMENT
(GRANTOR TRUST/REMIC, FIXED RATE/INTEREST ONLY
CERTIFICATES, MANUFACTURED HOUSING CONTRACTS)
<===============================================================================
GS MORTGAGE SECURITIES CORP.
Depositor
[NAME OF MASTER SERVICER]
Master Servicer
and
[NAME OF TRUSTEE]
Trustee
----------------------------------
REFERENCE AGREEMENT
incorporating by reference
STANDARD TERMS AND CONDITIONS
OF POOLING AND SERVICING
Dated as of , 200__
----------------------------------
Class A and Class B
Conduit Manufactured Housing Contract
Pass-Through Certificates, Series ___
$_____ Class A[-1
$_____ Class A-2]
$_____ Class B
<===============================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I
CONVEYANCE OF TRUST FUND; DESCRIPTION OF THE CERTIFICATES
Section 1.01 Designation......................................1
Section 1.02 Conveyance of Trust Fund; Issuance of
Certificates.....................................1
Section 1.03 Delivery of Documents............................2
Section 1.04 Denominations....................................5
Section 1.05 Principal Balance................................5
Section 1.06 Distributions on the Certificates................5
Section 1.07 Place and Notice for Final Distribution
on Certificates..................................5
Section 1.08 Pass-Through Rate................................5
Section 1.09 Distribution Dates...............................6
Section 1.10 Record Dates.....................................6
Section 1.11 Contracts........................................6
Section 1.12 Forms Generally..................................6
[Section 1.13 Termination at Option of the Depositor...........6
Section 1.14 Substitution.....................................6
Section 1.15 Wire Transfer Eligibility........................7
Section 1.16 Required Rating..................................7
[Section 1.17 REMIC Treatment..................................7
Section 1.18 Performance Bond.................................7
Section 1.19 Warranty and Servicing Agreements................7
Section 1.20 Custodial Agreements.............................7
Section 1.21 Retained Yield; Administrative Fee; Servicing
Compensation.....................................7
Section 1.22 Cut-off Date.....................................7
Section 1.23 Certificate Registrar............................7
Section 1.24 Authenticating Agent.............................8
Section 1.25 Paying Agent.....................................8
[Section 1.26 Limited Guarantor................................8
Section 1.27 Limited Guarantee and Guarantee Amount...........8
Section 1.28 Limited Guarantee Fee............................8
Section 1.29 [Applicability of Certain Provisions of
Standard Terms...................................8
ARTICLE II
DEFINITIONS
APR.................................................................8
Administrative Fee..................................................8
Aggregate Losses....................................................8
Agreement...........................................................9
Authenticating Agent................................................9
Certificate.........................................................9
Certificate Registrar...............................................9
Certificateholder...................................................9
Class A Certificate.................................................9
[Class A-1 Certificate..............................................9
Class A-2 Certificate...............................................9
Class B Certificate.................................................9
Contracts...........................................................9
Contract Schedule...................................................9
Deleted Contract....................................................9
Delivery Date.......................................................9
Denomination........................................................9
Distribution Date...................................................9
Due Date............................................................9
[Notional Amount....................................................9
Optional Termination...............................................10
Optional Termination Date..........................................10
Percentage Interest................................................10
Performance Bond...................................................10
Repurchase Price...................................................10
Required Distribution..............................................10
Required Reserve...................................................10
Reserve Fund.......................................................10
Retained Yield.....................................................10
Senior Interest....................................................10
Single Certificate.................................................10
Subordinated Amount................................................10
Substitute Contract................................................12
Trust Fund.........................................................12
Undivided Interest.................................................12
Voting Rights......................................................12
Whole Class A Certificate..........................................12
ARTICLE III
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
RESERVE FUND
Section 3.01 Certificate Account.............................12
Section 3.02 Distributions...................................13
Section 3.03 [Subordination; Reserve Fund; Priority
of Distribution.................................13
Section 3.04 Monthly Statements to Certificateholders........15
Section 3.05 Statements to Class B Certificateholders........17
ARTICLE IV
OPTIONAL TERMINATION
Section 4.01 Repurchase at the Option of the [Depositor].....17
Section 4.02 Procedure Upon Optional Termination.............18
ARTICLE V
MISCELLANEOUS
Section 5.01 Standard Terms..................................19
Section 5.02 Ratification of Standard Terms..................19
Section 5.03 Amendment.......................................19
Section 5.04 Whole Class A Certificates......................19
Section 5.05 Counterparts....................................20
Section 5.06 Governing Law...................................20
Section 5.07 Recordation of Agreement........................20
Section 5.08 Severability of Provisions......................20
Exhibits
Form of Class A Certificate.......................................A-1
Form of Class B Certificate.......................................B-1
REFERENCE AGREEMENT, dated as of _______ 200__, by and among GS
Mortgage Securities Corp., a Delaware Corporation, as depositor (the
"Depositor"), [____________________], a [_______________] corporation, as
master servicer (the "Master Servicer"), and [________________________], a
______________ corporation, as trustee, (together with its successors in
trust thereunder as provided in the Agreement referred to below, the
"Trustee").
PRELIMINARY STATEMENT
The Depositor has duly authorized the execution and delivery of
this Reference Agreement and the incorporation, to the extent permitted
herein, of the Standard Terms and Provisions of Pooling and Servicing (the
"Standard Terms") attached hereto to provide for the issuance of its
Conduit Manufactured Housing Contract Pass-Through Certificates, Series
____ issued as provided herein and delivered by the Trustee to the
Depositor as provided hereunder. The Reference Agreement, incorporating the
Standard Terms, is sometimes referred to herein as the Agreement. All
references herein to Sections or Articles of the Agreement shall be
construed to mean Sections or Articles of this Reference Agreement or of
the Standard Terms as the Section numbers and context may require and
capitalized terms used herein shall have the meanings ascribed to them in
the Standard Terms or the Reference Agreement. The Depositor is the owner
of the Contracts (as hereinafter defined) and the other property being
conveyed by it to the Trustee as part of the Trust Fund (as hereinafter
defined) and has duly authorized the execution and delivery of this
Agreement to provide for the conveyance to the Trustee of the Trust Fund.
[By the execution and delivery of this Agreement, the Depositor has agreed
that it will elect to treat the Trust Fund as, and that the affairs of the
Trust Fund shall be conducted so as to qualify as, a "real estate mortgage
investment conduit" ("REMIC") pursuant to Section 860D of the Code.] All
covenants and agreements made by the Depositor herein and in the Standard
Terms are for the benefit and security of the Certificateholders. The
Depositor is entering into this Reference Agreement and the Standard Terms,
and the Trustee is accepting the trusts created hereby and thereby, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
CONVEYANCE OF TRUST FUND;
DESCRIPTION OF THE CERTIFICATES
Section 1.01 Designation.
The Certificates shall be designated generally as the Conduit
Manufactured Housing Contract Pass-Through Certificates, Series _______.
Section 1.02 Conveyance of Trust Fund; Issuance of Certificates.
In exchange for the Certificates, the Depositor hereby delivers to
the Trustee, without recourse, for the benefit of all present and future
Holders of the Certificates, all of the Depositor's right, title and
interest (other than with respect to any Retained Yield specified in
Section 11.21) in and to (a) the Contracts listed in Schedule I to this
Agreement, which the Depositor causes to be delivered to the Trustee,
together with the Contract Files relating to the Contracts and the other
property in respect of such Contracts, as specified in Section 2.01, and
the proceeds thereof payable after the Cut-off Date, net of any amounts
payable to the Servicers, the Master Servicer and the Depositor in
accordance with the provisions of the Standard Terms, (b) the Insurance
Policies, if any, relating to the Contracts, (c) property that secured a
Contract and that has been acquired by Repossession, (d) [the Depositor's
rights under the Warranty and Servicing Agreements with respect to the
Contracts, (e)] the Certificate Account and all amounts deposited therein
pursuant to the applicable provisions of the Agreement, net of amounts
payable to the Servicers, the Master Servicer and the Depositor, as
provided in Sections 3.18 and 3.19 and net of any Retained Yield and
Administrative Fee payable to the Depositor, as specified in Sections 3.19
and 11.21 (f) [the Performance Bond and the proceeds thereof, as provided
in Section 3.17, and (g)] all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid property.
The Trustee acknowledges the transfer and assignment to it of the
Contracts and the delivery of the Contract Files to it (or, with respect to
the Contracts subject to a Custodial Agreement, to the respective Custodian
on its behalf) and the other property included in the Trust Fund, all to
the extent provided above and in Section 2.01, and, concurrently with such
delivery, has delivered to or upon the order of the Depositor, in exchange
for the Contracts, Certificates duly authenticated and duly executed by the
Trustee in authorized denominations evidencing the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders
of the Certificates and to perform the duties set forth herein and in the
Standard Terms to the best of its ability, to the end that the interests of
the Holders of the Certificates may be adequately and effectively
protected.
Section 1.03 Delivery of Documents.
