EXHIBIT 4.3
SPREAD ACCOUNT PLEDGE AGREEMENT
This Spread Account Pledge Agreement is dated as of September 1, 1997,
between Green Tree RECS II Guaranty Corporation (the "Pledgor"), U.S. Bank
National Association, as Collateral Agent (together with its permitted
successors hereunder, the "Collateral Agent"), and First Trust National
Association, as Trustee (the "Trustee") of Green Tree Recreational, Equipment &
Consumer Trust 1997-C (the "Trust").
Green Tree Financial Corporation ("Green Tree") has sold a pool of
retail installment sales contracts and promissory notes for the purchase of a
variety of consumer products and retail installment sales contracts and
promissory notes financing home improvements (the "Contracts") under a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of
September 1, 1997 between Green Tree, as originator of the Trust and servicer,
and the Trustee, as trustee. On the establishment of the Trust in accordance
with the terms of the Pooling and Servicing Agreement, the Trustee will issue
to, or upon the order of, Green Tree certificates (the "Certificates")
representing undivided fractional interests in the Trust. In order to facilitate
the sale of the Certificates by Green Tree, the Pledgor is entering into this
Agreement.
Section 1. Definitions. All capitalized terms not otherwise defined
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herein shall have the meanings assigned to them in the Pooling and Servicing
Agreement, as existing on the Closing Date. The following terms have the
following meanings:
"Letter of Credit" means any irrevocable letter of credit, or any
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replacement Letter of Credit, obtained in accordance with Section 3(h).
"Qualified Bank" means any depository institution whose unsecured
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long-term debt (or in the case of the principal bank in a bank holding company
system the unsecured long-term debt of such bank holding company) has been rated
in one of the two highest rating categories by each of Standard & Poor's and
Fitch (if rated by Fitch), and whose short-term debt (or in the case of the
principal bank in a bank holding company system the short-term debt of such bank
holding company) is rated in the highest rating category by each of Standard &
Poor's and Fitch (if rated by Fitch).
"Shortfall" means an insufficiency of funds on a Distribution Date as
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specified in a Spread Account Deficiency Notice.
"Spread Account Eligible Investments" means Eligible Investments held
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by the Collateral Agent in the Spread Account, which (a) if such Eligible
Investments are securities, are (i) certificated securities (as such term is
used in Minn. Stat. (S) 336.8-102(a)(4)), securities deemed to be certificated
securities under applicable regulations of the United States government, or
uncertificated securities issued by an issuer organized under the laws of the
State of New York or the State of Delaware, (ii) either (A) in the possession of
such Eligible Institution, (B) in the possession of a clearing corporation (as
such term is used in Minn. Stat. (S) 336.8-102(a)(5)) in the State of New York,
registered in the name of such clearing corporation or its nominee, not endorsed
for collection or surrender or any other purpose not involving transfer, not
containing any evidence of a right or interest inconsistent with the Trustee's
security interest therein, and held by such clearing corporation in an account
of such Eligible Institution, (C) held in an account of such Eligible
Institution with the Federal Reserve Bank of New York or the Federal Reserve
Bank of Minneapolis, or (D) in the case of uncertificated securities, issued in
the name of such Eligible Institution, (iii) identified, by book entry or
otherwise, as held for the account of the Collateral Agent on the records of
such Eligible Institution, and such Eligible Institution shall have sent the
Collateral Agent a confirmation thereof, and (iv) identified, by book entry or
otherwise, as held for the account of, or pledged to, the Trustee on the records
of the Collateral Agent, and the Collateral Agent shall have sent the Trustee a
confirmation thereof, (b) if such Eligible Investments are repurchase
obligations, are: (i) held in an account with an Eligible Institution in the
name of the Collateral Agent, (ii) identified by such Eligible Institution, by
book entry or otherwise, as held for the account of the Collateral Agent, (iii)
identified by the Collateral Agent as held for the account of, or pledged to,
the Trustee on the records of the Collateral Agent, and (iv) related to
securities held in accordance with the requirements of clause (a) above, and (c)
with respect to Eligible Investments other than securities and repurchase
agreements, which are held in a manner acceptable to the Collateral Agent.
