EXHIBIT 4.3.2
FORM OF REFERENCE AGREEMENT
(GRANTOR TRUST, FIXED RATE 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
CERTAIN STANDARD TERMS AND CONDITIONS
OF POOLING AND SERVICING
Dates as of ____________, 200__
__________________________________
Conduit Manufactured Housing Contract
Pass-Through Certificates, Series ___
___% Pass-Through Rate
TABLE OF CONTENTS
Section Page
ARTICLE I CONVEYANCE OF TRUST FUND; DESCRIPTION OF THE CERTIFICATES........2
SECTION 1.01. Designation.............................................2
SECTION 1.02. Conveyance of Trust Fund; Issuance of Certificates......2
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.......................................6
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............................................7
SECTION 1.15. Wire Transfer Eligibility...............................7
SECTION 1.16. Required Rating.........................................7
SECTION 1.17. Pool Insurance Policy...................................7
SECTION 1.18. Special Hazard Insurance Policy.........................7
SECTION 1.19. Performance Bond........................................7
SECTION 1.20. Warranty and Servicing Agreements.......................7
SECTION 1.21. Custodial Agreements....................................7
SECTION 1.22. Retained Yield; Administrative Fee; Servicing
Compensation............................................7
SECTION 1.23. Cut-off Date............................................8
SECTION 1.24. Certificate Registrar...................................8
SECTION 1.25. Authenticating Agent....................................8
SECTION 1.26. Paying Agent............................................8
SECTION 1.28. Limited Guarantee and Guarantee Amount..................8
SECTION 1.29. Limited Guarantee Fee...................................8
ARTICLE II DEFINITIONS.....................................................8
ARTICLE III PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.................11
SECTION 3.01. Certificate Account....................................11
SECTION 3.02. Distributions..........................................11
SECTION 3.03. Monthly Statements to Certificateholders...............11
ARTICLE IV OPTIONAL TERMINATION...........................................12
SECTION 4.01. Repurchase at the Option of the [Depositor]............12
SECTION 4.02. Procedure Upon Optional Termination....................13
ARTICLE V MISCELLANEOUS...................................................14
SECTION 5.01. Standard Terms.........................................14
SECTION 5.02. Ratification of Standard Terms.........................14
SECTION 5.03. Amendment..............................................14
SECTION 5.04. Counterparts...........................................14
SECTION 5.05. Governing Law..........................................15
SECTION 5.06. Recordation of Agreement...............................15
SECTION 5.07. Severability of Provisions.............................15
EXHIBITS
Form of Class A Certificate............................................. A-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 herein, to the extent permitted
herein, of the Standard Terms and Provisions of Pooling and Servicing (the
"Standard Terms") attached hereto, to provide for the issuance of its Conduit
Manufactured Housing Contract Pass-Through Certificates, Series __, issued as
provided herein and delivered by the Trustee to the Depositor as provided
hereunder. The Reference Agreement, incorporating the Standard Terms, is
sometimes referred to herein as the Agreement. All references herein to
Sections or Articles of the Agreement shall be construed to mean Sections or
Articles of this Reference Agreement or of the Standard Terms as the Section
numbers and context may require, and capitalized terms used herein shall have
the meanings ascribed to them in the Standard Terms or this Reference
Agreement. The Depositor is the owner of the Contracts (as hereinafter
defined) and the other property being conveyed by it to the Trustee as part of
the Trust Fund (as hereinafter defined) and has duly authorized the execution
and delivery of this Agreement to provide for the conveyance to the Trustee of
the Trust Fund. All covenants and agreements made by the Depositor herein and
in the Standard Terms are for the benefit and security of the
Certificateholders. The Depositor is entering into this Reference Agreement
and the Standard Terms, and the Trustee is accepting the trusts created hereby
and thereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
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-Thorough Certificates, Series ____, ___%
Pass-Through Rate (the "Certificates").
SECTION 1.02. Conveyance of Trust Fund; Issuance of Certificates.
In exchange for the Certificates, the Depositor hereby sells,
transfers, assigns, delivers, sets over and otherwise conveys to the Trustee,
without recourse, for the benefit of all present and future Holders of the
Certificates, all of the Depositor's right, title and interest (other than
with respect to any Retained Yield specified in Section 1.22) in and to (a)
the Contracts listed in Schedule I to this Agreement, which the Depositor
causes to be delivered to the Trustee, together with the Contract Files
relating to the Contracts and the other property in respect of such Contracts,
as specified in Section 2.01, and the proceeds thereof payable after the
Cut-off Date, net of any amounts payable to the Servicers, the Master Servicer
and the Depositor in accordance with the provisions of the Standard Terms, (b)
property that secured a Contract and has been acquired by Repossession, (c)
the Insurance Policies, if any, relating to the Contracts, (d) [the
Performance Bond and the proceeds thereof, as provided in Section 3.17, (e)]
the Depositor's rights under the Warranty and Servicing Agreements with
respect to the Contracts, (f) the Certificate Account and all amounts
deposited therein pursuant to the applicable provisions of the Agreement, net
of amounts payable to the Servicers, the Master Servicer and the Depositor, as
provided in Sections 3.18 and 3.19, and net of any Retained Yield and
Administrative Fee payable to the Depositor, as specified in Sections 3.19 and
1.22, and (g) all proceeds of the conversion, voluntary or involuntary, of any
of the foregoing into cash or other liquid property.