In connection with the foregoing conveyance, the creation of the
Trust Fund and the issuance of the Certificates pursuant to Section 11.02
and 2.01, the Depositor hereby delivers to and/or deposits with the Trustee
the following documents, instruments and property related to the
Certificates:
(a) Opinion of Counsel. Opinion(s) of Counsel (in which such
counsel is entitled to rely upon certificates, opinions or representations
as to matters of fact by Authorized Officers of the Depositor or the
Trustee and governmental officials and, as to matters involving the laws of
any state other than the state in which such counsel is admitted to
practice, upon an Opinion of Counsel satisfactory to the Trustee) addressed
to the Trustee to the effect that:
(i) the Depositor has been duly incorporated and is validly
existing as corporation in good standing under the laws of the State
of Delaware, with corporate power to own its properties, to conduct
its business as now conducted by it and to enter into and perform its
obligations under this Agreement;
(ii) assuming due execution and delivery thereof by the
Trustee, this Agreement, as executed and delivered by the Depositor,
is the valid, legal and binding obligation of the Depositor,
enforceable in accordance with its terms, subject to bankruptcy,
reorganization, insolvency and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity;
(iii) the Certificates, assuming that they have been duly
and validly authorized, executed, delivered and issued by the Trustee,
will, when authenticated by the Certificate Registrar pursuant to this
Agreement and delivered to or upon the order of the Depositor, be
valid, legal and binding instruments, entitled to the benefits of this
Agreement;
(iv) immediately prior to the conveyance thereof to the
Trustee, the Depositor had corporate power and authority to convey the
Contracts and other property included in the Trust Fund to the Trustee
pursuant to this Agreement;
(v) such action has been taken with respect to delivery of
possession of the Contracts and other property included in the Trust
Fund on the Delivery Date and with respect to the execution and
delivery of all requisite documents as is necessary to make effective
the conveyance of such property to the Trustee, with either the
details of such action recited therein, or the absence of any such
action being necessary to make such conveyance effective stated
therein;
(vi) the Depositor has effectively conveyed to the Trustee
all of its right, title and interest in and to the Contracts and other
property included in the Trust Fund on the Delivery Date;
(vii) this Agreement is not required to be qualified under
the Trust Indenture Act of 1939; the Trust Fund created by this
Agreement is not required to be registered under the Investment
Company Act of 1940, as amended; the Registration Statement is
effective under the Securities Act of 1933, as amended (the
"Securities Act"), and to the best of such counsel's knowledge, no
stop order suspending such effectiveness has been issued;
(viii) no consent, approval, authorization or order of any
state or federal court or governmental agency or body is required for
the consummation by the Depositor of the transactions contemplated
herein, except such as may be required under the blue sky laws of any
jurisdiction in connection with the acquisition of Certificates and
such other approvals as have been obtained; and
(ix) the issue and sale of the Certificates and the
fulfillment of the terms of this Agreement will not conflict with or
result in a breach or violation of, any term or provision of, or
constitute a default under, the certificate of incorporation or
by-laws of the Depositor, or, to the knowledge of such counsel, any
indenture or other agreement or instrument to which the Depositor is a
party or by which it is bound, or any statute or regulation applicable
to the Depositor or, to the knowledge or such counsel, any order of
any court, regulatory body, administrative agency or governmental body
having jurisdiction over the Depositor.
(b) The Contracts. The Contracts included in the Trust Fund, in
the manner specified in Section 2.01.
(c) Performance Bond. The Performance Bond as specified in
Section 2.01.
(d) Officers' Certificate of Issuer of the Performance Bond. An
Officers' Certificate of the issuer of the Performance Bond to the effect
that the Performance Bond is in full force and effect with respect to the
obligations of the Master Servicer under this Agreement.
(e) Opinion of Counsel for the Issuer of the Performance Bond. An
Opinion of Counsel for the issuer of the Performance Bond (the "issuer")
dated the Delivery Date, to the effect that:
(i) the issuer is duly organized, validly existing under the
laws of the state of its incorporation, is duly qualified to do
business in all jurisdictions where the nature of its operations as
contemplated by the Performance Bond issued by such issuer legally
requires such qualification, and has the power and authority
(corporate and other) to issue, and to take all action required of it
under, such Performance Bond;
(ii) the execution, delivery and performance by the issuer
of the Performance Bond issued by such issuer has been duly authorized
by all necessary corporate action on the part of the issuer, and under
present law does not and will not contravene any law or governmental
regulation or order presently binding on the issuer or the charter or
the by-laws of the issuer or contravene any provision of or constitute
a default under any indenture, contract or other instrument to which
the issuer is a party or by which the issuer is bound;
(iii) the execution, delivery and performance by the issuer
of the Performance Bond issued by such issuer does not require the
consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any federal,
state or other governmental agency or authority that has not
previously been effected; and
(iv) the Performance Bond issued by such issuer has been
duly issued and constitutes a legal, valid and binding agreement of
the issuer, enforceable against the issuer in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally or by general principles of
equity.
(f) Opinion of Counsel to the Master Servicer. An Opinion of
Counsel to the Master Servicer, dated not later than the Delivery Date, to
the effect that:
(i) the Master Servicer is a duly organized and validly
existing corporation in good standing under the laws of the State of
__________; the Master Servicer is duly qualified to do business as a
foreign corporation in and is in good standing under the laws of each
jurisdiction where the nature of its operations contemplated by this
Agreement requires such qualification;
(ii) the Master Servicer has the corporate power and
authority to enter into this Agreement and to consummate the
transactions contemplated thereby; the execution, deliver and
performance of this Agreement have been duly authorized by all
requisite corporate action on the part of the Master Servicer and (i)
do not conflict with or result in, or will not conflict with or result
in a breach of the [certificate] [articles] of incorporation or
by-laws of the Master Servicer, or to such counsel's knowledge, any of
the provisions of any indenture, mortgage, contract or other
instrument to which the Master Servicer is a party or by which it is
bound or (ii) do not result in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms
of any such indenture, mortgage, contract or other instruments; and
(iii) this Agreement constitutes a legal, valid and binding
agreement of the Master Servicer, enforceable against the Master
Servicer in accordance with its terms, subject, as to enforceability,
to applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting creditors' rights generally and to principles of
equity.
Section 1.04 Denominations.
The Certificates will be issued in fully registered form in
minimum Denominations of $_______________ and integral multiples thereof
[and one Certificate may be issued in such Denomination as may be necessary
to represent the remainder of the Principal Balance of the Contracts on the
Cut-off Date.]
Section 1.05 Principal Balance.
The Principal Balance of the Contracts on the Cut-off Date,
exclusive of principal payments due and payable on or before such date, is
$_____.
Section 1.06 Distributions on the Certificates.
On each Distribution Date, the Master Servicer shall make
distributions to the Certificateholders in the amounts and in the manner
specified in Section 13.02 and in the forms of the Certificates.
Section 1.07 Place and Notice for Final Distribution on
Certificates.
(a) The final distribution made on each Certificate on any
Distribution Date shall be distributable upon presentation and surrender
thereof at the office or agency of the Trustee maintained for such purpose
in the Borough of Manhattan, City and State of New York pursuant to Section
5.02.
(b) Notice of final distribution on any Certificate on any
Distribution Date or Optional Termination Date shall be mailed no later
than the tenth day prior to the applicable Distribution Date or Optional
Termination Date.
Section 1.08 Pass-Through Rate.
The Pass-Through Rate is _____%.
Section 1.09 Distribution Dates.
The Distribution Dates for the Certificates are the _______ day of
each month, or, if such day is not a Business Day, the next succeeding
Business Day, commencing __________ ___, 200__.
Section 1.10 Record Dates.
The Record Date for each Distribution Date will be the close of
business on the last day of the month preceding the month in which the
applicable Distribution Date occurs, or if such day is not a Business Day,
the next preceding Business Day.
Section 1.11 Contracts.
The Contracts transferred and assigned to the Trustee by the
Depositor are the Contracts identified in the Contracts Schedule attached
hereto as Schedule I.
Section 1.12 Forms Generally.
The Class A[, Class A-1, Class A-2] and Class B Certificates and
the Certificate Registrar's certificate of authentication shall be in
substantially the forms set forth as Exhibits A[, X-0, X-0] and B hereto,
respectively, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as
may, in the judgment of the Master Servicer, the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange on which any of the Certificates may be listed, or as may,
consistently herewith, be determined by the officers executing such
Certificates, as evidenced by their execution thereof.
The definitive Certificates shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on
which any of the Certificates may be listed, all as determined by the
officers executing such Certificates, as evidenced by their execution
thereof.
[Section 1.13 Termination at Option of the Depositor.
The Depositor may, at its option, repurchase from the Trust Fund
all Contracts remaining outstanding on any Distribution Date on or after
the date on which the Principal Balance of such Contracts is less than
____% of the Principal Balance of the Certificates on the Cut-off Date, in
the manner and at the Repurchase Price [provided in Article IV].]
Section 1.14 Substitution.
The Depositor or the Servicer of a Contract may substitute for
such Contract a Substitute Contract or Contracts pursuant to Section 2.02,
2.04 or 2.08, which substitution shall be accomplished within [three
months] of the Closing Date and in the manner and subject to the conditions
set forth in Section 2.07. [Any funds deposited in the Certificate Account
pursuant to such substitution shall not exceed 1/2 of 1% of the Principal
Balance of the Contracts, after giving effect to such substitution.]
Section 1.15 Wire Transfer Eligibility.
The minimum Denomination eligible for wire transfer on each
Distribution Date is $___________.
Section 1.16 Required Rating.
The Certificates shall have been rated "_____" by
________________________.
[Section 1.17 REMIC Treatment.
The provisions of this Agreement shall be construed so as to carry
out the intention of the parties that the Trust Fund be treated as a REMIC
at all times until the Certificates are retired and this Agreement is
terminated pursuant to Article IV.]
Section 1.18 Performance Bond.
A specimen of the Performance Bond is attached hereto as Exhibit [
]. The Performance Bond has been issued by __ __________, a _________
corporation.
Section 1.19 Warranty and Servicing Agreements.
The Warranty and Servicing Agreements with respect to the
Contracts included in the Trust Fund are listed on Schedule [ ] hereto.
Section 1.20 Custodial Agreements.
The Custodial Agreements with respect to the Contracts included
in the Trust Fund are listed on Schedule [ ] hereto.
Section 1.21 Retained Yield; Administrative Fee; Servicing
Compensation.
On each Distribution Date, the Master Servicer shall remit to the
Depositor, by wire transfer of immediately available funds, from payments
of interest and other collections with respect to interest on the Contracts
deposited in the Certificate Account a Retained Yield equal to __% of the
Principal Balance of each Contract and an Administrative Fee equal to __%
of the Principal Balance of each Contract as provided in Section 3.19. The
Master Servicer shall be entitled to retain an amount in respect of each
interest payment on a Contract equal to the excess of each interest payment
on such Contract over the sum of (i) the Retained Yield, (ii) the
Administrative Fee and (iii) the Pass-Through Rate as provided in Section
3.19, and such other amounts as provided in accordance with the provisions
of the Standard Terms.
Section 1.22 Cut-off Date.