Subject to the other provisions hereof, the Collateral Agent shall have sole
control over each such investment and the income thereon, and any certificate or
other instrument evidencing any such investment, if any, shall be delivered
directly to the Collateral Agent or its agent, together with each document of
transfer, if any, necessary to transfer title to such investment to the
Collateral Agent in a manner which complies with this definition.
Section 2. Representations and Warranties of the Pledgor. The Pledgor
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represents and warrants that:
a. Organization and Good Standing. The Pledgor is a corporation duly
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organized, validly existing and in good standing under the laws of the State of
Minnesota and has the corporate power to own its assets and to transact the
business in which it is currently engaged. The Pledgor is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which the character of the business transacted by it or properties owned or
leased by it requires
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such qualification and in which the failure so to qualify would have a material
adverse effect on the business, properties, assets, or condition (financial or
other) of the Pledgor.
b. Authorization; Binding Obligations. The Pledgor has the power and
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authority to make, execute, deliver and perform this Agreement and all of the
transactions contemplated under the Agreement, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement. When executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of the Pledgor enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by the availability of equitable remedies.
c. No Consent Required. The Pledgor is not required to obtain the
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consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except that no representation is made as to
the manner of offering of the Certificates (except that the Pledgor has not
offered for sale, or solicited offers to purchase, any Certificate).
d. No Violations. The execution, delivery and performance of this
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Agreement by the Pledgor will not violate any provision of any existing law or
regulation or any order or decree of any court or the Articles of Incorporation
or Bylaws of the Pledgor, or constitute a material breach of any mortgage,
indenture, contract or other agreement to which the Pledgor is a party or by
which the Pledgor may be bound.
e. Litigation. No litigation or administrative proceeding of or
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before any court, tribunal or governmental body is currently pending, or to the
knowledge of the Pledgor threatened, against the Pledgor or any of its
properties or with respect to this Agreement or the Certificates which (i) if
adversely determined, would have a material adverse effect on the transactions
contemplated by this Agreement or (ii) is likely to have a material adverse
effect on the financial condition or business prospects of the Pledgor.
Section 3. Establishment and Pledge of Spread Account.
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a. Establishment of Spread Account. On or prior to the Closing Date,
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the Pledgor shall establish with the Collateral Agent three segregated trust
accounts referred to collectively herein as the "Spread Account." The three
accounts comprising the Spread Account shall be maintained in the name of the
Collateral Agent and designated respectively as follows: (1) "U.S. Bank National
Association,
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as Collateral Agent on behalf of First Trust National Association, as Trustee
for the benefit of Certificates issued by Green Tree Recreational Equipment &
Consumer Trust 1997-C (Class A-2 Spread Subaccount, Green Tree RECS II Guaranty
Corporation, Pledgor);" (2) "U.S. Bank National Association, as Collateral Agent
on behalf of First Trust National Association, as Trustee for the benefit of
Certificates issued by Green Tree Recreational Equipment & Consumer Trust 1997-C
(Class A-3 Spread Subaccount, Green Tree RECS II Guaranty Corporation,
Pledgor);" and (3) "U.S. Bank National Association, as Collateral Agent on
behalf of First Trust National Association, as Trustee for the benefit of
Certificates issued by Green Tree Recreational Equipment & Consumer Trust 1997-C
(Class A-4 Spread Subaccount, Green Tree RECS II Guaranty Corporation,
Pledgor)." The Spread Account is separate from the Trust and any amount on
deposit therein will not constitute a part of the property of the Trust. For
all tax purposes, the Spread Account and all amounts deposited therein and
investments thereof are owned by the Pledgor, and all assets transferred to the
Spread Account are taxable to the Pledgor. The Spread Account shall be
maintained by the Collateral Agent at all times separate and apart from any
other account of the Pledgor or the Trust, at an Eligible Institution (which may
be the Collateral Agent or the Trustee) or in an account otherwise acceptable to
Fitch and Standard & Poor's. All amounts paid to the Pledgor under Section
8.03(a)(8), (12), (16) and (21) of the Pooling and Servicing Agreement shall be
deposited into the Spread Account as provided in the Pooling and Servicing
Agreement. Amounts shall be withdrawn from the Spread Account only in
accordance with the provisions of this Section 3 and Section 8.06 of the Pooling
and Servicing Agreement. No passbook, certificate of deposit or other similar
instrument evidencing the Spread Account shall be issued, and all contracts,
receipts and other papers governing or evidencing the Spread Account or any of
the Collateral shall be delivered to the Collateral Agent. On termination of
this Agreement, as provided in Section 3(f), any amount remaining in the Spread
Account shall be released to the Pledgor.