The Trustee acknowledges the transfer and assignment to it of the
Contracts and the delivery of the Contract Files to it (or, with respect to
Contracts subject to a Custodial Agreement, to the respective Custodian on its
behalf) and the other property included in the Trust Fund, all to the extent
provided above and in Section 2.01, and, concurrently with such delivery, has
delivered to or upon the order of the Depositor, in exchange for the
Contracts, Certificates duly authenticated and duly executed by the Trustee in
authorized Denominations evidencing the entire ownership of the Trust Fund.
The Trustee agrees to hold the Trust Fund and exercise the rights referred to
above for the 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 Sections 11.02 and
2.01, the Depositor hereby delivers to and/or deposits with the Trustee the
following documents, instruments and property related to the Certificates:
(1) Opinion of Counsel. Opinion(s) of Counsel (in which such counsel
is entitled to rely upon certificates, opinions or representations as to
matters of fact by Authorized Officers of the Depositor or the Trustee and
governmental officials and, as to matters involving the laws of any state
other than the state in which such counsel is admitted to practice, upon an
Opinion of Counsel satisfactory to the Trustee) addressed to the Trustee to
the effect that:
(a) the Depositor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
________, with corporate power to own its properties, to conduct its business
as now conducted by it and to enter into and perform its obligations under
this Agreement;
(b) assuming due execution and delivery thereof by the Trustee,
this Agreement, as executed and delivered by the Depositor, is the valid,
legal and binding obligation of the Depositor, enforceable in accordance with
its terms subject to bankruptcy, reorganization, insolvency and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity;
(c) the Certificates, assuming that they have been duly and
validly authorized, executed, delivered and issued by the Trustee, will, when
authenticated by the Certificate Registrar pursuant to this Agreement and
delivered to or upon the order of the Depositor, be valid, legal and binding
instruments, entitled to the benefits of this Agreement;
(d) immediately prior to the conveyance thereof to the Trustee,
the Depositor had the corporate power and authority to convey the Contracts
and other property included in the Trust Fund to the Trustee pursuant to this
Agreement;
(e) such action has been taken with respect to delivery of
possession of the Contracts and other property included in the Trust Fund on
the Delivery Date and with respect to the execution and delivery of all
requisite documents as is necessary to make effective the conveyance of such
property to the Trustee, with either the details of such action recited
therein, or the absence of any such action being necessary to make such
conveyance effective stated therein;
(f) the Depositor has effectively conveyed to the Trustee all of
its right, title and interest in and to the Contracts and other property
included in the Trust Fund on the Delivery Date;
(g) this Agreement is not required to be qualified under the
Trust Indenture Act of 1939; the Trust Fund created by this Agreement is not
required to be registered under the Investment Company Act of 1940, as
amended; the Registration Statement is effective under the Securities Act of
1933, as amended (the "Securities Act"), and to the best of such counsel's
knowledge, no stop order suspending such effectiveness has been issued;
(h) no consent, approval, authorization or order of any state or
Federal court or governmental agency or body is required for the consummation
by the Depositor of the transactions contemplated herein, except such as may
under the blue sky laws of any jurisdiction in connection with the acquisition
of Certificates and such other approvals as have been obtained; and
(i) the issue and sale of the Certificates and the fulfillment of
the terms of this Agreement will not conflict with or result in a breach or
violation of, any term or provision of, or constitute a default under, the
certificate of incorporation or by-laws of the Depositor, or, to the knowledge
of such counsel, any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound, or any statute or regulation
applicable to the Depositor or, to the knowledge of such counsel, any order of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over the Depositor.
(2) The Contracts. The Contracts included in the Trust Fund, in the
manner specified in Section 2.01.
(3) Performance Bond, Special Hazard Insurance Policy and Pool
Insurance Policy. The Performance Bond, the Special Hazard Insurance Policy
and the Pool Insurance Policy.
