GREENPOINT CREDIT, LLC,
CONTRACT SELLER AND SERVICER, and
BANK ONE, NATIONAL ASSOCIATION TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates
Series 1999-6
TABLE OF CONTENTS Page
ARTICLE I DEFINITIONS................................................................................... 1
Section 1.01 Terms................................................................................... 1
ARTICLE II CONVEYANCE OF CONTRACTS, REPRESENTATIONS AND
WARRANTIES....................................... 23
Section 2.01 Conveyance of Contracts................................................................ 23
Section 2.02 Filing and Assignment, Name Change or Relocation....................................... 24
Section 2.03 Acceptance by Trustee.................................................................. 24
Section 2.04 Trustee Receipt of Documents........................................................... 25
Section 2.05 Representations and Warranties Regarding the Servicer.................................. 25
Section 2.06 Covenants of the Contract Seller, Trustee and Servicer................................. 26
Section 2.07 Authentication and Delivery of
Certificates............................................ 27
Section 2.08 Covenants of the
Servicer.............................................................. 27
Section 2.09 Covenants of the Contract Seller....................................................... 27
ARTICLE III REPRESENTATIONS AND WARRANTIES BY THE CONTRACT SELLER........................................ 27
Section 3.01 Representations and Warranties of the Contract Seller.................................. 27
Section 3.02 Representations and Warranties Regarding Each Contract................................. 29
Section 3.03 Representations and Warranties Regarding the Contracts in the
Aggregate................ 33
Section 3.04 Representations and Warranties Regarding the Contracts................................. 34
Section 3.05 Repurchases of Contracts or Substitution of Contracts for
Breach of
Representations and Warranties......................................................... 34
Section 3.06 General.........................................................................
....... 37
ARTICLE IV ADMINISTRATION AND SERVICING OF CONTRACTS.................................................... 37
Section 4.01 Responsibility for Contract Administration and Servicing............................... 37
Section 4.02 Standard of Care....................................................................... 38
Section 4.03 Records.........................................................................
....... 38
Section 4.04 Inspection......................................................................
....... 38
Section 4.05 Establishment of and Deposits in Certificate Account................................... 39
Section 4.06 Payment of Taxes....................................................................... 40
Section 4.07 Enforcement.....................................................................
....... 40
Section 4.08 Transfer of Certificate Account........................................................ 41
Section 4.09 Maintenance of Hazard Insurance
Policies............................................... 41 -i-
TABLE OF CONTENTS (continued)
Page
Section 4.10 Fidelity Bond and Errors and Omissions Insurance......................................... 43
Section 4.11 Collections under Hazard Insurance Policies, Consent to
Transfers of Manufactured
Homes, Assumption Agreements............................................................. 43
Section 4.12 Realization upon Defaulted Contracts..................................................... 44
Section 4.13 Costs and Expenses....................................................................... 44
Section 4.14 Trustee to Cooperate..................................................................... 45
Section 4.15 Servicing and Other
Compensation......................................................... 45
Section 4.16 Custody of Contracts..................................................................... 46
Section 4.17 REMIC Compliance......................................................................... 48
Section 4.18 Management of REO Property............................................................... 53
Section 4.19 Reports to the Securities and Exchange Commission........................................ 54
Section 4.20 Annual Statement as to Compliance........................................................ 54
Section 4.21 Annual Independent Public Accountants' Servicing Report.................................. 55
Section 4.22 Retitling of Land Home Contracts......................................................... 55
Section 4.23 Notice of Rating Change.................................................................. 55
ARTICLE V PAYMENTS, MONTHLY ADVANCES AND MONTHLY REPORTS.............................................. 56
Section 5.01 Monthly Advances by the Servicer......................................................... 56
Section 5.02 Payments................................................................................. 57
Section 5.03 Permitted Withdrawals from the Certificate Account....................................... 59
Section 5.04 Monthly Reports.......................................................................... 60
Section 5.05 Certificate of Servicing Officer......................................................... 62
Section 5.06 Other Data............................................................................... 63
Section 5.07 Statements to Certificateholders......................................................... 63
Section 5.08 Certificate Insurance Policy; Enhancement Payments....................................... 64
Section 5.09 99-5 Reserve Account,.................................................................... 64
ARTICLE VI THE CERTIFICATES............................................................................ 65
Section 6.01 The Certificates......................................................................... 65
Section 6.02 Certificate Register; Registration of Transfer and Exchange
of Certificates.............. 66
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................ 69
Section 6.04 Persons Deemed Owners.................................................................... 69 -ii-
TABLE OF CONTENTS (continued) Page
Section 6.05 Access to List of Certificateholders' Names and Addresses................................ 69
Section 6.06 Global Certificates...................................................................... 70
Section 6.07 Notices to Depository.................................................................... 71
Section 6.08 Definitive Certificates.................................................................. 71
ARTICLE VII THE CONTRACT SELLER AND THE SERVICER........................................................ 72
Section 7.01 Liabilities to Obligors.................................................................. 72
Section 7.02 Servicer's Indemnities................................................................... 72
Section 7.03 Operation of Indemnities................................................................. 72
Section 7.04 Merger or Consolidation of the Contract Seller or the Servicer........................... 72
Section 7.05 Limitation on Liability of the Contract Seller, the Servicer
and Others.................. 73
Section 7.06 Assignment by Servicer................................................................... 73