b. Pledge of Spread Account.
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(i) The Pledgor hereby pledges, assigns, hypothecates, transfers and
delivers to the Collateral Agent (for the benefit of the Trustee and the Class
A-2 Certificateholders), and hereby grants the Collateral Agent (for the benefit
of the Trustee and the Class A-2 Certificateholders) a security interest in, all
of the Pledgor's right, title, interest and power, free and clear of any other
interest, in, to and with respect to, the Class A-2 Subaccount up to the Class
A-2 Subaccount Required Amount, the amounts deposited therein, the investments
thereof and all proceeds of the liquidation of any investment thereof. Such
grant is made to secure the payment, on each Distribution Date, of any Shortfall
with respect to the Class A-2 Certificates on such Distribution Date, subject to
the limit of the amount available in the Class A-2 Subaccount plus any
subsequent deposits into the Class A-2
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Subaccount. The Collateral Agent and the Trustee acknowledge and accept the
grant of the security interest in the Class A-2 Subaccount for the benefit of
the Class A-2 Certificateholders under this Section 3(b)(i) in accordance with
the terms hereof.
(ii) The Pledgor hereby pledges, assigns, hypothecates, transfers and
delivers to the Collateral Agent (for the benefit of the Trustee and the Class
A-3 Certificateholders), and hereby grants the Collateral Agent (for the benefit
of the Trustee and the Class A-3 Certificateholders) a security interest in, all
of the Pledgor's right, title, interest and power, free and clear of any other
interest, in, to and with respect to, the Class A-3 Subaccount up to the Class
A-3 Subaccount Required Amount, the amounts deposited therein, the investments
thereof and all proceeds of the liquidation of any investment thereof. Such
grant is made to secure the payment, on each Distribution Date, of any Shortfall
with respect to the Class A-3 Certificates on such Distribution Date, subject to
the limit of the amount available in the Class A-3 Subaccount plus any
subsequent deposits into the Class A-3 Subaccount. The Collateral Agent and the
Trustee acknowledge and accept the grant of the security interest in the Class
A-3 Subaccount for the benefit of the Class A-3 Certificateholders under this
Section 3(b)(ii) in accordance with the terms hereof.
(iii) The Pledgor hereby pledges, assigns, hypothecates, transfers and
delivers to the Collateral Agent (for the benefit of the Trustee and the Class
A-4 Certificateholders), and hereby grants the Collateral Agent (for the benefit
of the Trustee and the Class A-4 Certificateholders) a security interest in, all
of the Pledgor's right, title, interest and power, free and clear of any other
interest, in, to and with respect to, the Class A-4 Subaccount up to the Class
A-4 Subaccount Required Amount, the amounts deposited therein, the investments
thereof and all proceeds of the liquidation of any investment thereof. Such
grant is made to secure the payment, on each Distribution Date, of any Shortfall
with respect to the Class A-4 Certificates on such Distribution Date, subject to
the limit of the amount available in the Class A-4 Subaccount plus any
subsequent deposits into the Class A-4 Subaccount. The Collateral Agent and the
Trustee acknowledge and accept the grant of the security interest in the Class
A-4 Subaccount for the benefit of the Class A-4 Certificateholders under this
Section 3(b)(iii) in accordance with the terms hereof.