(4) Officers' Certificate of Insurers. An Officers' Certificate of
the Pool Insurer, to the effect that the Pool Insurance Policy is in full
force and effect, subject to its terms and conditions, with respect to the
Contracts specified in such Officers' Certificate, an Officers' Certificate of
the Special Hazard Insurer, to the effect that the Insurance Policy issued by
such Insurer is in full force and effect, subject to its terms and conditions,
with respect to the Contracts and an Officers' Certificate of the issuer of
the Performance Bond to the effect that the Performance Bond is in full force
and effect with respect to the obligations of the Master Servicer under this
Agreement.
(5) Opinion of Counsel for Insurers. An Opinion of Counsel for each
Insurer dated the Delivery Date, to the effect that:
(a) the Insurer is duly organized, validly existing under the
laws of the state of its incorporation, is duly qualified to do business in
all jurisdictions where the nature of its operations as contemplated by the
Insurance Policy issued by such Insurer legally requires such qualification,
and has the power and authority (corporate and other) to issue, and to take
all action required of it under, such Insurance Policy;
(b) the execution, delivery and performance by the Insurer of the
Insurance Policy issued by such Insurer has been duly authorized by all
necessary corporate action on the part of the Insurer, and under present law
does not and will not contravene any law or governmental regulation or order
presently binding on the Insurer or the charter or the by-laws of the Insurer
or contravene any provision of or constitute a default under any indenture,
contract or other instrument to which the Insurer is a party or by which the
Insurer is bound;
(c) the execution, delivery and performance by the Insurer of the
Insurance Policy issued by such Insurer does not require the consent or
approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any federal, state or other governmental
agency or authority that has not previously been effected; and
(d) the Insurance Policy issued by such Insurer has been duly
issued and constitutes a legal, valid and binding agreement of the Insurer,
enforceable against the Insurer in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally or by
general principles of equity.
(6) Opinion of Counsel to the Master Servicer. An Opinion of
Counsel to the Master Servicer, dated not later than the Delivery Date, to the
effect that:
(a) the Master Servicer is a duly organized and validly existing
corporation in good standing under the laws of the State of ___________; the
Master Servicer is duly qualified to do business as a foreign corporation in
and is in good standing under the laws of each jurisdiction where the nature
of its operations as contemplated by this Agreement requires such
qualification;
(b) the Master Servicer has the corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby; the execution, delivery and performance of this Agreement have been
duly authorized by all requisite corporate action on the part of the Master
Servicer and (i) do not conflict with or result in, or will not conflict with
or result in, a breach of the [certificate] [articles] of incorporation or
by-laws of the Master Servicer, or, to such counsel's knowledge, any of the
provisions of any indenture, mortgage, contract or other instrument to which
the Master Servicer is a party or by which it is bound or (ii) do not result
in the creation or imposition of any lien, charge or encumbrance upon any of
its property pursuant to the terms of any such indenture, mortgage, contract
or other instruments; and
(c) this Agreement constitutes a legal, valid and binding
agreement of the Master Servicer, enforceable against the Master Servicer in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws affecting
creditors' rights generally and to principles of equity.
SECTION 1.04. Denominations.
A Single Certificate will be issued in a minimum denomination of
$__________. The Certificates will be issued in fully registered form only in
minimum Denominations of $__________ and integral multiples thereof [and one
Certificate may be issued in such denomination as may be necessary to
represent the remainder of the Principal Balance of the Contracts on the
Cut-off Date.]
SECTION 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 Article XIII 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 Master Servicer maintained for such
purpose in the Borough of Manhattan, City and State of New York pursuant to
Section 5.02.
(b) Notice of final distribution on any Certificate on any
Distribution Date or Optional Termination Date shall be mailed no later than
the tenth day prior to the applicable Distribution Date or Optional
Termination Date.
SECTION 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 Contract Schedule attached
hereto as Schedule I.
SECTION 1.12. Forms Generally.
The Certificates and the Certificate Registrar's certificate of
authentication shall be in substantially the forms set forth in Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may in the
judgment of the Master Servicer, the Trustee or the Depositor be necessary,
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 Contracts 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 in the manner and subject to
the conditions set forth in Section 2.07.
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. Pool Insurance Policy.
A specimen of the Pool Insurance Policy with respect to the
Contracts, naming the Trustee as loss payee, is attached as hereto as Exhibit
[ ]. The Pool Insurer is _________________, a _______________ corporation.
SECTION 1.18. Special Hazard Insurance Policy.
A specimen of the Special Hazard Insurance Policy with respect to the
Contracts, naming the Trustee as loss payee, is attached as Exhibit [ ]
hereto. The Special Hazard Insurer is _______________________, a ____________
corporation.
SECTION 1.19. Performance Bond.
A specimen of the Performance Bond is attached as Exhibit [ ] hereto.
The Performance Bond has been issued by ____________________, a
______________________ corporation.
SECTION 1.20. Warranty and Servicing Agreements.