Section 7.07 Successor to the Servicer................................................................ 74
ARTICLE VIII EVENTS OF DEFAULT........................................................................... 75
Section 8.01 Events of Default........................................................................ 75
Section 8.02 Waiver of Defaults....................................................................... 76
Section 8.03 Trustee to Act, Appointment of Successor................................................. 77
Section 8.04 Notification to Certificateholders....................................................... 77
Section 8.05 Effect of Transfer....................................................................... 77
Section 8.06 Transfer of the Account.................................................................. 78
Section 8.07 Servicer Termination Events.............................................................. 78
ARTICLE IX CONCERNING THE TRUSTEE...................................................................... 79
Section 9.01 Duties of Trustee........................................................................ 79
Section 9.02 Certain Matters Affecting the Trustee.................................................... 80
Section 9.03 Trustee not Liable for Certificates or Contracts......................................... 81
Section 9.04 Trustee May Own Certificates............................................................. 81
Section 9.05 Servicer to Pay Fees and Expenses of Trustee, Paying Agent and
Certificate of Administrator............................................................. 82
Section 9.06 Eligibility Requirements for Trustee..................................................... 82
Section 9.07 Resignation and Removal of the Trustee................................................... 83
Section 9.08 Successor Trustee........................................................................ 84
Section 9.09 Merger or Consolidation of Trustee....................................................... 84 -iii-
TABLE OF CONTENTS (continued) Page
Section 9.10 Appointment of Co-Trustee or Separate
Trustee............................................ 84
Section 9.11 Appointment of Office or Agency.......................................................... 85
Section 9.12 Certificate Administrator................................................................ 86
Section 9.13 Appointment of Paying Agent.............................................................. 86
Section 9.14 Determination of LIBOR; Auction Procedures............................................... 87
ARTICLE X TERMINATION.................................................................................. 87
Section 10.01 Termination.............................................................................. 87
ARTICLE XI MISCELLANEOUS PROVISIONS..................................................................... 91
Section 11.01 Amendment................................................................................ 91
Section 11.02 Recordation of Agreement; Counterparts................................................... 93
Section 11.03 Governing Law............................................................................ 93
Section 11.04 Calculations............................................................................. 93
Section 11.05 Notices.................................................................................. 93
Section 11.06 Severability of Provisions............................................................... 94
Section 11.07 Assignment............................................................................... 94
Section 11.08 Limitations on Rights of Certificateholders.............................................. 95
Section 11.09 Inspection and Audit Rights.............................................................. 95
Section 11.10 Certificates Nonassessable and Fully Paid................................................ 96
Section 11.11 Third Party Beneficiary.................................................................. 96
Section 11.12 Purchases Upon
Conversion................................................................ 96 -iv-
This POOLING AND SERVICING AGREEMENT, dated as of December 1, 1999
(the "Agreement"), is executed by and between GreenPoint Credit, LLC, as the
contract seller (in such capacity, the "Contract Seller") and the servicer (in
such capacity together with its permitted successors, the "Servicer"), and Bank
One, National Association, as trustee (together with its permitted successors in
trust, the "Trustee").
The Contract Seller and Servicer have duly authorized the execution
and delivery of this Agreement to provide for the issuance of GreenPoint
Manufactured Housing Contract Trust, Pass-Through Certificates, Series 1999-6
(the "Certificates"). The Certificates issued hereunder shall be limited to the
amount herein described. All covenants and agreements made by the Contract
Seller herein are for the benefit and security of the Certificateholders. The
Contract Seller is entering into this Agreement, and the Trustee is accepting
the trusts created hereby for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
In consideration of the premises and the mutual agreements hereinafter
set forth, the parties hereto agree as follows: ARTICLE I DEFINITIONS
Section 1.01 Terms. -----
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Additional Contracts: The Contracts identified in the Contract Schedule --------------------
delivered pursuant to Section 2.01(a) that are not Initial Contracts. The
Additional Contracts were each originated on or after December 1, 1999, through
the Closing Date and have an aggregate principal balance as of the Cut-Off Date
of approximately $17,859,567.18.
Adverse REMIC Event: As defined in Section 4.17(f) hereof. -------------------
Advisor: As defined in Section 10.01(b)(3) hereof. -------
Affiliate: As to any specified Person, any other Person controlling or ---------
controlled by or under common control with such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" or "controlled" have meanings
correlative to the foregoing.
Aggregate Net Liquidation Losses: With respect to the time of reference --------------------------------
thereto, the aggregate of the amounts by which (i) the outstanding principal
balance of each Contract that during such time of reference had become a
Liquidated Contract, plus accrued and unpaid interest thereon at the related
Contract Rate to the Due Date for such Contract in the Collection
Period in which such Contract became a Liquidated Contract exceeds (ii) the Net
Liquidation Proceeds for such Contract.
Agreement: This Pooling and Servicing Agreement and any and all amendments ---------
or supplements hereto.
Annual Servicing Rate: 1.00% per annum (or, in the case of a successor ---------------------
Servicer engaged at any time after GreenPoint is no longer the Servicer, the
percentage agreed upon pursuant to Section 7.07).
Assignment: An individual assignment of a Mortgage, notice or transfer or ----------
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale or transfer of the related Land Home Contract.
Auction Agent: The meaning assigned in the Auction Procedures. -------------
Auction Agent Agreement: The meaning assigned in the Auction Procedures. -----------------------
Auction Agent Fee: The meaning assigned in the Auction Agent Agreement. -----------------
Auction Procedures: The procedures set forth in Schedule I hereof by which ------------------
the Auction Rate is determined.