The Cut-off Date is _______, 200_.
Section 1.23 Certificate Registrar.
The Certificate Registrar is the Trustee.
Section 1.24 Authenticating Agent.
The Authenticating Agent is the Trustee.
Section 1.25 Paying Agent.
The Paying Agent is the Master Servicer.
[Section 1.26 Limited Guarantor.
The Limited Guarantor is ____________.
Section 1.27 Limited Guarantee and Guarantee Amount.
[Relevant description and amounts to be provided.]
Section 1.28 Limited Guarantee Fee.
The Limited Guarantee Fee is ________________.]
Section 1.29 [Applicability of Certain Provisions of Standard Terms.
The provisions of Sections 2.03(b), 3.13 with respect to the Pool
Insurance Policy, 3.14 with respect to the Special Hazard Insurance Policy,
3.23 and 3.24 of the Standard Terms shall not apply to the Certificates.]
ARTICLE II
DEFINITIONS
Article One of the Standard Terms provides that the meaning of certain
defined terms used in this Agreement shall, when applied to a particular
Series of Certificates, be as defined herein. With respect to the
Certificates, the following definitions shall apply:
APR: The annualized percentage rate of interest on a Contract.
Administrative Fee: The percentage rate per annum of the
Principal Balance from time to time of each Contract that is payable to the
Depositor out of each interest payment on a Contract as compensation for
the performance of duties related to the administration of the Trust Fund,
which percentage is set forth in Article I.
Aggregate Losses: For any given period, the aggregate amount of
delinquencies, losses and other deficiencies in the amount due to the Class
A Certificateholders paid or borne by the Class B Certificateholders
("payment deficiencies") during such period, whether by way of withdrawal
from the Reserve Fund, reduction in amounts otherwise distributable to the
Class B Certificateholders on any Distribution Date or otherwise, less the
aggregate amount of previous payment deficiencies recovered by the Trust
Fund during such period in respect of the Contracts giving rise to previous
payment deficiencies, including without limitation such recoveries
resulting from the receipt of delinquent principal and/or interest
payments, Liquidation Proceeds and insurance proceeds (net, in each case,
of the Retained Yield, unpaid Servicing Fees, foreclosure costs and other
servicing costs, expenses and advances relating to such Contracts).
Agreement: The Standard Terms and Provisions of Pooling and
Servicing together with this Reference Agreement, and all amendments and
supplements hereto.
Authenticating Agent: The authenticating agent specified in
Section 1.24.
Certificate: Any one of the Class A Certificates, [Class A-1
Certificates, Class A-2 Certificates,] or the Class B Certificates executed
by or on behalf of the Depositor and authenticated by or on behalf of the
Trustee in substantially the forms set forth in Exhibits A[, X-0, X-0] and
B hereto, respectively.
Certificate Registrar: The registrar appointed and identified in
Section 1.23.
Certificateholder: The registered holder of a Certificate.
Class A Certificate: Any one of the Class A-[1 Certificates,
Class A-2 Certificates] or Whole Class A Certificates.
[Class A-1 Certificate: A Certificate designated as a Class A-1
Certificate in substantially the form set forth as Exhibit A-1 hereto.
Class A-2 Certificate: A Certificate designated as a Class A-2
Certificate in substantially the form set forth as Exhibit A-2 hereto.]
Class B Certificate: A Certificate designated as a Class B
Certificate in substantially the form set forth as Exhibit B hereto.
Contracts: The Contracts listed on the Contract Schedule attached
hereto.
Contract Schedule: The list of Contracts transferred on the
Delivery Date to the Trustee as part of the Trust Fund for the
Certificates, which list is attached hereto as Schedule I.
Deleted Contract: A Contract replaced or to be replaced by a
Substitute Contract.
Delivery Date: _______________, 200_.
Denomination: For each Certificate, the amount designated as such
on the face thereof; the aggregate of the denominations of the Class A[-1]
Certificates and Class B Certificates being equal to the aggregate
Principal Balances of the Contracts on the Cut-off Date, exclusive of
principal payments due and payable on or before such date. [The
Denominations of the Class A-2 Certificates shall be their Notional
Amounts; the aggregate Notional Amount for the Class A-2 Certificates for
any month will be equal to the aggregate unpaid principal amount of the
Class A-1 Certificates.]
Distribution Date: The ___ day of each month, or if such day is
not a Business Day, the Business Day immediately following such day,
commencing _______, 200_.
Due Date: The first day of the month in which the related
Distribution Date occurs.
[Notional Amount: With respect to the Class A-2 Certificates,
their Denominations. The Notional Amount is used solely for the purpose of
determining interest payments and certain other rights of the Class A-2
Certificateholders, and will be equal to the aggregate unpaid principal
amount on the Class A Certificates as of the date of determination. The
original Notional Amount of a Class A-2 Certificate will be set forth in
the form of such Certificate. The Notional Amount does not represent any
interest in principal payments on the Contracts.]
Optional Termination: The repurchase of the Contracts by the
Depositor pursuant to Section 4.01.
Optional Termination Date: The Distribution Date fixed by the
Depositor for the repurchase of the Contracts pursuant to Article IV.
Percentage Interest: With respect to a Class A[-1 or Class A-2
Certificate], the undivided percentage interest obtained by dividing the
Denomination of such Certificate by the aggregate Denominations of all
Certificates of the related Class.
Performance Bond: The performance letter issued by [ ], a
specimen of which is attached hereto as Exhibit [ ].
Repurchase Price: The price, calculated as set forth in Section
4.01, to be paid by the Depositor in connection with the repurchase of the
Contracts pursuant to an Optional Termination.
Required Distribution: With respect to the Class A Certificates,
the amount described as the "Required Distribution" in the form of Class A
Certificate.
Required Reserve: That amount that, together with the then
outstanding aggregate principal amount of the Class B Certificates, equals
the Subordinated Amount at the time of determination.
Notwithstanding the foregoing, the Required Reserve may be
reduced from time to time to such amount as shall be approved by the Rating
Agencies in letters delivered by the Master Servicer to the Trustee and as
shall not result in a lowering or withdrawal of the current ratings on the
Class A Certificates.
Reserve Fund: The fund established and maintained pursuant to
Section 3.03 hereof.
Retained Yield: The percentage rate per annum of the principal
balance from time to time of each Contract that is retained by the
Depositor and payable out of each interest payment on a Contract, which
percentage is set forth in Article I and in the Contract Schedule.
Senior Interest: The aggregate undivided interest in the
Contracts evidenced by all Class A Certificates.
Single Certificate: A Certificate issued in a minimum
Denomination of $______.
Subordinated Amount: As of any Determination Date, the
Subordinated Amount shall be the Subordinated Amount as of the preceding
______, minus additions to Aggregate Losses since such date through the
last day of the month preceding such Determination Date and plus the
recovery of prior Aggregate Losses for the same period.
The Subordinated Amount on each respective _____ for purposes of
the preceding clause shall be:
(i) on the Cut-off Date and on each anniversary of the
Cut-off Date until ________, __% of the initial aggregate Principal
Balance of the Contracts on the Cut-off Date minus Aggregate Losses
since the Cut-off Date through the last day of the month preceding
such anniversary date;
(ii) on ______, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) __% of the
aggregate unpaid Principal Balance of the Contracts outstanding at the
close of business on ______, and (y) __% of the amount, if any, by
which the amount set forth under (A) exceeds the amount computed under
(x);
(iii) on _______, the lesser of (A) the Subordinated Amount
as of the preceding Determination Date, and (B) the sum of (x) ___% of
the aggregate unpaid Principal Balance of the Contracts outstanding at
the close of business on _______, and (y) __% of the amount, if any,
by which the amount set forth under (A) exceeds the amount computed
under (x);
(iv) on ________, the lesser of (A) the Subordinated Amount
as of the preceding Determination Date, and (B) the sum of (x) __% of
the aggregate unpaid Principal Balance of the Contracts outstanding at
the close of business on ________, and (y) __% of the amount, if any,
by which the amount set forth under (A) exceeds the amount computed
under (x);
(v) on _______, the lesser of (A) the Subordinated Amount as
of the preceding Determination Date, and (B) the sum of (x) __% of the
aggregate unpaid Principal Balance of the Contracts outstanding at the
close of business on _______, and (y) __% of the amount, if any, by
which the amount set forth under (A) exceeds the amount computed under
(x); and
(vi) on _______, and on each _______ thereafter, the lesser
of (A) the applicable Subordinated Amount on the preceding _____ minus
Aggregate Losses since such preceding _____ through the preceding
______, and (B) __% of the aggregate unpaid Principal Balance of the
Contracts at the close of business on such current ______; provided,
however, that the amount determined for part (B) of clauses (ii)
through (vi) above shall be not less than the sum of the then
outstanding Principal Balances of the then three largest Contracts at
the beginning of each such period.
Notwithstanding the foregoing, the Subordinated Amount shall be
determined in the manner prescribed in clause (i) of this definition for
each anniversary of the Cut-off Date for the entire term of this Agreement,
unless either (a) the Master Servicer certifies to the Trustee, as of the
_____ anniversary of the Cut-off Date, that for each of the past 12
calendar months as of the Determination Date (or such other date or time
period as may be regularly used by the Master Servicer for delinquency
reporting purposes in its ordinary course of business) not more than __% of
the Contracts (determined by aggregate principal balances) have been
delinquent for 60 days or more, or (b) the Depositor provides the Trustee
with a letter from the Rating Agencies stating that the application of the
other portions of this definition is satisfactory to the Rating Agencies in
respect of manufactured housing pass-through certificates rated by the
Rating Agency in one of its two highest rating categories.
Substitute Contract: A Contract substituted by the Depositor or
the related Servicer for a Deleted Contract which must, on the date of such
substitution, (i) have an outstanding Principal Balance, after deduction of
the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Contract
for a Deleted Contract, an aggregate Principal Balance), not in excess of
the Principal Balance of the Deleted Contract [and not less than __% of
Principal Balance of the Deleted Contract] (the amount of any shortage will
be deposited by the Depositor or the Servicer in the Certificate Account
and distributed by the Master Servicer to Certificateholders in the month
of substitution); (ii) have an APR not less than the APR of the Deleted
Contract but not greater than __% in excess of the APR of the Deleted
Contract; (iii) have a remaining term to maturity not greater than ___
years and not more than ___ years less than the remaining term of the
Deleted Contract; and (iv) comply with each representation and warranty set
forth in Section 2.04 or in the related Warranty Servicing Agreement.