The Warranty and Servicing Agreements with respect to the Contracts
included in the Trust Fund are listed on Schedule [ ] hereto.
SECTION 1.21. Custodial Agreements.
The Custodial Agreements with respect to the Contracts included in
the Trust Fund are listed on Schedule [ ] hereto.
SECTION 1.22. Retained Yield; Administrative Fee; Servicing
Compensation.
On each Distribution Date, the Master Servicer shall remit to the
Depositor, by wire transfer of immediately available funds, from payments of
interest and other collections with respect to interest on the Contracts
deposited in the Certificate Account a Retained Yield equal to ____% of the
Principal Balance of each Contract and an Administrative Fee equal to _____%
of the Principal Balance of each Contract as provided in Section 3.19. The
Master Servicer shall be entitled to retain an amount in respect of each
interest payment on a Contract equal to the excess of each interest payment on
such Contract over the sum of (i) the Retained Yield, (ii) the Administrative
Fee and (iii) the Pass-Through Rate, as provided in Section 3.19, and such
other amounts as provided in accordance with the provisions of the Standard
Terms.
SECTION 1.23. Cut-off Date.
The Cut-off Date is ___________, 200__.
SECTION 1.24. Certificate Registrar.
The Certificate Registrar is the Trustee.
SECTION 1.25. Authenticating Agent.
The Authenticating Agent is the Trustee.
SECTION 1.26. Paying Agent.
The Paying Agent is the Master Servicer.
[SECTION 1.27. Limited Guarantor.
The Limited Guarantor is ____________________.
SECTION 1.28. Limited Guarantee and Guarantee Amount.
[Relevant description and amounts to be provided.]
SECTION 1.29. Limited Guarantee Fee.
The Limited Guarantee Fee is ____________________.]
[SECTION 1.30. Applicability of Certain Provisions of Standard Terms.
The provisions of Section 2.03(b) shall be applicable to the
Certificates; the provisions of Sections 3.23 and 3.24 shall not be applicable
to the Certificates.]
ARTICLE 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 annual percentage rate of interest on a Contract.
Administrative Fee: The percentage rate per annum of the Principal
Balance from time to time of each Contract that is payable to the Depositor
out of each interest payment on a Contract as compensation for the performance
of duties related to the administration of the Trust Fund, which percentage is
set forth in Article XI.
Agreement:: The Standard Terms and Provisions of Pooling and
Servicing together with this Reference Agreement, and all amendments and
supplements hereto.
Authenticating Agent:: The authenticating agent specified in Section
11.26.
Certificate: Any one of the Certificates executed by or on behalf of
the Depositor and authenticated by or on behalf of the Trustee in
substantially the form set forth in Exhibit A hereto.
Certificate Registrar: The registrar appointed and identified in
Section 11.25.
Certificateholder: The registered holder of a Certificate.
Contracts: The Contracts listed on the Contract Schedule attached
hereto.
Contract Schedule: The list of Contracts transferred on the Delivery
Date to the Trustee as part of the Trust Fund for the Certificates, which list
is attached hereto as Schedule I.
Deleted Contract: A Contract replaced or to be replaced by a
Substitute Contract.
Delivery Date: ________________________, 200__.
Denomination: For each Certificate, the amount designated as such on
the face thereof, the aggregate of the Denominations of the Certificates being
equal to the aggregate of the Principal Balances of the Contracts on the
Cut-off Date, exclusive of principal payments due and payable on or before
such date.
Distribution Date: The _______ day of each month, or if such day is
not a Business Day, the Business Day immediately following such day,
commencing ____________ _____, 200__.
Due Date: The first day of the month in which the related
Distribution Date occurs.
[Insurance Policy: Any one of the Pool Insurance Policy or Special
Hazard Insurance Policy.]
Insurer: Any one of the Pool Insurer, the Special Hazard Insurer and
the issuer of the Performance Bond, as the context may require.
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.
Pass-Through Rate: The annual rate of interest set forth on the face
of the Certificates. Any monthly remittance of interest at such rate shall be
based upon annual interest at such rate on the Principal Balance of the
related Contract divided by twelve.
[Performance Bond: The performance letter issued by __________, a
specimen of which is attached hereto as Exhibit ___.
Pool Insurance Policy: The policy of pool credit insurance, naming
----- the Trustee as loss payee, a specimen of which is attached hereto as
Exhibit ___ or any replacement policy therefor obtained pursuant to Section
[3.13].
Repurchase Price: The price, calculated as set forth in Section 4.01,
to be paid by the Depositor in connection with the repurchase of the Contracts
pursuant to an Optional Termination.