Auction Rate: The rate of interest per annum that results from ------------
implementation of the Auction Procedures and which is determined as described in
Section 2.1.1(c)(ii) of the Auction Procedures.
Auction Termination Date: As defined in Section 10.01(b) hereof. ------------------------
Available Distribution Amount: As to any Distribution Date, the sum of (a) -----------------------------
the amount on deposit or otherwise credited to the Certificate Account as of the
end of the Collection Period ending immediately prior to such Distribution Date,
less the portion of such amount (i) permitted to be withdrawn by the Servicer
pursuant to Section 5.03 or (ii) constituting Excess Contract Payments, (b) the
Monthly Advance for such Distribution Date actually made in respect of such
Distribution Date, (c) the amount constituting the Class A-2 Holdover Amount as
of the immediately preceding Distribution Date, and (d) any amounts received in
respect of such Distribution Date from the 99-5 Reserve Account.
Available Funds Shortfall: With respect to any Distribution Date, the -------------------------
amount, if any, by which the Available Distribution Amount, prior to giving
effect to any related Enhancement Payment, for such Distribution Date is less
than the amount required to be distributed to the Class A Certificates on such
Distribution Date pursuant to Section 5.02(a)(i) and (ii).
Bank Agent: The meaning assigned in the Insurance Agreement. ----------
Broker Dealer Agreement: The meaning assigned in the Auction Procedures. ----------------------- -2-
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day ------------
on which the New York Stock Exchange or banking institutions in the City of New
York, New York, or the State of California or the city in which the Corporate
Trust Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.
Certificate: Any of the GreenPoint Manufactured Housing Contract Trust -----------
Pass-Through Certificates, Series 1999-6.
Certificate Account: The separate Eligible Account created and initially -------------------
maintained by the Trustee pursuant to Section 4.05 in the name of the Trustee
for the benefit of the Holders of the Certificates. Funds in the Certificate
Account shall be held in trust for the aforementioned Certificateholders for the
uses and purposes set forth in this Agreement.
Certificate Administrator: The Person appointed by the Trustee from time -------------------------
to time pursuant to Section 9.12.
Certificate Balance: When used with respect to a single Class, the Class -------------------
A-1 Certificate Balance or Class A-2 Certificate Balance, as applicable; and
when used with respect to more than one Class of Certificates, the sum of the
Class A-1 Certificate Balance and Class A-2 Certificate, as applicable.
Certificate Insurance Policy: An unconditional and irrevocable certificate ----------------------------
insurance policy, in the form attached hereto as Exhibit H, to the Trustee for -------
the benefit of the Class A Certificateholders.
Certificate Owner: With respect to a Global Certificate, the person that -----------------
is the beneficial owner of an interest in such Global Certificate.
Certificate Register: The register maintained pursuant to Section 6.02 --------------------hereof.
Certificateholder or Holder: The person in whose name a Certificate is ----------------- ------
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository, in the case of any Global Certificates), except that solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Contract Seller, the Servicer or any Affiliate of
the Contract Seller or the Servicer shall be deemed not to be Outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such -------- -------
Person (including the Contract Seller) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the consent of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Contract Seller, the Servicer or any Affiliate of the
Contract Seller or the Servicer in determining which Certificates are registered
in the name of an Affiliate of the Contract Seller or the Servicer.
Class : Any of the Class A-1, Class A-2 or Class R Certificates, as the ------
case may be. -3-
Class A Certificate Balance: On any date, the sum of the Class A-1 ----------------------------
Certificate Balance and the Class A-2 Certificate Balance.
Class A Certificates: The Class A-1 Certificates and the Class A-2 ---------------------Certificates.
Class A-1 Certificate: Any one of the Certificates, executed and ---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit -------
B-1 and Exhibit C hereto.
- --- ---------
Class A-1 Certificate Balance: At any time, the Initial Class A-1 -----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-1 Certificateholders.
Class A-1 Distribution Amount: As to any Distribution Date, the total -----------------------------
amount distributed to the Class A-1 Certificateholders pursuant to Section 5.02.
Class A-1 Formula Rate: A per annum rate equal to the sum of (a) LIBOR and ----------------------
(b) 0.29%.
Class A-1 Interest Distribution Amount: As to any Distribution Date, an --------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-1 Pass-Through Rate on the Class A-1 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such Distribution Date) and (b) any Class A-1 Unpaid InterestShortfall.
Class A-1 Interest Shortfall: As to any Distribution Date, any amount by ----------------------------
which the amount distributed to Holders of Class A-1 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-1 Interest Distribution Amount."
Class A-1 Net Funds Cap Carryover Amount: As of the First Distribution ----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-1 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (x) the Weighted Average Maximum Cap and (y) the Class A-1 Certificate
Balance and (b) the amount of interest the Class A-1 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-1 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-1 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-1 Net Funds
Cap Carryover Amount, together with accrued interest thereon at the Class A-1
Pass-Through Rate in effect on such Distribution Date, for all previous
Distribution Dates not previously distributed pursuant to clause 5.02(a)(v).
Class A-1 Pass-Through Rate: The lesser of (a) the Class A-1 Formula Rate ---------------------------
and (b) the Net Weighted Average Contract Rate.
Class A-1 Unpaid Interest Shortfall: As to any Distribution Date, the -----------------------------------
amount, if any, by which the aggregate of the Class A-1 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-1 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at the
Class A-1 Pass-Through Rate on such amount with respect to such prior
Distribution Dates.
-4-
Class A-2 Certificate: Any one of the Certificates, executed and ---------------------
authenticated as provided herein, substantially in the form set forth in Exhibit -------
B-2 and Exhibit C hereto.