Trust Fund: The corpus of the trust created by this Agreement
consisting of (i) the Contracts described in the Contract Schedule,
exclusive of the Retained Yield, (ii) all distributions thereon payable
after the Cut-off Date, other than as provided herein, (iii) property that
secured a Contract and has been acquired by Repossession, (iv) amounts
remitted from time to time to the Master Servicer and held from time to
time by the Master Servicer in the Certificate Account, net of the amounts
payable to the Master Servicer, as provided in this Agreement, (v) the
rights of the Certificateholders in the Primary Credit Insurance Policies
and any other insurance policies with respect to the Contracts, (vi) the
rights of the Certificateholders in the Performance Bond and the proceeds
thereof and (vii) the Depositor's rights under the Warranty and Servicing
Agreements with respect to the Contracts included in the Trust Fund. The
Reserve Fund is not, and will not under any circumstances be deemed to be,
included in the Trust Fund.
Undivided Interest: The undivided interest in the Trust Fund
evidenced by a Whole Class A Certificate or a Class B Certificate, or in
the case of a Class A Certificate other than a Whole Class A Certificate,
the undivided interest evidenced by like Percentage Interests of a Class
A[-1 and a Class A-2 Certificate], as if such Certificates were combined.
Voting Rights: As to any Certificate of any Class, the portion of
the aggregate voting rights of such Class evidenced by such Certificate
which is obtained by dividing the Denomination of such Certificate by the
aggregate Denominations of all Certificates of such Class.
Whole Class A Certificate: Any Class A Certificate that has been
issued upon combination of one or more Class A-1 Certificates and one or
more Class A-2 Certificates pursuant to Section 15.04 hereof, in
substantially the form set forth in Exhibit A hereto.
ARTICLE III
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; RESERVE FUND
Section 3.01 Certificate Account.
The Master Servicer shall, prior to the Delivery Date, establish
and maintain, in the name of the Trustee on behalf of the
Certificateholders the Certificate Account, into which the Master Servicer
shall deposit not later than each Distribution Date, the amounts specified
in Section 3.08 and any amounts withdrawn from the Reserve Fund and
deposited in the Certificate Account, as provided in Section 3.03. All
distributions to be made from time to time to the Certificateholders out of
funds in the Certificate Account shall be made by the Master Servicer.
Section 3.02 Distributions.
Subject to Section 4.02 hereof respecting the final distribution,
on each Distribution Date the Master Servicer shall distribute from the
Certificate Account to each Certificateholder of record on the related
Record Date, the amount to be distributed to such Certificateholder
pursuant to the respective Certificate or Certificates held by such
Certificateholder, and in accordance with the provisions of Section 3.03.
Such distribution shall be made by check mailed on the Distribution Date to
the address of each Certificateholder appearing in the Certificate
Register, except that, with respect to any Holder eligible for wire
transfer, as provided in Section 1.15, distributions shall be made on the
Distribution Date by wire transfer in immediately available funds, provided
that such Certificateholder, not less than two Business Days prior to the
related Distribution Date, shall have furnished the Master Servicer with
appropriate wiring instructions. Distributions may also be made by such
other means of payment as to which each Certificateholder and the Master
Servicer shall agree.
Section 3.03 [Subordination; Reserve Fund; Priority of
Distribution.
(a) The rights of the Class B Certificateholders to receive
distributions with respect to principal of the Class B Certificates on any
Distribution Date shall be subordinated to the rights of the Class A
Certificateholders to receive distributions in respect of the Class A
Certificates to the extent, and only to the extent, of the Subordinated
Amount as of the immediately preceding Determination Date, all in
accordance with the terms of the Class A Certificates and this Agreement.
The right of the Master Servicer to retain or to receive funds from the
Certificate Account in accordance with Section 3.12 for its Servicing Fee
on each Contract, assumption or substitution fees, late payment charges and
other obligor charges, reimbursement of Monthly Advances and expenses or
otherwise, shall not be subordinated to the rights of the Class A
Certificateholders or the Class B Certificateholders. In addition, the
Depositor's right to the Retained Yield and the Administrative Fee shall
not be subordinated to the rights of the Class A Certificateholders or
Class B Certificateholders.
(b) The Depositor shall establish and maintain with the Trustee a
separate investment account (the "Reserve Fund"). All amounts shall be
deposited into and withdrawn from the Reserve Fund in accordance with this
Section. The Reserve Fund is not, and will not under any circumstances be
deemed to be, included in the Trust Fund.
(c) The initial Holders of the Class B Certificates grant, and
any future Holders of the Class B Certificates shall be deemed to have
granted, to the Trustee, for the exclusive benefit of the Class A
Certificateholders, a valid and perfected first priority security interest
under the Uniform Commercial Code as in effect from time to time in the
State of [________________] (the "UCC") in and to all of their right, title
and interest in and to the Reserve Fund, the amounts deposited therein (or
theretofore deposited into the Certificate Account and required pursuant to
this Agreement to be deposited in the Reserve Fund) and all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing into cash,
instruments, securities or other property; provided, however, that all
income from the investment of funds in the Reserve Fund shall be excluded
from such grant and security interest. This grant is made in trust,
pursuant to a trust agreement (the "Reserve Fund Trust Agreement") attached
hereto as Exhibit D, to secure the Class A Certificates equally and ratably
and to secure the obligations of the Class B Certificateholders pursuant to
the Class B Certificates.
(d) The Trustee acknowledges this grant and accepts the trust
under this Section 3.03 in accordance with the provisions hereof.
(e) The Master Servicer, on behalf of the Depositor, will cause a
valid and perfected first priority security interest under the UCC to be
maintained in the Reserve Fund, the amount deposited therein and the
investments thereof (other than any income from the investment of funds in
the Reserve Fund) in order to secure the full and timely performance with
respect to the subordination of the Class B Certificates pursuant to this
Section 3.03.
(f) All principal distributions allocable to Class B
Certificateholders and not distributed to Class A Certificateholders
pursuant to Section 3.03(a) hereof shall be paid into the Reserve Fund
until the Reserve Fund has reached the Required Reserve. Thereafter, such
distributions shall be paid to Class B Certificateholders, except that, if
the amount of the Reserve Fund, after distribution to the Class A
Certificateholders on any Distribution Date, is less than the Required
Reserve on such Distribution Date, the Master Servicer shall withhold from
the amounts otherwise distributable to the Class B Certificateholders all
amounts due on account of principal (or such lesser amounts as may be
required to restore the amount of the Reserve Fund to the Required Reserve)
and deposit these amounts in the Reserve Fund. If at any time, the balance
of the Reserve Fund is reduced to zero, distributions of principal and
interest otherwise allocable to the Class B Certificateholders will be
retained until the Reserve Fund balance reaches an amount equal to the
Required Reserve.
(g) If the amount of the Reserve Fund, after taking into account
the distributions to the Class A Certificateholders on any Distribution
Date, is greater than the Required Reserve on that Distribution Date, the
Master Servicer will distribute the amount of the excess to the Class B
Certificateholders on a pro rata basis according to their ownership of the
Class B Certificates. Amounts properly distributed by the Master Servicer
to the Class B Certificateholders pursuant to this Section 3.03 shall be
released from the security interest established by this Section 3.03, and
the Class B Certificateholders will not be required to refund any such
distributed amounts.
(h) Amounts held in the Reserve Fund from time to time shall
continue to be the property of the Class B Certificateholders until
withdrawn from the Reserve Fund pursuant to Section 3.03(i) hereof. Amounts
held in the Reserve Fund shall be invested for the benefit of the Class B
Certificateholders in one or more Eligible Investments, in the manner set
forth in the Reserve Fund Trust Agreement, in the name of the Trustee, as
trustee, in accordance with written instructions from the Master Servicer
unless other written instructions are submitted by the Holders of Class B
Certificates evidencing Voting Rights aggregating not less than 51% of the
Voting Rights evidenced by all of the Class B Certificates, or their
designee. Any investment earnings on funds in the Reserve Fund shall be
held by the Trustee for the benefit of the Class B Certificateholders in
accordance with their respective interests therein and will not be subject
to any claims or rights of the Class A Certificateholders. The Master
Servicer shall distribute to the Class B Certificateholders their share of
all earnings not invested in unmatured Eligible Investments on any
Distribution Date. Realized losses, if any, on amounts invested pursuant to
this Section 3.03(h) shall first be credited against undistributed
investment earnings on amounts invested pursuant to this Section 3.03(h),
and shall thereafter be deemed to reduce the amount on deposit in the
Reserve Fund. The Trustee shall in no way be liable for losses incurred in
respect of such investments.
(i) If, on any Distribution Date immediately following a
Determination Date on which the Subordinated Amount was more than zero, the
amount of the distribution to Class A Certificateholders, after taking into
account any Monthly Advance to be made by the Master Servicer with respect
to such Distribution Date, and after giving effect to the distribution to
Class A Certificateholders of amounts otherwise allocable to Class B
Certificateholders on such Distribution Date and amounts in the Certificate
Account being held for future distribution, but before giving effect to any
amount withdrawn from the Reserve Fund, is less than the Required
Distribution on such date, the Master Servicer shall withdraw from the
Reserve Fund and deposit into the Certificate Account the lesser of (a) the
entire amount on deposit in the Reserve Fund; or (b) the amount necessary
to make up such shortage. However, in no event will any amount representing
investment earnings on amounts held in the Reserve Fund be transferred into
the Certificate Account or otherwise used in any manner for the benefit of
the Class A Certificateholders. Amounts so transferred to the Certificate
Account will be withdrawn pursuant to Section 3.12 of the Standard Terms,
and will be applied in the following order:
(i) to the reimbursement of the Master Servicer for Advances
determined by the Master Servicer to be otherwise nonrecoverable
pursuant to Section 3.12(vii), if sufficient funds for such
reimbursement are not otherwise available in the Certificate Account;
(ii) to the payment to the Class A Certificateholders of
amounts distributable to them on such Distribution Date for scheduled
payments of principal and interest due on the Contracts on the related
Due Date;
(iii) to the payment to the Class A Certificateholders of
the Principal Balance of Contracts repurchased, liquidated or
repossessed during the calendar month preceding the month of the
Distribution Date and interest thereon at the Pass-Through Rate, as
provided in the form of Class A Certificate; and
(iv) to any other permitted application of funds in the
Certificate Account.