Retained Yield: The percentage rate per annum of the Principal
Balance from time to time of each Contract that is retained by the Depositor
and payable out of each interest payment on a Contract, which percentage is
set forth in Article I and in the Contract Schedule.
Single Certificate: A Certificate issued in a minimum Denomination of
$_________ as set forth in Section [1.04].
Special Hazard Insurance Policy: The policy of special hazard
insurance, naming the Trustee as loss payee, a specimen of which is attached
as Exhibit ___ to this Agreement or any replacement policy obtained pursuant
to Section [3.14].
Special Hazard Insurer: The insurer named in Article I or the named
insurer in any replacement policy obtained pursuant to Section [3.14].
Substitute Contract: A Contract substituted by the Depositor or the
related Servicer for a Deleted Contract which must, on the date of such
substitution: (i) have an Outstanding Principal Balance, after deduction of
the principal portion of the monthly payment due in the month of substitution
[or in the case of a substitution of more than one Contract for a Deleted
Contract, an aggregate Outstanding Principal Balance], not in excess of the
Outstanding Principal Balance of the Deleted Contract [and not less than
_____% of Outstanding Principal Balance of the Deleted Contract] (the amount
of any shortage will be deposited by the Depositor or the Servicer in the
Certificate Account and distributed by the Master Servicer to
Certificateholders in the month of substitution); (ii) have an APR not less
than the APR of the Deleted Contract but not greater than ____% in excess of
the APR of the Deleted Contract; (iii) have a remaining term to maturity not
greater than _____ years and not more than _____ years less than the remaining
term of the Deleted Contract; and (iv) comply with each representation and
warranty set forth in Section 2.04 or in the related Warranty and Servicing
Agreement.
Trust Fund: The corpus of the trust created by this Agreement
consisting of: (i) the Contracts described in the Contract Schedule, exclusive
of the Retained Yield, (ii) all distributions thereon payable after the
Cut-off Date, other than as provided herein, (iii) property that secured a
Contract and has been acquired by foreclosure or deed in lieu of foreclosure,
(iv) amounts remitted from time to time to the Master Servicer and held from
time to time by the Master Servicer in the Certificate Account, net of the
amounts payable to the Master Servicer, as provided in this Agreement, (v) the
rights of the Certificateholders in the Primary Credit Insurance Policies, the
Pool Insurance Policy, the Special Hazard Insurance Policy and any other
insurance policies with respect to the Contracts, (vi) the rights of the
Certificateholders in the Performance Bond and the proceeds thereof and (vii)
the Depositor's rights under the Warranty and Servicing Agreements with
respect to the Contracts included in the Trust Fund.
Voting Rights: The portion of the aggregate voting rights of all the
Certificates, evidenced by a Certificate, which is obtained by dividing the
Denomination of such Certificate by the aggregate Denominations of all of the
Certificates.
ARTICLE III
PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
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]. 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] 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. 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. Monthly Statements to Certificateholders.
Prior to or concurrently with each distribution from the Certificate
Account to the Certificateholders made on a Distribution Date, the Master
Servicer shall cause to be forwarded by mail to each Certificateholder and to
the Trustee a statement setting forth:
(i) the amount of such distribution representing principal
on the Contracts, separately identifying the aggregate amount of any
Principal Prepayments included therein, and the portion of such
distribution, if any, representing a Monthly Advance of principal;
(ii) the amount of such distribution representing interest
on the Contracts and the portion of such distribution, if any,
representing a Monthly Advance of interest;
(iii) the amount of servicing compensation received by the
Servicers and the Master Servicer with respect to the monthly period
preceding the related Distribution Date and such other customary
information as the Master Servicer deems necessary or desirable to enable
Certificateholders to prepare their tax returns;
(iv) the amount of Retained Yield and the Administrative Fee
paid to the Depositor;
(v) the aggregate Principal Balance of the Contracts on the
Due Date of the month of such distribution, after giving effect to
payments on the Contracts due on the Due Date and distributed to
Certificateholders on the Distribution Date;
(vi) the book value of any collateral acquired on behalf of
Certificateholders through Repossession or otherwise of any Manufactured
Home;
(vii) the number and aggregate Principal Balance of
Contracts (1) more than 30 days delinquent; (2) more than 60 days
delinquent; and (3) in foreclosure as of the close of business on a date
not earlier than the Due Date; and
(viii) the amount of coverage remaining under the Pool
Insurance Policy and the Special Hazard Insurance Policy after giving
effect to any amount with respect thereto distributed to
Certificateholders on the Distribution Date.
In the case of information furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount per Single
Certificate.