- --- ---------
Class A-2 Certificate Balance: At any time, the Initial Class A-2 -----------------------------
Certificate Balance minus the sum of all principal distributions previously made
to the Class A-2 Certificateholders.
Class A-2 Distribution Amount: As to any Distribution Date, the total -----------------------------
amount distributed to the Class A-2 Certificateholders pursuant to Section 5.02.
Class A-2 Formula Rate: With respect to the First Distribution Date, 6.32% ----------------------
per annum. With respect to all subsequent Distribution Dates, the Auction Rate
established for such Distribution Date as determined pursuant to the AuctionProcedures.
Class A-2 Holdover Amount: On (i) the first Distribution Date on which the -------------------------
Class A-2 Certificateholders receive distributions of principal pursuant to
Section 5.02(a)(ii) hereof, zero, (ii) on each subsequent Distribution Date on
which the Class A-2 Certificateholders receive distributions of principal
pursuant to Section 5.02(a)(ii) hereof but prior to the Class A-2 Pro Rata Date,
an amount equal to the lesser of (i) $24,999.99 and (ii) the portion of the
Formula Principal Distribution Amount required to be applied as a principal
payment on the Class A-2 Certificates that exceeds $25,000 or an integral
multiple of $25,000 and (iii) on each Distribution Date on and after the Class
A-2 Pro Rata Date, zero.
Class A-2 Interest Distribution Amount: As to any Distribution Date, an --------------------------------------
amount equal to the sum of (a) interest accrued during the related Interest
Accrual Period at the Class A-2 Pass-Through Rate on the Class A-2 Certificate
Balance as of such Distribution Date (before giving effect to the principal
distributions on such previous Distribution Date) and (b) any Class A-2 Unpaid
Interest Shortfall.
Class A-2 Interest Shortfall: As to any Distribution Date, any amount by ----------------------------
which the amount distributed to Holders of Class A-2 Certificates on such
Distribution Date is less than the amount computed pursuant to clause (a) of the
definition of "Class A-2 Interest Distribution Amount."
Class A-2 Net Funds Cap Carryover Amount: As of the First Distribution ----------------------------------------
Date, zero. On each subsequent Distribution Date, the sum of (A) if on such
Distribution Date, the Class A-2 Pass-Through Rate is based upon the Net
Weighted Average Contract Rate, the excess of (i) the lesser of (a) the product
of (i) the Weighted Average Maximum Cap and (ii) the Class A-2 Certificate
Balance and (b) the amount of interest the Class A-2 Certificates would
otherwise be entitled to receive on such Distribution Date had such rate been
calculated at the Class A-2 Formula Rate for such Distribution Date over (ii)
the amount of interest payable on the Class A-2 Certificates at the Net Weighted
Average Contract Rate for such Distribution Date and (B) the Class A-2 Net Funds
Cap Carryover Amount, together with accrued interest thereon at Class A-2 Pass-
Through Rate in effect on such Distribution Date, for all previous Distribution
Dates not previously distributed pursuant to clause 5.02(a)(v).
Class A-2 Pass-Through Rate: The lesser of (a) the Class A-2 Formula Rate ---------------------------
and (b) the Net Weighted Average Contract Rate. -5-
Class A-2 Pro Rata Date: The date, if any, upon which the Class A-2 -----------------------
Certificates are no longer held in book-entry form or the Certificate Balance of
each outstanding Class A-2 Certificate is less than $25,000.
Class A-2 Unpaid Interest Shortfall: As to any Distribution Date, the -----------------------------------
amount, if any, by which the aggregate of the Class A-2 Interest Shortfalls for
prior Distribution Dates exceeds all prior distributions made pursuant to
Section 5.02 in respect of prior Class A-2 Interest Shortfalls, plus accrued
interest thereon (to the extent payment thereof is legally permissible) at Class
A-2 Pass-Through Rate on such amount with respect to such prior DistributionDates.
Class R Certificate: Any one of the Certificates, executed and -------------------
authenticated as provided herein, substantially in the form set forth in Exhibit -------
D hereto.
- -
Closing Date: December 16, 1999. ------------
Code: The Internal Revenue Code of 1986, including any successor or ----
amendatory provisions.
Collected Scheduled Payments: As to any Distribution Date, (a) the amount ----------------------------
on deposit in the Certificate Account as of the end of the related Collection
Period, less (b) the sum of (i) the aggregate of all Partial Prepayments
collected during such Collection Period, (ii) the aggregate of all payments
collected during such Collection Period on Contracts that were prepaid in full
during such Collection Period (less the aggregate of the scheduled payments due
on such Contracts that were delinquent as of the beginning of such Collection
Period and recovered out of such collections), (iii) the aggregate of the Net
Liquidation Proceeds collected in respect of all Contracts that became
Liquidated Contracts during such Collection Period (less the aggregate of
scheduled payments due on such Contracts that were delinquent at the beginning
of such Collection Period and recovered out of such collections and less any
Repossession Profits collected during such Collection Period), (iv) the
aggregate of the Repurchase Prices of all Contracts that were repurchased by the
Contract Seller pursuant to Section 3.05 (less the aggregate of scheduled
payments due on such Contracts that were delinquent at the beginning of such
Collection Period and recovered out of such collections), (v) the amounts
permitted to be withdrawn by the Servicer from the Certificate Account pursuant
to clauses (i), (ii), (iii), (iv), (v) and (vii) of Section 5.03, and (vi)
amounts representing Excess Contract Payments.