The Reserve Fund will terminate when the Subordinated Amount has
been reduced to zero or upon termination of this Agreement pursuant to
Section 4.01 hereof. Upon termination, all amounts remaining in the Reserve
Fund shall be distributed to the Class B Certificateholders in accordance
with their pro rata ownership thereof, and such amounts will not be subject
to any claims or rights of the Class A Certificateholders.]
Section 3.04 Monthly Statements to Certificateholders.
Prior or concurrently with each distribution from the Certificate
Account to the Class A Certificateholders made on a Distribution Date, the
Master Servicer shall cause to be forwarded by mail to each
Certificateholder and to the Trustee a statement setting forth:
(i) the amount of such distribution with respect to each
Class of Certificates;
(ii) the amount of such distribution allocable to principal
on the Contracts, separately identifying the aggregate amount of any
Principal Prepayments included therein;
(iii) the amount of such distribution allocable to interest
on the Contracts;
(iv) the aggregate amount of any Advances by the Servicers
and the Master Servicer included in the amounts actually distributed
to the Class A Certificateholders on the preceding Distribution Date;
(v) the amount of any withdrawal from the Reserve Fund
pursuant to Section 3.03(i) or Section 4.01 included in the amounts
actually distributed to the Class A Certificateholders on the
preceding Distribution Date;
(vi) the amount of servicing compensation received by the
Servicers and the Master Servicer with respect to the monthly period
preceding the related Distribution Date and such other customary
information as the Master Servicer deems necessary or desirable to
enable Certificateholders to prepare their tax returns;
(vii) the amount of Retained Yield and the Administrative
Fee paid to the Depositor;
(viii) the aggregate Principal Balance of the Contracts as
of the close of business on a date not earlier than the Due Date,
after giving effect to payments allocated to principal reported under
(ii) above;
(ix) the number and aggregate Principal Balance of Contracts
(1) more than 30 days delinquent, (2) more than 60 days delinquent,
and (3) in foreclosure, as of the close of business on a date not
earlier than the Due Date;
(x) the book value of any collateral acquired through
Repossession as of the close of business on a date not earlier than
the Due Date;
(xi) the Subordinated Amount as of a date not earlier than
the Due Date, expressed as a dollar amount and as a percentage of the
aggregate Principal Balance of the Contracts reported under (ix)
above; and
(xii) the amount remaining in the Reserve Fund on the
Distribution Date after any withdrawal reported under (v) above.
In the case of information furnished pursuant to clauses (ii)
through (vii) above, the amounts shall be expressed as a dollar amount per
Single Certificate.
Upon reasonable advance notice in writing, the Master Servicer
shall provide to each Class A Certificateholder that is a savings and loan
association, bank or insurance company certain reports and access to
information and documentation regarding the Contracts sufficient to permit
such Class A Certificateholders to comply with applicable regulations of
the Federal Home Loan Bank Board or other regulatory authorities with
respect to their investment in the Class A Certificates; provided, however,
that the Master Servicer shall be entitled to be reimbursed by each such
Class A Certificateholder for the actual expenses incurred by the Master
Servicer in providing such reports and access.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (ii) through (vii) of this
Section 3.04 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation
of the Master Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code as from time to time in
effect.
Section 3.05 Statements to Class B Certificateholders.
On each Distribution Date the Master Servicer shall forward to
each Class B Certificateholder and to the Trustee a copy of the report
forwarded to the Class A Certificateholders on such Distribution Date and a
statement setting forth the amounts actually distributed to such Class B
Certificateholder on such Distribution Date and the amounts withheld and
placed in the Reserve Fund on such Distribution Date, together with such
other information as the Master Servicer deems necessary or appropriate.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish to each Person who at any time during the
calendar year was a Class B Certificateholder a statement containing the
information provided pursuant to this Section 3.05 aggregated for such
calendar year or applicable portion thereof during which such Person was a
Class B Certificateholder. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code, as from time to time in force.
ARTICLE IV
OPTIONAL TERMINATION
Section 4.01 Repurchase at the Option of the [Depositor].
To the extent specified in Article I, the Contracts included in
the Trust Fund shall be subject to repurchase at the option of the
[Depositor] as permitted herein on any Optional Termination Date at the
Repurchase Price specified herein.
[The Repurchase Price for any such Optional Termination shall be
equal to the lesser of (a) the aggregate Principal Balance of the Contracts
as of the date of repurchase, together with accrued and unpaid interest
thereon at the Pass-Through Rate through the last day of the month of such
repurchase, plus the Appraised Value of any property acquired in respect
thereof, or (b) the fair market value of the Contracts (as specified
below).
For purposes of this Section 4.01, the fair market value of the
Contracts shall be deemed to be the aggregate market value of the
Certificates (determined, in the event that the Certificates are traded in
the over-the- counter securities market, by the most recent bid price for
the Certificates in such market, or, in the event that the Certificates are
traded on a securities exchange, by the average closing sale price for the
Certificates on such exchange for the last five trading days of such
exchange immediately preceding such repurchase or, in the event that the
Certificates are not so traded, on the basis of current prices of
securities as determined by the latest bids made by two dealers making a
market in securities deemed by the Depositor and the Trustee to be most
comparable to the Certificates), plus accrued interest at the Pass-Through
Rate through the last day of the month of repurchase. The right of the
Depositor to repurchase the Contracts is conditioned upon the Depositor's
having previously given notice of termination as required by Section 4.02.]
Section 4.02 Procedure Upon Optional Termination.
(a) In case of any Optional Termination pursuant to Section 4.01,
the [Depositor] shall, at least 20 days prior to the Optional Termination
Date (unless a shorter period shall be satisfactory to the Trustee and the
Master Servicer), notify the Trustee and the Master Servicer of such
Optional Termination Date and of the Repurchase Price of the Contracts to
be purchased.
(b) Any repurchase by the [Depositor] of the Contracts shall be
made on the Optional Termination Date by deposit of the Repurchase Price
into the Certificate Account on or before the Distribution Date on which
such repurchase is effected. Upon receipt by the Trustee of an Officer's
Certificate of the Master Servicer certifying as to the deposit of the
Repurchase Price into the Certificate Account, the Trustee and each
co-trustee and separate trustee, if any, then acting as such under this
Agreement, shall, upon the request of the [Depositor] and at the expense of
the [Depositor], execute and deliver all such instruments of transfer or
assignment, in each case without recourse, as shall be reasonably requested
by the [Depositor] to vest title in the Contracts so repurchased to the
[Depositor] and shall transfer or deliver or shall cause the applicable
Custodian to transfer or deliver to the [Depositor] or its designee the
repurchased Contracts. Any distributions on the Contracts received by the
Trustee or the Master Servicer subsequent to the Optional Termination Date
shall be promptly remitted by it to the [Depositor].
(c) Notice of any Optional Termination pursuant to the provisions
of this Article IV, specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Master Servicer
by first class mail to Holders of the Certificates mailed no earlier than
the 15th day and not later than the tenth day preceding the Optional
Termination Date. Such notice shall specify (A) the Distribution Date upon
which final distribution on the Certificates will be made upon presentation
and surrender of the Certificates at the office or agency of the Master
Servicer therein designated, (B) the amount of such final distribution and
(C) that the Record Date otherwise applicable to such Distribution Date is
not applicable, such distribution being made only upon presentation and
surrender of the Certificates at the office or agency of the Master
Servicer maintained for such purposes (the address of which shall be set
forth in such notice). The Master Servicer shall give such notice to the
Certificate Registrar at the time such notice is given to Holders of the
Certificates. Upon deposit in the Certificate Account on the applicable
Distribution Date of an amount equal to the Repurchase Price pursuant to
Section 4.01 and presentation and surrender of the Certificates, the Master
Servicer shall cause to be distributed to the Holders of Certificates an
amount equal to the Repurchase Price. Payments received by the Master
Servicer with respect to the Contracts in excess of the Repurchase Price,
after giving effect to any amounts to be retained or distributed by it
pursuant to Section 3.12, and all funds, if any, remaining in the Reserve
Fund after allocation of funds to Holders of Certificates, shall be
promptly remitted by the Master Servicer to the [Depositor].
ARTICLE V
MISCELLANEOUS
Section 5.01 Standard Terms.
The Standard Terms attached hereto is hereby incorporated herein
by reference, to the extent specified herein, and hereby forms a part of
this instrument with the same force and effect as if set forth in full
herein. In the event that any term or provision contained herein shall
conflict or be inconsistent with any term or provision contained in the
Standard Terms, the terms and provisions of this Reference Agreement shall
govern.
Section 5.02 Ratification of Standard Terms.
As incorporated by reference into this Reference Agreement, the
Standard Terms is in all respects ratified and confirmed, and the Standard
Terms and this Reference Agreement shall be read, taken and construed as
one and the same instrument.
Section 5.03 Amendment.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the
Holders of Certificates aggregating not less than 66% of the interest in
the Trust Fund evidenced by each Class of Certificates for the purpose of
adding any provisions to or changing in any manner or eliminating any of
the provisions of this Agreement or of modifying in any manner the rights
of the Holders of the Certificates; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, delay the timing
of, or change the manner in which payments received on the Contracts are
required to be distributed with respect to any Certificate, without the
consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of the Certificates, of any
Class in a manner other than as described in (i) above without the consent
of the Holders of Certificates of such Class evidencing Voting Rights
aggregating not less than ___% of the Voting Rights evidenced by all
Certificates of such Class or (iii) reduce the aforesaid percentage of the
Certificates of any Class, the Holders of which are required to consent to
any such amendment without the consent of the Holders of all Certificates
of such Class affected thereby then Outstanding.
Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
Section 5.04 Whole Class A Certificates.
In addition to the provisions for registration of transfer and
exchange of Certificates in Section 5.02 of the Standard Terms, like
Percentage Interests of Class A-1 Certificates and Class A-2 Certificates
may be exchanged for one or more Whole Class A Certificates having an
undivided interest determined by the matching Percentage Interests of the
Class A-1 Certificates and Class A-2 Certificates so exchanged, upon
surrender of such Certificates to be exchanged in accordance with Section
5.02 of the Standard Terms. For purposes of subclause (ii) of the proviso
to Section 5.03, Whole Class A Certificates shall be treated as if they
were not so exchanged.
Section 5.05 Counterparts.
For the purpose of facilitating the recordation of this Reference
Agreement as herein provided and for other purposes, this Reference
Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.
Section 5.06 Governing Law.
This Reference Agreement shall be construed in accordance with
and governed by the substantive laws of the State of [______________]
applicable to a greements made and to be performed in the State of
[_________________] and the obligations, rights and remedies of the parties
hereto and the Certificateholders shall be determined in accordance with
such laws.
Section 5.07 Recordation of Agreement.
This Reference Agreement is subject to recordation in all
appropriate public offices for records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to
the Manufactured Homes are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Depositor, or upon direction by the
Trustee, but only upon direction by the Trustee accompanied by an Opinion
of Counsel to the effect that such recordation materially and beneficially
affects the interests of Certificateholders.
Section 5.08 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Reference Agreement or of the Certificates or
the rights of the Holders thereof.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized and their respective seals, duly
attested, to be hereunto affixed, all as of the day and year first above
written.
GS Mortgage Securities Corp. ,
as Depositor
By____________________________ [SEAL]
ATTEST:
[NAME OF TRUSTEE],
as Trustee
By____________________________ [SEAL]
ATTEST:
[NAME OF MASTER SERVICER],
as Master Servicer
By____________________________ [SEAL]
ATTEST:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this _____ day of __________________, 20__, before me
personally appeared ___________, to me known, who being by me duly sworn,
did depose and say that he resides at ________________, that he is the
_________________ of [ ], one of the corporations described in and which
executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation; and
that he signed his name thereto by like order.
--------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ______ day of ________________, before me personally
appeared _________________, to me known, who being by me duly sworn, did
depose and say, that he resides at ______________, that he is the
____________________ of ______________, the corporation described in and
which executed the above instrument; that he knows the seal of said banking
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
banking corporation; and that he signed his name thereto by like order.
--------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ______ day of ________________, before me personally
appeared _________________, to me known, who being by me duly sworn, did
depose and say, that he resides at ______________, that he is the
____________________ of [Name of Master Servicer], one of the corporations
described in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.
--------------------------
Notary Public
[NOTARIAL SEAL]
Exhibit A
(Form of Face of Class A - __ Certificate)
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS A-___, SERIES ___
Evidencing an undivided Percentage Interest in the Class A-__
Distribution Amount from a trust, consisting of certain manufactured
housing conditional sales contracts and installment loan agreements
transferred by [ ]
-------------------
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF [ ] OR
OF ANY OF ITS AFFILIATES EXCEPT AS SET FORTH HEREIN AND IN THE AGREEMENT.
[THE AGGREGATE NOTIONAL AMOUNT OF THE CLASS A-2 CERTIFICATES IS EQUAL TO
THE UNPAID PRINCIPAL AMOUNT OF THE CLASS A-1 CERTIFICATES, BUT IS USED
SOLELY FOR PURPOSES OF DETERMINING INTEREST PAYMENTS AND CERTAIN OTHER
RIGHTS AND OBLIGATIONS OF HOLDERS OF CLASS A-2 CERTIFICATES AND DOES NOT
REPRESENT ANY INTEREST IN PRINCIPAL PAYMENTS OF THE CONTRACTS].
-------------------
[The following information is provided solely for purposes of applying
federal income tax original issue discount ("OID") rules to this
instrument:
OID:______%
ISSUE DATE:___________________, 20__
YIELD (ASSUMING NO PREPAYMENTS):______%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD: ______%
CUSIP:_____________
ISSUE PRICE: _____%]
No. _________________________ Denomination $__________
Aggregate Denom-
inations of all
Class A-__ Cer-
tificates $__________
First Distribution Final Scheduled
Date:___________, 20__ Distribution Date: _______
THIS CERTIFIES THAT ________ is the registered owner of the
undivided Percentage Interest obtained by dividing the Denomination of this
Certificate specified above by the aggregate Denominations of all Class
A-__ Certificates specified above in each Class A-__ Distribution Amount
from the Trust Fund referred to below consisting of certain manufactured
housing conditional sales contracts and installment loan agreements (the
"Contracts") sold to the Trust by the [ ] (the "Depositor"), exclusive of a
portion of the interest payable on each Contract, the ownership of which
has been retained by the Depositor (the "Retained Yield"), and certain
related property transferred to the Trust by the Depositor. The Trust Fund
was created pursuant to the Standard Terms and Provisions of Pooling and
Servicing dated as of _____, 20__ (the "Standard Terms") and the Reference
Agreement dated as of ______, 20__ (the "Reference Agreement" and, together
with the Standard Terms, the "Agreement"), each among the Depositor,
_____________, as master servicer (the "Master Servicer") and,
____________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereinbelow. The aggregate
Principal Balance of the Contracts included in the Trust Fund as of
_______, 20__ (the "Cut-off Date"), exclusive of payments due on or before
such date, was $__________. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate and the Agreement set forth on the reverse hereof, which
provisions shall for all purposes have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this certificate to be
duly executed under its corporate seal.
Date:
[Seal] [NAME OF TRUSTEE],
as Trustee
By______________________
[Title]
Attest
___________________________
Authorized Officer of
[Name of Trustee]
[Form of Certificate of Authentication]
THIS IS ONE OF THE CLASS A-__ CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT
[__________________________]
REGISTRAR
BY ________________________
AUTHORIZED OFFICER
(Form of Reverse of Class A-___ Certificate)
[ ]
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS A-___, SERIES ___
This Certificate is one of a duly authorized issue of
Certificates of [ ] designated as its Conduit Manufactured Housing Contract
Pass-Through Certificates, Class A-___, Series ___ (the "Class A-___
Certificates") issued under and subject to the terms, provisions and
conditions of the Agreement. Also issued under the Agreement are
Certificates designated as Conduit Manufactured Housing Contract
Pass-Through Certificates, Class A-___, Series ___ (the "Class A-___
Certificates" and, together with the Class A-___ Certificates, the "Class A
Certificates"), and Certificates designated as Conduit Manufactured Housing
Contract Pass-Through Certificates, Class B, Series ___ (the "Class B
Certificates") which are subordinated in right of payment to the Class A
Certificates to the extent of [the Subordinated Amount,] as described
herein and in the Agreement. (The Class A Certificates and the Class B
Certificates are hereinafter collectively referred to as the
"Certificates.") The aggregate Undivided Interest evidenced by all Class A
Certificates is ___% and the aggregate Undivided Interest evidenced by all
Class B Certificates is ___%. Reference is hereby made to the Agreement for
a statement of the respective rights thereunder of the Depositor, the
Master Servicer, the Trustee and the Holders of the Certificates and the
terms upon which the Certificates are authenticated and delivered.
This Certificate represents the Percentage Interest obtained by
dividing the Denomination set forth on the face hereof by the aggregate
Denominations of all Class A-___ Certificates in each Class A-___
Distribution Amount from (i) the Contracts and the proceeds thereof payable
after the Cut-off Date, net of any amounts payable to the Depositor, the
Master Servicer and the Servicers in accordance with the provisions of the
Agreement, (ii) the Certificate Account and all amounts deposited therein
pursuant to the applicable provisions of the Agreement, net of the Retained
Yield, the Administrative Fee and amounts payable to the Servicers, the
Master Servicer and the Depositor, as provided in the Agreement, (iii)
property acquired by repossession or otherwise with respect to the
Contracts and (iv) the interest of the Certificateholders in the
Performance Bond, [Alternative Credit Support,] and all proceeds thereof as
provided in the Agreement (such Contracts, funds, property and interests
are herein collectively called the "Trust Fund").
The Master Servicer shall distribute on the ___ day of each month
or, if such ___ day is not a Business Day, the Business Day immediately
following such ___ day (the "Distribution Date"), commencing ____________,
20__, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), an amount
equal to the product of the Percentage Interest evidenced by this Class
A-___ Certificate and the Class A- ___ Distribution Amount. The Class A-___
Distribution Amount on any Distribution Date shall be an amount equal to
___% of the portion of the Required Distribution that is allocable to
principal that is distributable with respect to the Senior Interest as
defined below, and ___% of the portion of the Required Distribution that is
allocable to interest that is distributable with respect to the Senior
Interest as defined below.
[Until the Subordinated Amount, as defined below, has been
reduced to zero, if the aggregate amount distributable on the Class A
Certificates on any Distribution Date, as described above and after giving
effect to any Monthly Advance, is less than the Required Distribution as
defined below, the Master Servicer shall distribute to the Class A
Certificateholders all or such portion of the amounts otherwise
distributable on such Distribution Date to the Class B Certificateholders
as may be required to cover such shortage. If a shortage remains, the
Trustee shall, on or before such Distribution Date, transfer funds to the
Certificate Account from amounts deposited in the Reserve Fund required to
be maintained pursuant to Section 3.25 of the Agreement, in an amount equal
to such remaining shortage, or such lesser amount as is then on deposit in
the Reserve Fund.]