Upon reasonable advance notice in writing, the Master Servicer shall
provide to each Certificateholder that is a savings and loan association, bank
or insurance company certain reports and access to information and
documentation regarding the Contracts sufficient to permit such
Certificateholders to comply with applicable regulations of the Federal Home
Loan Bank Board or other regulatory authorities with respect to their
investment in the Certificates; provided, however, that the Master Servicer
shall be entitled to be reimbursed by such Certificateholders for the actual
expenses incurred by the Master Servicer in providing such reports and access.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (i) through (iv) of this
Section 3.03 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code as from time to time in effect.
ARTICLE 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 aggregate Principal Balance of the Contracts as of the date of
repurchase, together with accrued and unpaid interest thereon at the Pass-
Through Rate through the last day of the month of such repurchase, plus the
appraised value of any property acquired in respect thereof. The right of the
[Depositor] to repurchase the Contracts is conditioned on the [Depositor's]
having previously given notice of termination as required by Section 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 date notice is to be mailed
to the Certificateholders (unless a shorter period shall be satisfactory to
the Master Servicer and the Trustee), notify the Master Servicer and the
Trustee of such Optional Termination Date, and of the Repurchase Price of the
Contracts to be repurchased.
(b) Any repurchase by the [Depositor] of the Contracts shall be made
on the Optional Termination Date by deposit of the Repurchase Price into the
Certificate Account on or before the Distribution Date on which such
repurchase is effected. Upon receipt by the Trustee of an Officers'
Certificate of the Master Servicer certifying as to the deposit of the
Repurchase Price into the Certificate Account, the Trustee and each co-trustee
and separate trustee, if any, then acting as such under this Agreement, shall,
upon request of the [Depositor] and at the expense of the [Depositor], execute
and deliver all such instruments of transfer or assignment, in each case
without recourse, as shall be reasonably requested by the [Depositor] to vest
title in the Contracts so repurchased to the [Depositor] and shall transfer or
deliver or shall cause the applicable Custodian to transfer or deliver to the
[Depositor] or its designee the repurchased Contracts. Any distributions on
the Contracts received by the Trustee or the Master Servicer subsequent to the
Optional Termination Date shall be promptly remitted by it to the [Depositor].
(c) Notice of any Optional Termination pursuant to the provisions of
this Article 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 10th day preceding the Optional Termination
Date. Such notice shall specify: (A) the Distribution Date upon which final
distribution on the Certificates will the made upon presentation and surrender
of the Certificates at the office or agency of the Master Servicer therein
designated, (B) the amount of such final distribution and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, such
distribution being made only upon presentation and surrender of 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
Holders of Certificates an amount equal to the Repurchase Price. Payments
received by the Master Servicer with respect to the Contracts in excess of the
Repurchase Price, after giving effect to any amounts to be retained or
distributed by it pursuant to Section [3.12], shall be promptly remitted by
the Master Servicer to the [Depositor].
ARTICLE 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 be amended from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of
Certificates evidencing, in the aggregate, not less than 66% of the Voting
Rights of all the Certificates for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of the Certificates;
provided, however, that no such amendment may, without the consent of the
Holders of Certificates evidencing 100% of the Voting Rights of the
Certificates: (i) reduce in any manner the amount of, delay the timing of or
change the manner in which payments received on Contracts are required to be
distributed with respect to any Certificate, or (ii) reduce the aforesaid
percentages of Certificates, the Holders of which are required to consent to
any such amendments.
Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
SECTION 5.04. Counterparts.
For the purpose of facilitating the recordation of this Reference
Agreement as herein provided and for other purposes, this Reference Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 5.05. Governing Law.
This Reference Agreement shall be construed in accordance with and
governed by the substantive laws of the [State of ____________________]
applicable to agreements made and to be performed in the [State of
_______________] and the obligations, rights and remedies of the parties
hereto and of the Certificateholders shall be determined in accordance with
such laws.
SECTION 5.06. Recordation of Agreement.
This Reference Agreement is subject to recordation in all appropriate
public offices for records in all the counties or other comparable
jurisdictions in which any or all of the Manufactured Homes are situated, and
in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Master Servicer at the expense of the
[Depositor] or upon direction by the Trustee, but only upon direction by the
Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.
SECTION 5.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Reference Agreement or of the Certificates or the rights of the
Holders thereof.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized and their respective seals, duly attested,
to be hereunto affixed, all as of the day and year first above written.
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 __________, 200__, 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 ______________ )
) ss.:
COUNTY OF _____________ )
On this __________ day of __________, 200__, 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 ______________ )
) ss.:
COUNTY OF _____________ )
On this __________ day of __________, 200__, 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 Certificate]
PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS
SET FORTH HEREIN; ACCORDINGLY, THE UNPAID PRINCIPAL BALANCE OF THE CONTRACTS
AT ANY TIME MAY BE LESS THAN THE PRINCIPAL AMOUNT SET FORTH ON THIS
CERTIFICATE. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION
OF [ ] OR OF ANY OF ITS AFFILIATES EXCEPT AS SET FORTH HEREIN AND IN THE
AGREEMENT.