Collection Period: With respect to the Class A-1 Certificates and any -----------------
Distribution Date, the calendar month preceding the month of that Distribution
Date; and with respect to the Class A-2 Certificates and any Distribution Date,
the second preceding calendar month before the month of that Distribution Date.
Computer Tape: The computer tape generated by the Servicer on behalf of -------------
the Contract Seller which provides information relating to the Contracts sold by
the Contract Seller, and includes the master file and the history file.
Contract: Any one of the manufactured housing installment sale contracts --------
or installment loan agreements, including any Land Home Contracts, described in
the Contract Schedule and constituting part of the corpus of the Trust Fund,
which Contracts are to be sold and assigned by the Contract Seller to the
Trustee and which are the subject of this Agreement. The Contracts -6-
include all related security interests and any and all rights to receive
payments which are due pursuant thereto from and after the Cut-Off Date, but
exclude any rights to receive payments which were due pursuant thereto prior to
the Cut-Off Date.
Contract File: As to each Contract other than a Land Home Contract, (a) -------------
the original copy of the Contract, (b) the original title document issued to the
Seller or BankAmerica Housing Services as secured lender or agent therefor for
the related Manufactured Home, unless the laws of the jurisdiction in which the
related Manufactured Home is located do not provide for the issuance of any
title documents for manufactured housing to secured lenders, (c) evidence of one
or more of the following types of perfection of the security interest in favor
of the Seller or BankAmerica Housing Services as secured lender or agent
therefor in the related Manufactured Home granted by such Contract, as
appropriate: (1) notation of such security interest on the title document, (2)
a financing statement meeting the requirements of the UCC, with evidence of
filing in the appropriate offices indicated thereon, or (3) such other evidence
of perfection of a security interest in a manufactured housing unit as is
customary in such jurisdiction, (d) the assignment of the Contract from the
manufactured housing dealer to the Seller or BankAmerica Housing Services, if
any, including any intervening assignments, and (e) any extension, modification
or waiver agreement(s).
Contract Pool: The pool of Contracts held in the Trust Fund. -------------
Contract Rate: With respect to each Contract, the per annum rate of -------------
interest borne by such Contract, as set forth or described in such Contract.
Contract Schedule: The list identifying each Initial Contract and -----------------
Additional Contract, as amended from time to time, constituting part of the
corpus of the Trust Fund, which list is attached hereto as Exhibit A and which ---------
(a) identifies each Contract by contract number and name and address of the
Obligor, and (b) sets forth as to each Contract (i) the Scheduled Principal
Balance as of the Cut-Off Date, (ii) the amount of each monthly payment due from
the Obligor, (iii) the Contract Rate, (iv) the maturity date, (v) the maximum
cap and (vi) the minimum cap.
Contract Seller: GreenPoint. ---------------
Corporate Trust Office: The principal corporate trust office of the ----------------------
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date of execution of this Agreement is located
at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention:
Global Corporate Trust Services, except that for purposes of Section 9.11, such
term shall mean the office or agency of the Trustee in the Borough of Manhattan,
the City of New York, which office at the date hereof is located at 14 Wall
Street, Eighth Floor, New York, New York 10005.
Cumulative Realized Losses: As to any Distribution Date, the Aggregate Net --------------------------
Liquidation Losses for the period from the Cut-Off Date through the end of the
Collection Period related to such Distribution Date.
Current Realized Loss Ratio: As to any Distribution Date, the annualized ---------------------------
percentage equivalent of the fraction, the numerator of which is the sum of the
Aggregate Net Liquidation Losses for the three preceding Collection Periods
related to such Distribution Date and the -7-
denominator of which is the arithmetic average of the Pool Scheduled Principal
Balances for such Distribution Date and the preceding two Distribution Dates.
Cut-Off Date: With respect to each Contract, the later of (i) the close of ------------
business on November 30, 1999 or (ii) the date of origination of such Contract.
Cut-Off Date Pool Principal Balance: The aggregate of the Scheduled -----------------------------------
Principal Balances of the Contracts as of the Cut-Off Date.
Deficiency: With respect to any Contract that is a Liquidated Contract, ----------
the amount by which (i) the outstanding principal balance of such Contract, plus
accrued and unpaid interest thereon at the related Contract Rate to the Due Date
for such Contract in the Collection Period in which such Contract became a
Liquidated Contract exceeds (ii) the Net Liquidation Proceeds for such Contract.
Deficiency Amount: With respect to any Contract, the amount, if any, that -----------------
the Servicer collects directly from the Obligor with respect to any Deficiency.
Deficiency Event: On any Distribution Date as to which, after the ----------------
application of funds pursuant to Section 5.02(a), the sum of the Pool Scheduled
Principal Balance and the amount of the Class A-2 Holdover Amount on deposit in
the Certificate Account is equal to or less than the aggregate of the
Certificate Balances of the Class A-1 and Class A-2 Certificates.
Deficiency Percentage: 35%. ---------------------
Definitive Certificates: As defined in Section 6.08. -----------------------
Denomination: With respect to each Regular Certificate, the amount set ------------
forth on the face thereof as the "Initial Principal Balance of this
Certificate." With respect to each Class R Certificate, the Percentage Interest
appearing on the face thereof.
Depository: The initial Depository shall be the Depository Trust Company, ----------
the nominee of which is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of
the Global Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.