[The Required Distribution with respect to the Class A
Certificates on any Distribution Date shall be the sum of:
(i) the aggregate Undivided Interest evidenced by all Class
A Certificates (such aggregate Undivided Interest being the sum of the
aggregate Percentage Interests evidenced by the Class A-1 and Class
A-2 Certificates in the Class A-1 Distribution Amount and Class A-2
Distribution Amount, respectively) (the "Senior Interest") in: (a)
until such time as the Subordinated Amount is reduced to zero, all
scheduled payments of principal and interest (including any advances
thereof), adjusted to a ___% Pass-Through Rate, which payments became
due on the due date to which such Distribution Date related (the "Due
Date"), whether or not such payments are actually received; and (b)
after the Subordinated Amount is reduced to zero, all payments of
principal and interest, adjusted to a ___% Pass-Through Rate, due on
such Due Date or due, but not previously received, since the time the
Subordinated Amount was reduced to zero, but only to the extent such
payments are actually received or advanced prior to the Determination
Date;
(ii) the Senior Interest in all Principal Prepayments
received during the month prior to the month of distribution and
interest at the Pass- Through Rate to the end of the month in which
such Principal Prepayments occur;
(iii) the Senior Interest in the sum of (a) the outstanding
Principal Balance of each Contract or property acquired in respect
thereof that was repurchased pursuant to the Agreement or liquidated
or repossessed during the monthly period ending on the day prior to
the Due Date to which such distribution relates, calculated as of the
date each such Contract was repurchased, liquidated or repossessed,
and (b) accrued but unpaid interest on such principal balance,
adjusted to the Pass-Through Rate, to the first day of the month
following the month of such repurchase, liquidation or repossession.]
The Required Distribution will be distributed to the Class A
Certificateholders to the extent that there are sufficient eligible funds
available for distribution to such Class A Certificateholders on a
Distribution Date.
Funds eligible for such purpose with respect to each Distribution
Date shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal (including Principal Prepayments, if any)
and interest on the Contracts, exclusive of the Retained Yield, subject at
any time to the Agreement, including any Liquidation Proceeds, received by
the Master Servicer after the Cut-off Date set forth on the face hereof, or
received prior to the Cut-off Date but due thereafter, and prior to the
Determination Date except (a) payments that were due and payable on or
before the Cut-off Date; (b) Principal Prepayments and Liquidation Proceeds
and all proceeds of any Contracts or property acquired in respect thereof
repurchased pursuant to Sections [2.02, 2.04, 2.08 and 9.01] of the
Agreement received during the month of distribution and all related
payments of interest representing interest for the month of distribution or
any portion thereof; (c) payments, other than Principal Prepayments, that
represent early receipt of scheduled payments of principal and interest due
on or after the first day of the month of distribution; (d) late payments
of principal or interest in respect of which there are any unreimbursed
Monthly Advances; (e) amounts representing reimbursement for certain losses
and expenses, all as described in the Agreement; (f) that portion of each
payment of interest on each Contract in excess of interest at the
Pass-Through Rate set forth above on the unpaid principal balance of such
Contract outstanding for the period for which such payment was received;
and (g) to the extent specified in the Agreement, that portion of the
Liquidation Proceeds of Contracts in excess of the unpaid principal
balances thereof and unpaid interest thereon; and (ii) the Monthly Advance,
if any, made by the Master Servicer for the related period. For the
purposes hereof, amounts received by the Master Servicer in connection with
the liquidation of Contracts through repossession, sale, deed in lieu of
foreclosure or otherwise shall be deemed to be payments on account of
principal of Contracts. Any amount in the Certificate Account after the
Required Distribution is made to the Class A Certificateholders will be
paid to the Holders of the Class B Certificates.
[All distributions of principal allocable to Class B
Certificateholders and not distributed to Class A Certificateholders
pursuant to the foregoing provisions hereof will be paid into the Reserve
Fund until the Reserve Fund has reached the Required Reserve, as defined in
the Agreement, and thereafter will be paid to the Class B
Certificateholders except for any amounts of principal required to be paid
into the Reserve Fund to restore it to the Required Reserve. The interests
of the Class B Certificateholders in amounts so deposited in the Reserve
Fund, to the extent described below, are pledged to secure the obligations
of the Class B Certificateholders as described in the Agreement and such
amounts are available for distribution to the Class A Certificateholders in
the manner described above. The subordination of distributions allocable to
Class B Certificateholders is limited to the Subordinated Amount, as
defined in the Agreement, that decreases over time as described in the
Agreement and such subordination applies only to the extent set forth
herein and in the Agreement.
Distributions on this Certificate will be made by the Master
Servicer by check mailed to the address of the Holder hereof entitled
thereto at the address appearing in the Certificate Register or, if
eligible for wire transfer as set forth in Section [1.15] of the Agreement,
by wire transfer in immediately available funds or by such other means of
payment as the Holder hereof and the Master Servicer shall agree upon.
Except as otherwise provided in the Agreement, the final distribution on
this Certificate will be made, in the applicable manner described above,
after due notice by the Master Servicer of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the office or agency designated in such notice.
As provided in the Agreement, deductions and withdrawals from the
Certificate Account may be made by the Master Servicer from time to time
for purposes other than distributions to the Certificateholders, such
purposes including payment of the Retained Yield and Administrative Fee to
the Depositor and reimbursement to the Master Servicer of Monthly Advances
and of certain expenses incurred by it.
The Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Master Servicer, the Depositor and the Trustee and the
rights of the Holders of the Certificates under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing Voting Rights aggregating not less
than ___% of the aggregate Voting Rights of each Class of Certificates
affected thereby; provided, however, that no such amendment may, without
the consent of the Holders of Certificates evidencing 100% of the Voting
Rights of each Class affected thereby, (i) reduce in any manner the amount
of, delay the timing of or change the manner in which payments received on
the contracts are required to be distributed in respect of any Certificate
of such Class or (ii) reduce the aforesaid percentage of Certificates of
each Class, the Holders of which are required to consent to any such
amendments. Any such consent by the Holder of this Certificate shall be
conclusive and binding upon such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon this Certificate. The Agreement also permits the
Depositor, the Master Servicer and the Trustee to amend certain terms and
conditions set forth in the Agreement without the consent of Holders of the
Certificates issued thereunder.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register maintained by the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained
for that purpose by the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to
the Trustee duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, and thereupon one or more new Class A-___
Certificates of authorized denominations and for the same aggregate
Denomination and Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only in registered form in minimum
Denominations of $_______, and integral multiples of $__________ in excess
thereof, and one Certificate may be issued in such Denomination as may be
necessary to represent the remainder of the aggregate Principal Balance of
the Contracts on the Cut-off Date. As provided in the Agreement and subject
to certain limitations therein set forth, this Certificate is exchangeable
for one or more new Class A-___ Certificates of authorized Denomination and
Percentage Interest, as requested by the Holder surrendering the same. As
further provided in the Agreement, like Percentage Interests of Class A-1
Certificates and Class A-2 Certificates may be exchanged for one or more
Whole Class A Certificates having an Undivided Interest determined by the
matching Percentage Interests of the Class A-1 Certificates and Class A-2
Certificates so exchanged, upon surrender of such Certificates to be
exchanged.
No service charge will be made for such registrations, transfers
or exchanges, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Certificate Registrar and the Trustee and any
agent of the Master Servicer, the Certificate Registrar or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Master Servicer, the Certificate
Registrar nor the Trustee nor any such agent thereof shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligation of the Master Servicer to
provide for payments to Certificateholders pursuant to the Agreement) shall
terminate upon the earlier of (a) the repurchase by the Depositor from the
Trust Fund of all Contracts remaining in the Trust Fund and all property
acquired with respect thereto and (b) the later of (i) the maturity or
other liquidation of the last Contract subject thereto and the disposition
of all property acquired upon repossession and (ii) the distribution to
Certificateholders of all amounts in the Certificate Account required to be
distributed to them pursuant to the Agreement. Any such purchase by the
[Depositor] will be made in accordance with Article [ ] of the Agreement.
The exercise of such right will effect early retirement of the
Certificates.
Any term used herein that is defined in the Agreement shall have
the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, or
assignee)
the Percentage Interest in each Class A-___ Distribution Amount evidenced
by the within Certificate and hereby authorize(s) the transfer of
registration of such interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of a
like Denomination and Percentage Interest to the above named assignee and
to deliver such Certificate to the following
address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:___________________
_______________________________________
Signature by or on behalf of Assignee
or Other Assignee
Tax Identification No. of assignor (signature must be signed as registered):
________________________ ___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of
the Master Servicer:
Distribution shall be mailed by check to ___________ or, if made by
wire transfer in immediately available funds to
____________________________________________________________________ the
account of _______________________________________________, account number
_____________. This information is provided by ______________, the assignee
named above, or its agent.
EXHIBIT B
[Form of Face of Class B Certificate]
[THE OFFERING AND SALE OF THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE ON THE
EXEMPTIONS PROVIDED IN SECTIONS 4(2) AND 4(5) OF SUCH ACT. ANY RESALE OR
OTHER TRANSFER OF THIS CERTIFICATE MUST BE MADE PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION UNDER SUCH ACT, AND ONLY
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]
[LEGEND INSERT FOR REMIC RESIDUAL
TRANSFER RESTRICTIONS]
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS B, SERIES _____
evidencing an undivided interest in a trust fund consisting of certain
manufactured housing conditional sales contracts and installment loan
agreements transferred by
[ ]
--------------------------------------
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION
OF [ ] OR OF ANY OF ITS AFFILIATES EXCEPT AS SET FORTH HEREIN AND IN THE
AGREEMENT.