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES, SERIES ____
_______% PASS-THROUGH RATE
evidencing an undivided interest in a trust fund consisting of certain
manufactured housing conditional sales contracts and installment sales
agreements transferred by
[ ] [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 PREPAYMENTS): ____%
SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT
OID ALLOCABLE TO SHORT ACCRUAL PERIOD: ___%
CUSIP: ______________
ISSUE PRICE: ___________%]
Certificate No. ___________ $__________ DENOMINATION
First Distribution Final Scheduled
Date: _____, 200_ Distribution Date: __________, 200__
THIS CERTIFIES THAT ___________________ is the registered owner of
the pro rata undivided interest obtained by dividing the Denomination set
forth above by the aggregate Denominations of all the Certificates in the
Trust Fund referred to below consisting of certain manufactured housing
conditional sales contracts and installment sales agreements (the "Contracts")
sold to the Trust by [ ] (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
__________, 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 hereinbelow. The aggregate Principal Balance of the Contracts included
in the Trust Fund 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 trough fully set
forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
Date: ________________ [NAME OF TRUSTEE],
as Trustee
By:____________________________
[TITLE] [SEAL]
ATTEST
____________________________
Authorized officer of
[Name of Trustee]
[Form of certificate of Authentication)
THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED AGREEMENT
[________________________________]
REGISTRA
By _____________________________
AUTHORIZED OFFICER
(FORM OF REVERSE OF CERTIFICATE]
[ ]
CONDUIT MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES, SERIES _____
_____% PASS-THROUGH RATE
This Certificate is one of a duly authorized issue of Certificates of
[ ] designated as its Conduit Manufactured Housing Contract Pass-Through
Certificates, Series ___, ___% Pass-Through Rate (the "Certificates") issued
under and subject to the terms, provisions and conditions of the Agreement.
Reference is hereby made to the Agreement for a statement of the respective
rights thereunder of the Depositor, the Master Servicer, the Trustee and the
Holders of the Certificates and the terms upon which the Certificates are
authenticated and delivered. This Certificate represents the undivided
interest obtained by dividing the Denomination set forth on the face hereof by
the aggregate Denominations of all Certificates in (i) the Contracts and the
proceeds thereof payable after the Cut-off Date, net of any amounts payable to
the Depositor, the Master Servicer and the Servicers in accordance with the
provisions of the Agreement, (ii) the Certificate Account and all amounts
deposited therein pursuant to the applicable provisions of the Agreement, net
of the Retained Yield, the Administrative Fee and amounts payable to the
Servicers, the Master Servicer and the Depositor, as provided in the
Agreement, (iii) property acquired by repossession or otherwise with respect
to the Contracts and (iv) the interest of the Certificateholders in the [Pool
Insurance Policy, the Performance Bond, Special Hazard Insurance Policy,
Alternative Credit Support], and all proceeds thereof as provided in the
Agreement (such Contracts, funds, property and interests are herein
collectively called the "Trust Fund").
The Master Servicer shall distribute on the ___ day of each month,
or, if such _____ day is not a Business Day, the Business Day immediately
following such _____ day (the "Distribution Date"), commencing __________
_____, 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 in the
Trust Fund and the aggregate of (i) all previously undistributed payments or
other receipts on account of principal (including Principal Prepayments, if
any) and interest on the Contracts, exclusive of the Retained Yield, subject
at any time to the Agreement, including any Liquidation Proceeds, received by
the Master Servicer after the Cut-off Date as set forth on the face hereof, or
received on or prior to the Cut-off Date but due thereafter, and prior to the
Determination Date except: (a) payments that were due and payable on or before
the Cut-off Date; (b) Principal Prepayments and Liquidation Proceeds and all
proceeds of any Contracts or property acquired in respect thereof repurchased
pursuant to Sections 2.02, 2.04, 2.05 and 9.01 of the Agreement received
during the month of distribution and all related payments of interest
representing interest for the month of distribution or any portion thereof;
(c) payments, other than Principal Prepayments, that represent early receipt
of scheduled payments of principal and interest due on or after the first day
of the month of distribution; (d) late payments of principal or interest in
respect of which there are any unreimbursed Monthly Advances; (e) amounts
representing reimbursement for certain losses and expenses, all as described
in the Agreement; (f) that portion of each payment of interest on each
Contract in excess of interest at the Pass-Through Rate set forth above on the
unpaid principal balance of such Contract outstanding for the period for which
such payment was received; and (g) to the extent specified in the Agreement,
that portion of the Liquidation Proceeds of Contracts in excess of the unpaid
principal balances thereof and unpaid interest thereon; and (ii) the Monthly
Advance, if any, made by the Master Servicer for the related period. For the
purposes hereof, amounts received by the Master Servicer in connection with
the liquidation of Contracts through repossession, sale or otherwise shall be
deemed to be payments on account of principal of Contacts.