Depository Agreement: The agreement among the Contract Seller, the Trustee --------------------
and the initial Depository, dated as of the Closing Date, substantially in the
form of Exhibit I. ---------
Depository Participant: A broker, dealer, bank or other financial ----------------------
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the third ------------------
Business Day prior to such Distribution Date. -8-
Disqualified Organization: Any organization defined as a "disqualified -------------------------
organization" under Section 860E(e)(5) of the Code and any of the following:
(i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
Person "electing large partnership" within the meaning of Section 775 of the
Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund, or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: (A) With respect to (i) payment distributions to be -----------------
made to the Class A-1 Certificateholders pursuant to Section 5.02(a) hereof, the
deposit of amounts to the Special Account pursuant to Section 5.02(a)(iii)
hereof, the statement to be delivered to the Class A-1 Certificateholders
pursuant to Section 5.07 hereof and the determination of the Interest Accrual
Period for the Class A-1 Certificates, the 15th day of each calendar month after
the initial issuance of the Class A-1 Certificates, or if such 15th day is not a
Business Day, the next succeeding Business Day, and (ii) payment distributions
to be made to the Class A-2 or Class R Certificateholders pursuant to Section
5.02(a) hereof, payments to be made to the Auction Agent pursuant to Section
5.02(a)(vi) hereof, the statement to be delivered to the Class A-2
Certificateholders pursuant to Section 5.07 hereof and the determination of the
Interest Accrual Period for the Class A-2 Certificates, the 6th day of each
calendar month after the initial issuance of the Class A-2 Certificates or if
such 6th day is not a Business Day, the next succeeding Business Day,
commencing, in each case, with respect to the Class A-1 Certificates, in
January, 2000, and with respect to the Class A-2 Certificates, in February,
2000, and (B) for all other purposes hereunder, the 15th day of each calendar
month commencing in January 2000, or if such day is not a Business Day, the next
succeeding Business Day, and ending on the last day of the month in which the
Class A-1 Certificate Balance has been reduced to zero, and the 6th day of each
calendar month thereafter, or if such 6th day is not a Business Day, the next
succeeding Business Day.
Due Date: The day of the month on which each scheduled payment of --------
principal and interest is due on a Contract, exclusive of any days of grace.
Eligible Account: An account that is one of the following (i) an account ----------------
maintained with a FDIC-insured depository institution which is subject to
examination by federal or state authorities and the commercial paper of which
has a rating of P-1 from Moody's (if rated by Moody's) and A-1 from S&P or the
long-term deposits or long-term unsecured senior debt
-9-
obligations of which are in one of the two highest rating categories of Moody's
and S&P, or maintained with a depository institution that is otherwise
acceptable to each Rating Agency (as evidenced by a letter from each Rating
Agency to such effect), (ii) a trust account maintained with the Trustee or, if
the Certificate Administrator is not the Trustee, with the Certificate
Administrator, in which the funds are either held uninvested or invested solely
in Eligible Investments, or (iii) an account that is otherwise acceptable to the
Rating Agencies, as evidenced by a letter from each Rating Agency, without a
reduction or withdrawal of the rating of the Certificates.
Eligible Investments: One or more of the following in the order of --------------------
priority specified herein:
(a) any common trust fund, collective investment trust or money
market fund rated Aaa by Moody's and AAAg or AAAm by S&P; and
(b) other obligations or securities that are acceptable to each
Rating Agency as an Eligible Investment hereunder and will not result in a
reduction in or withdrawal of the then current rating or ratings of the
Certificates, as evidenced by a letter to such effect from each Rating Agency;
provided, however, that no investments in "interest only" stripped obligations
shall qualify as an Eligible Investment pursuant to this definition.
Eligible Substitute Contract: As to any Replaced Contract for which such ----------------------------
Eligible Substitute Contract is being substituted pursuant to Section 3.05(b), a
Contract that (a) as of the date of its substitution, satisfies all of the
representations and warranties (which, except when expressly stated to be as of
origination, shall be deemed to be determined as of the date of its substitution
rather than as of the Cut-Off Date or the Closing Date) in Section 3.02 and does
not cause any of the representations and warranties in Section 3.03, after
giving effect to such substitution, to be incorrect, (b) after giving effect to
the scheduled payment due in the month of such substitution, has a Scheduled
Principal Balance that is not greater than the Scheduled Principal Balance of
such Replaced Contract, (c) has a Contract Rate that is at least equal to the
Contract Rate of such Replaced Contract, (d) has a remaining term to scheduled
maturity that is not greater than the remaining term to scheduled maturity of
the Replaced Contract, and (e) has not been delinquent for more than 31 days as
to any scheduled payment due within twelve months of the date of its
substitution. In addition, a Substitute Contract which is a Land Home Contract
may only be used to replace a Replaced Contract which was a Land Home Contract.
Enhancement Payment: As to any Distribution Date and the immediately -------------------
preceding Collection Period, the amount by which the aggregate amount
distributable to the Class A Certificateholders pursuant to Sections 5.02(a)(i)
and(ii) exceeds the aggregate Available Distribution Amount.
ERISA: The Employee Retirement Income Security Act of 1974, as amended. -----
ERISA Restricted Certificate: Any Class R Certificate.
----------------------------
Event of Default: Any one of the Events of Default described in Section ----------------
8.01 hereof. -10-
Excess Contract Payment: With respect to any Contract, any portion of a -----------------------
payment of principal and interest on such Contract, that (a) is in excess of the
scheduled payment (or is an integral multiple thereof and has not been
identified by the Obligor as a Principal Prepayment), (b) is not a Principal
Prepayment and (c) is not part of the Liquidation Proceeds of such Contract or
the Repurchase Price of such Contract paid pursuant to Section 3.05.