[The following information is provided solely for purposes of
applying federal income tax original issue discount ("OID") rules to this
instrument:
OID:____________
ISSUE DATE:______________, 200__
YIELD (ASSUMING NO REPAYMENTS):_________%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD:_________%
CUSIP: ______________
ISSUE PRICE: ______________%]
Denomination $_________________
First Distribution Final Scheduled
Date: _______, 200__ Distribution Date: __________
THIS CERTIFIES THAT ______________ is the registered owner of the
Undivided Interest obtained by dividing the Denomination set forth above by
the aggregate of the Principal Balances of the Contracts included in the
Trust Fund on the Cut-off Date, as defined below, in the Trust Fund
referred to below consisting of certain manufactured housing conditional
sales contracts and installment loan agreements (the "Contracts") sold to
the Trust by [ ] (the "Depositor"), exclusive of a portion of the interest
payable on each Contract the ownership of which has been retained by the
Depositor (the "Retained Yield"), and certain related property transferred
to the Trust by the Depositor. The Trust Fund was created pursuant to the
Standard Terms and Provisions of Pooling and Servicing dated of
______________, 200___ (the "Standard Terms") and the Reference Agreement
dated as of _____________, 200__ (the "Reference Agreement" and, together
with the Standard Terms, the Agreement") each among the Depositor,
_______________________________________, as master servicer (the "Master
Servicer") and _________________________, as trustee (the "Trustee," which
term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth herein below. The
aggregate Principal Balance of the Contracts included in the Trust Funds as
of _______, 200__ (the "Cut-off Date"), exclusive of payments due on or
before such date, was $_________. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate and the Agreement set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as though
fully set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
Date:
[NAME OF TRUSTEE]
as Trustee
By:
----------------------------------------
[Title] [SEAL]
ATTEST
----------------------------
Authorized officer of
[Name of Trustee]
[Form of Certificate of Authentication]
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT
[________________________________]
REGISTRAR
By: _____________________________
AUTHORIZED OFFICER
[FORM OF REVERSE OF CLASS B CERTIFICATE]
[ ]
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES
CLASS B, SERIES ______
This Certificate is one of a duly authorized issues of
Certificates of [ ] designated as its Conduit manufactured Housing Contract
Pass-Through Certificates, Class B, Series ___ (the "Class B Certificates")
issued under and subject to the terms, provisions and conditions of the
Agreement. Also issued under the Agreement are Certificates designated as
Conduit Manufactured Housing Contract Pass-Through Certificates, Class A,
Series ___ (the "Class A Certificates") issued in two sub-classes (the
"Class X- 0 Certificates" and the "Class A-2 Certificates"). The Class B
Certificates are subordinated in right of payment to the Class A
Certificates to the extent of the Subordinated Amount as described herein
and in the Agreement. (The Class A Certificates and the Class B
Certificates are hereinafter collectively referred to as the
"Certificates.") The aggregate undivided interest evidenced by all Class A
Certificates is __% and the aggregate undivided interest evidenced by all
Class B Certificates is __%. Reference is hereby made to the Agreement for
a statement of the respective rights thereunder of the Depositor, the
Master Servicer, the Trustee and the Holders of the Certificates and the
terms upon which the Certificates are authenticated and delivered.
This Certificate represents the undivided interest obtained by
dividing the Denomination set forth on the face hereof by the aggregate of
the Principal Balances of the Contracts included in the Trust Fund on the
Cut-off Date in (i) the Contracts and the proceeds thereof payable after
the Cut-off Date, net of any amounts payable to the Depositor, the Master
Servicer and the Servicers in accordance with the provisions of the
Agreement, (ii) the Certificate Account and all amounts deposited therein
pursuant to the applicable provisions of the Agreement, net of the Retained
Yield, the Administrative Fee and amounts payable to the Servicers, the
Master Servicer and the Depositor, as provided in the Agreement, (iii)
property acquired by repossession or otherwise with respect to the
Contracts and (iv) the interest of the Certificateholders in the
Performance Bond, and all proceeds thereof as provided in the Agreement
(such Contracts, funds, property and interest are herein collectively
called the "Trust Fund")
The Master Servicer shall distribute on the __ day of each month,
or, if such ___ day is not a Business Day, the Business Day immediately
following such ___ day (the "Distribution Date"), commencing on _______,
200_, to the Person in whose name this Certificate is registered at the
close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"), an amount
equal to the product of the Undivided Interest evidenced by this
Certificate and the aggregate of (i) all previously undistributed payments
or other receipts on account of principal (including Principal Prepayments,
if any) and interest on the Contracts, exclusive of the Retained Yield,
subject at any time to the Agreement, including any Liquidation Proceeds,
received by the Master Servicer after the Cut-off Date set forth on the
face hereof, or received prior to the Cut-off Date but due thereafter, and
prior to the Determination Date except: (a) payments that were due and
payable on or before the Cut-off Date; (b) Principal Prepayments and
Liquidation Proceeds and all proceeds of any Contracts or property acquired
in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.08 and
9.01 of the Agreement received during the month of distribution and all
related payments of interest representing interest for the month of
distribution or any portion thereof; (c) payments, other than Principal
Prepayments, that represent early receipt of scheduled payments of
principal and interest due on or after the first day of the month of
distribution; (d) late payments of principal or interest in respect of
which there are any unreimbursed Monthly Advances; (e) amounts representing
reimbursement for certain losses and expenses, all as described in the
Agreement; (f) that portion of each payment of interest on each Contract in
excess of interest at the Pass-Through Rate set forth above on the unpaid
principal balance of such Contract outstanding for the period for which
such payment was received; and (g) to the extent specified in the
Agreement, that portion of the Liquidation Proceeds of Contracts in excess
of the unpaid principal balances thereof and unpaid interest thereon; and
(ii) the Monthly Advance, if any, made by the Master Servicer for the
related period. For the purposes hereof, amounts received by the Master
Servicer in connection with the liquidation of Contracts through
repossession, sale or otherwise shall be deemed to be payments on account
of principal of Contracts.
As provided in the Pooling and Servicing Agreement, distributions
otherwise payable to the Holders of the Class B Certificates are
subordinated to the rights of the Class A Certificateholders to receive
amounts due them to the extent of the Subordinated Amount as defined in the
Agreement. To the extent such distributions otherwise payable to the
Holders of the Class B Certificates on any Distribution Date are not needed
to cover any shortage with respect to the Class A Certificates, the portion
of such distributions representing principal on the Contracts shall be
deposited in the Reserve Fund established pursuant to Section [ ] of the
Agreement to permit the Reserve Fund to attain and maintain the Required
Reserve as specified in the Agreement, and may be released to the Holders
of the Class B Certificates, if at all, only in accordance with the
provisions of the Agreement. Holders of Class B Certificates are not
required to refund any amounts that have previously been properly
distributed to them.
Distributions on this Certificate will be made by the Master
Servicer by check mailed to the address of the Holder hereof entitled
thereto at the address appearing in the Certificate Register or, if
eligible for wire transfer as set forth in Section [1.15] of the Agreement,
by wire transfer in immediately available funds or by such other means of
payment as the Holder hereof and the Master Servicer shall agree upon.
Except as otherwise provided in the Agreement, the final distribution on
this Certificate will be made, in the applicable manner described above,
after due notice by the Master Servicer of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the office or agency designated in such notice.
As provided in the Agreement, deductions and withdrawals from the
Certificate Account may be made by the Master Servicer from time to time
for purposes other than distributions to the Certificateholders, such
purposes including payment of the Retained Yield and Administrative Fee to
the Depositor and reimbursement to the Master Servicer of Monthly Advances
and of certain expenses incurred by it.
The Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Master Servicer, the Depositor and the Trustee and the
rights of the Holders of Certificates under the Agreement at any time by
the Depositor, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing Voting Rights aggregating not less than
_% of the aggregate Voting Rights of each Class of Certificates affected
thereby; provided, however, that no such amendment may, without the consent
of the Holders of Certificates evidencing __% of the Voting Rights of each
Class affected thereby, (i) reduce in any manner the amount of, delay the
timing of or change the manner in which payments received on Contracts are
required to be distributed in respect of any Certificate of such Class, or
(ii) reduce the aforesaid percentages of Certificates of each Class, the
Holders of which are required to consent to any such amendments. Any such
consent by the Holder of this Certificate shall be conclusive and binding
upon such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate. The Agreement also permits the Depositor, the Master
Servicer and the Trustee to amend certain terms and conditions set forth in
the Agreement without the consent of Holders of the Certificates issued
thereunder.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register maintained by the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained
for that purpose by the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to
the Trustee duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations and for the same aggregate
Denomination and undivided interest will be issued to the designated
transferee or transferees. [Additional restrictions to be set forth here]
The Certificates are issuable only in registered form in minimum
Denominations of $_____ and integral multiples of $___ in excess thereof,
and one Certificate may be issued in such Denomination as necessary to
represent the remainder of the aggregate Principal Balance of the Contracts
on the Cut-off Date. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for one or
more new Class B Certificates of authorized denominations evidencing a like
aggregate Denomination and Undivided Interest, as requested by the Holder
surrendering the same.
No service charge will be made for such registrations, transfers
or exchanges, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Certificate Registrar and the Trustee and any
agent of the Master Servicer, the Certificate Registrar or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Master Servicer, the Certificate
Registrar nor the Trustee nor any such agent thereof shall be affected by
notice of the contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligation of the Master Servicer to
provide for payments to Certificateholders pursuant to the Agreement) shall
terminate upon the earlier of (a) the repurchase by the [Depositor] from
the Trust Fund of all Contracts remaining in the Trust Fund and all
property acquired with respect thereto and (b) the later of (i) the
maturity or other liquidation of the last Contract subject thereto and the
disposition of all property acquired upon repossession and (ii) the
distribution to Certificateholders of all amounts in the Certificate
Account required to be distributed to them pursuant to the Agreement. Any
such purchase by the [Depositor] will be made in accordance with Article
[XIV] of the Agreement. The exercise of such right will effect early
retirement of the Certificates.
Any term used herein that is defined in the Agreement shall have
the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, or
assignee)
the Undivided Interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of a like
Denomination and Undivided Interest to the above-named assignee and to deliver
such Certificate to the following address:______________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:___________
_______________________________________
Signature by or on behalf of Assignee
or Other Assignee
Tax Identification No. of assignor (signature must be signed as registered):
________________________ ___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of
the Master Servicer:
Distribution shall be made by wire transfer in immediately available
funds to _______________________________________________________________________
________________________________________________________________________________
___________________ the account of _______________________________________,
account number __________, or, if mailed by check, to _____________. This
information is provided by ___________, the assignee named above, or
___________________, its agent.