Distributions on this Certificate will be made by the Master Servicer
by check mailed to the address of the Holder hereof entitled thereto at the
address appearing in the Certificate Register or, if eligible for wire
transfer as set forth in Section [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 final distribution and only upon presentation and
surrender of this Certificate at the office or agency designated in such
notice.
As provided in the Agreement, deductions and withdrawals from the
Certificate Account may be made by the Master Servicer from time to time for
purposes other than distributions to the Certificateholders, such purposes
including payment of the Retained Yield and Administrative Fee to the
Depositor and reimbursement to the Master Servicer of Monthly Advances and of
certain expenses incurred by it.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Master Servicer, the Depositor and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66% of the
Voting Rights of all the Certificates; provided, however, that no such
amendment may, without the consent of the Holders of all Certificates then
outstanding: (i) reduce in any manner the amount of, delay the timing of or
change the manner in which payments received on Contracts are required to be
distributed in respect of any Certificate, or (ii) reduce the aforesaid
percentages of Certificates, the Holders of which are required to consent to
any such amendments. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the Master Servicer,
the Depositor and the Trustee to amend certain terms and conditions set forth
in the Agreement without the consent of Holders of the Certificates issued
thereunder.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register maintained by the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained
for that purpose by the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of
authorized denominations and for the same aggregate Denomination and undivided
interest will be issued to the designated transferee or transferees.
The Certificates are issuable only in registered form in minimum
Denominations of $_______, and integral multiples of $____ in excess thereof,
and one Certificate may be issued in such Denomination as may be necessary to
represent the remainder of the aggregate Principal Balance of the Contracts on
the Cut-off Date. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for one or
more new Certificates of authorized Denominations evidencing a like aggregate
undivided interest, as requested by the Holder surrendering the same.
No service charge will be made for such registrations, transfers or
exchanges, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Master Servicer, the Certificate Registrar and the Trustee and any agent of
the Master Servicer, the Certificate Registrar or the Trustee may treat the
Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Master Servicer, the Certificate Registrar nor
the Trustee nor any such agent thereof shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligation of the Master Servicer to provide for
payments to Certificateholders pursuant to the Agreement) shall terminate upon
the earlier of: (a) the repurchase by the [Depositor] from the Trust Fund of
all Contracts remaining In the Trust Fund and all property acquired with
respect thereto and (b) the later of: (i) the maturity or other liquidation of
the last Contract subject thereto and the disposition of all property acquired
upon repossession and (ii) the distribution to Certificateholders of all
amounts in the Certificate Account required to be distributed to them pursuant
to the Agreement. Any such purchase by the [Depositor] will be made at a price
equal to the aggregate outstanding Principal Balance of the Contracts as of
the date of repurchase, together with accrued and unpaid interest thereon at
the Pass- Through Rate to the last day of the month of such repurchase, plus
the appraised value of any property acquired in respect thereof. The Agreement
permits, but does not require, the [Depositor] to make such purchase on any
Distribution Date, subject to the condition that the aggregate Principal
Balance of the Contracts at the time of purchase is less than __% of the
aggregate Principal Balance of the Contracts on the Cut-off Date. The exercise
of such right will effect early retirement of the Certificates.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(Please print or typewrite name and address, including postal zip code,
or assignee)
the undivided interest in the Trust Fund evidenced by the within Certificate
and hereby authorize(s) the transfer of registration of such interest to the
assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of a
like Denomination and undivided interest in the Trust Fund to the above names
assignee and to deliver such Certificate to the following address:
___________________________________________________________________________
___________________________________________________________________________
Dated: _________
Social Security or other Tax _________________________________
Identification No. of Assignee Signature by or on behalf 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 the wire transfer in immediately
available funds to ___________________________________________________________
_______________________________________________________________________
the account of _____________________________________, account number
____________, or, if mailed by check, to ________________. This information is
provided by the assignee named above, or its agent.
Schedule I
CONTRACT SCHEDULE
[Each Contract shall be identified by loan number, address of the
Manufactured Home and name of the Obligor. The following details shall be set
forth as to each Contract: (i) the Principal Balance at the time of its
origination, (ii) the adjusted Principal Balance as of the Cut-off Date, (iii)
the APR, (iv) the scheduled monthly payment of principal and interest, (v) the
first payment date, (vi) the original term, (vii) the Contract Loan-to-Value
Ratio at origination and (viii) the Retained Yield.]