Extension Fee: Any extension fee paid by the Obligor on a Contract. -------------
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto. ----
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate -----
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant -------------
to Section 4.10.
First Distribution Date: With respect to the Class A-1 Certificates, -----------------------
January 17, 2000, and with respect to the Class A-2 and Class R Certificates,
February 7, 2000.
FNMA: The Federal National Mortgage Association, a federally chartered and ----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Formula Principal Distribution Amount: As to any Distribution Date, an -------------------------------------
amount equal to the sum of (a) the Total Regular Principal Amount for such
Distribution Date, (b) any previously undistributed shortfalls in the
distribution of the Total Regular Principal Amount in respect of prior
Distribution Dates and (c) with respect to the Class A-2 Certificates, the Class
A-2 Holdover Amount as of the immediately preceding Distribution Date.
Fractional Interest: As to any Certificate, the product of (a) the -------------------
Percentage Interest evidenced by such Certificate multiplied by (b) the amount
derived from dividing the Certificate Balance of the Class represented by such
Certificate by the aggregate Certificate Balances of each Class.
Global Certificate: Any Certificate registered in the name of the
------------------
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository and as described in Section 6.06). On the Closing Date, only
the Class A Certificates will be Global Certificates.
GreenPoint: GreenPoint Credit, LLC, a Delaware limited liability company, ----------
its successors or assigns.
GreenPoint Bank: GreenPoint Bank, a New York state chartered savings bank, ---------------
and its successors and assigns.
Gross Margin: With respect to each Contract that has a variable Contract ------------
Rate, the percentage set forth as such on the Contract Schedule. -11-
Hazard Insurance Policy: With respect to each Contract, the policy of fire -----------------------
and extended coverage insurance (and federal flood insurance, if applicable)
required to be maintained for the related Manufactured Home, as provided in
Section 4.09 (which may be a blanket insurance policy maintained by the Servicer
in accordance with the terms and conditions of Section 4.09).
Independent Contractor: Either (i) any Person (other than the Servicer or ----------------------
the Trustee) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership test set forth in that
Section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates, or such other
interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee or the Trust Fund, delivered to the
Trustee), so long as the Trust Fund does not receive or derive any income from
such person and provided that the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer and the Trustee)
upon receipt by the Trustee of an Opinion of Counsel, which shall be at no
expense to the Trustee or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code).
Index: With respect to each Contract that has not converted its Contract -----
Rate from a variable rate to a fixed rate, the per annum rate equal to (i) the
monthly average yield on U.S. Treasury securities adjusted to a constant
maturity of one year (as compiled by the U.S. Treasury Department), in
accordance with the terms of the related Contract or (ii) Twelve-Month LIBOR in
effect with respect to such Contract.
Initial Class A-1 Certificate Balance: As set forth in Section 6.01. -------------------------------------
Initial Class A-2 Certificate Balance: As set forth in Section 6.01. --------------------------------------
Initial Contracts: The Contracts identified in the Contract Schedule -----------------
delivered pursuant to Section 2.01(a), all of which were originated on or before
November 30, 1999, and which have an aggregate principal balance as of the Cut-
Off Date of approximately $122,138,108.51.
Insurance Agreement: The Master Insurance and Reimbursement Agreement, -------------------
dated as of the December 16, 1999, among GreenPoint, GreenPoint Bank, the
Trustee and the Insurer, as amended, modified and supplemented from time to time
in accordance with its terms.
Insurer: MBIA Insurance Corporation and its successors and assigns. -------
Insurer Default: The failure by the Insurer to make a payment under the ---------------
Certificate Insurance Policy in accordance with its terms.
Interest Accrual Period: With respect to any Distribution Date for any -----------------------
Class, other than the First Distribution Date, the one month period beginning on
the Distribution Date occurring during the preceding Collection Period and
ending on the day preceding the Distribution Date -12-
occurring during the current Collection Period, and with respect to the First
Distribution Date, the period commencing on the Closing Date and ending on the
First Distribution Date.
Land Home Contract: A Contract that is secured by a mortgage or deed of ------------------
trust on real estate on which the related Manufactured Home is situated (as well
as by such related Manufactured Home).
Land Home Contract File: As to each Land Home Contract, (a) the original -----------------------
copy of the Land Home Contract, (b) the original related Mortgage with evidence
of recording thereon (or, if the original Mortgage has not yet been returned by
the applicable recording office, a copy thereof, certified by such recording
office, which will be replaced by the original Mortgage when it is so returned)
and any title document for the related Manufactured Home, (c) the assignment of
the Land Home Contract from the originator (if other than the Contract Seller)
to the Contract Seller, (d) if such Land Home Contract was originated by the
Contract Seller, an endorsement of such Land Home Contract by the Contract
Seller, and (e) any extension, modification or waiver agreement(s).
Late Payment Fees: Any late payment fees (including any not sufficient -----------------
funds fees) paid by Obligors on Contracts after all sums received have been
allocated first to regular installments due or overdue and all such installments
are then paid in full.
Latest Due Date: The latest date on which any Contract matures. ---------------
LIBOR: As of any LIBOR Determination Date and the Class A-1 Certificates, -----
the rate for deposits in United States dollars for a period equal to the
relevant Interest Accrual Period (commencing on the first day of such Interest
Accrual Period) which appears in the Telerate Page 3750 as of 11:00 a.m. London
time, on such date. If such rate does not appear on Telerate Page 3750, the
rate for that day will be determined on the basis of the rates at which deposits
in United States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London interbank
market for a period equal to the relevant Interest Accrual Period (commencing on
the first day of such Interest Accrual Period) and as quoted to the Trustee by
such Reference Banks. If at least two such quotations are provided, the rate
for that day will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted to major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a period equal to
the relevant Interest Accrual Period (commencing on the first day of such
Interest Accrual Period).
LIBOR Determination Date: With respect to any Interest Accrual Period, the ------------------------
second London business day preceding the commencement of such Interest Accrual
Period. For purposes of determining LIBOR, a "London business day" is any day
on which dealings in deposits of United States dollars are transacted in the
London interbank market.
Liquidated Contract: Any defaulted Contract as to which the Servicer has -------------------
determined that all amounts (other than amounts in respect of any Deficiency)
which it expects to recover from or on account of such Contract have been
recovered; provided that any defaulted Contract -------- -13-
in respect of which the related Manufactured Home and, in the case of Land Home
Contracts, Mortgaged Property, has been realized upon and liquidated and the
proceeds of such disposition have been received shall be deemed to be a
Liquidated Contract.
Liquidation Expenses: All reasonable out-of-pocket expenses (exclusive of --------------------
overhead expenses) which are incurred by the Servicer in connection with the
liquidation of any defaulted Contract, on or prior to the date on which the
related Manufactured Home, and, in the case of Land Home Contracts, Mortgaged
Property, is liquidated, including legal fees and expenses, any unreimbursed
amount expended by the Servicer pursuant to Sections 4.06, 4.07, 4.09 or 4.13
(to the extent such amount is reimbursable under the terms of Sections 4.06,
4.07, 4.09 or 4.13, as the case may be) with respect to such Contract, and any
unreimbursed expenditures for property taxes or other taxes or charges or for
property restoration or preservation that are related to such liquidation.
Liquidation Proceeds: Cash (including insurance proceeds other than those --------------------
applied to the restoration of the related Manufactured Home or Mortgaged
Property or released to the related Obligor in accordance with the normal
servicing procedures of the Servicer, but excluding Deficiency Amounts) received
in connection with the liquidation of defaulted Contracts, whether through
repossession or otherwise.
Loan-To-Value Ratio: The fraction, expressed as a percentage, the -------------------
numerator of which is the original principal balance of the related Contract and
the denominator of which is the Original Value of the related Manufactured Home.
Majority In Interest: As to any Class of Regular Certificates, the Holders --------------------
of Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.
Manufactured Home: A unit of manufactured housing which meets the -----------------
requirements of Section 25(e)(10) of the Code, securing the indebtedness of the
Obligor under the related Contract.
Market Agent: The meaning assigned in the Auction Procedures. ------------
Maximum Cap: With respect to each Contract, the amount set forth on the -----------
Contract Schedule pursuant to clause (v) of the definition thereof.
Minimum Termination Amount: As of any time after the Pool Scheduled --------------------------
Principal Balance is less than 10% of the Cut-Off Date Pool Principal Balance,
whether in the case of a Termination Auction or a purchase of Contracts by the
Servicer or the Residual Interest Holder pursuant to Section 10.01(a)(ii)
hereof, an amount equal to the sum of (a) the aggregate Class A Certificate
Balance, (b) any shortfall in interest due to the Class A Certificateholders in
respect of prior Distribution Dates, (c) one month's interest on the Class A-1
Certificate Balance at the Class A-1 Pass-Through Rate and (d) one month's
interest on the Class A-2 Certificate Balance at the Class A-2 Pass-ThroughRate.
Monthly Advance: As to any Distribution Date, the lesser of (1) (a) the ---------------
amount, if any, by which (i) the Scheduled Amount exceeds (ii) the Collected
Scheduled Payments, less (b) the -14-
amount of any scheduled payment on a Contract due during the related Collection
Period which the Servicer has determined would be a Nonrecoverable Advance if an
advance in respect of such scheduled payment were made and (2) the amount by
which the Available Distribution Amount (exclusive of the Monthly Advance
component thereof) for such Distribution Date is less than the sum of (a) the
Total Regular Principal Amount and (b) the sum of the Class A-1 Interest
Distribution Amount and the Class A-2 Interest Distribution Amount, provided,
however, that with respect to the first Distribution Date, the Monthly Advance
shall equal the amount, if any, determined pursuant to clause (2) above.
Monthly Advance Reimbursement Amount: Any amount received or deemed to be ------------------------------------
received by the Servicer pursuant to Section 5.01(b) or (c) in reimbursement of
a Monthly Advance made out of its own funds.
Monthly Report: The monthly report described in Section 5.04. --------------
Monthly Servicing Fee: As of any Distribution Date, an amount equal to ---------------------
one-twelfth of 1.00% per annum (or, in the case of a successor Servicer engaged
at any time after GreenPoint is no longer the Servicer, the percentage agreed
upon pursuant to Section 7.07) of the Pool Scheduled Principal Balance for such
Distribution Date.
Monthly Servicing Fee Subordination Event: As to any Distribution Date and -----------------------------------------
so long as GreenPoint is acting as the Servicer, a Monthly Servicing Fee
Subordination Event shall exist if the Three-Month Average Class A-2 Pass-
Through Rate exceeds Three-Month Average LIBOR by at least 0.50% per annum.
Moody's: Moody's Investors Service, Inc. or any successor thereto. -------
Mortgage: The mortgage, deed of trust, securit