(iv) The Pledgor and the Collateral Agent shall maintain, at all
times during the term of this Agreement, the lien on, or security interest in,
the Spread Account as a valid and perfected security interest of first priority
under the Uniform Commercial Code (or other applicable law) as in effect from
time to time in the state where the Spread Account is located in order to secure
the full and timely performance of the obligations of the Pledgor pursuant to
this Agreement. Amounts properly withdrawn by the Collateral Agent and paid into
the Collection Account pursuant to Section 3(d) or properly withdrawn by the
Collateral Agent and paid to the Pledgor pursuant to Section 3(e) shall be
deemed released from the
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provisions of this Section 3(b) and the security interest established by this
Section 3(b), and the Pledgor shall in no event be required to refund any such
distributed amount.
c. Investment of Spread Account. The Collateral Agent shall at the
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written direction of the Pledgor invest the funds in the Spread Account in
Spread Account Eligible Investments. Funds in the Spread Account shall be
invested in investments that mature on or before the Business Day prior to each
Distribution Date. Upon any such investment, the Collateral Agent shall (i)
make an appropriate notation of the Trustee's security interest in such Spread
Account Eligible Investment by book entry or otherwise and (ii) send the Trustee
a written confirmation of its security interest in such Spread Account Eligible
Investment. All income and gain realized from any such investments as well as
any interest earned on deposits in the Spread Account shall be deposited and
retained in the Spread Account. Losses, if any, realized on amounts in the
Spread Account invested pursuant to this paragraph shall first be credited
against undistributed investment earnings on amounts in the Spread Account
invested pursuant to this paragraph, and shall thereafter be deemed to reduce
the amount on deposit in the Spread Account. The Pledgor and the Collateral
Agent shall not be liable for the amount of any loss incurred in respect of any
investment, or lack of investment, of funds held in the Spread Account. All
income or loss on funds held in the Spread Account shall be taxable to the
Pledgor.
d. Payment of Shortfall. Upon the Collateral Agent's receipt of a
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Spread Account Deficiency Notice, the Collateral Agent shall transfer, and the
Pledgor hereby directs the Collateral Agent to transfer, subject to the limit of
the amount available in the Spread Account, the amount of the Shortfall from the
Spread Account to the Collection Account.
e. Release of Spread Account Excess. If on any Distribution Date,
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the amount in the Class A-2 Subaccount exceeds the Class A-2 Subaccount Required
Amount immediately following the payment to Certificateholders on such
Distribution Date, or the amount in the Class A-3 Subaccount exceeds the Class
A-3 Subaccount Required Amount immediately following the payment to
Certificateholders on such Distribution Date, or the amount in the Class A-4
Subaccount exceeds the Class A-4 Subaccount Required Amount immediately
following the payment to Certificateholders on such Distribution Date, the
Collateral Agent shall withdraw the amount of such excess from the applicable
Spread Account and distribute such amount to the Pledgor.
f. Termination. This Agreement shall terminate (after distribution
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of any funds remaining in the Spread Account pursuant to the following sentence)
on the termination of the Pooling and Servicing Agreement in
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accordance with Section 12.03 thereof. On the Final Distribution Date, any
amount remaining in the Spread Account, after payment of any amounts into the
Collection Account pursuant to Section 3(d), shall be distributed to the
Pledgor.
g. Nature of Obligations. The obligations of the Pledgor under the
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Agreement to transfer the amount of any Shortfall to the Collection Account
shall be unconditional and irrevocable and shall not terminate upon, or
otherwise be affected by, a Service Transfer pursuant to Article VII of the
Pooling and Servicing Agreement.
h. Letter of Credit and Other Credit Enhancement.
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(i) At any time, the Pledgor may obtain the release of all or a
portion of the cash on deposit in the Spread Account, by delivering to the
Collateral Agent (A) a Letter of Credit that satisfies the conditions set forth
in Section 3(h)(iii) or (B) any other form of credit enhancement that satisfies
the conditions set forth in Section 3(h)(iv). Section 3(h)(ii) shall be
operative only after a Letter of Credit that satisfies the conditions of Section
3(h)(iii) has been delivered to the Collateral Agent.
(ii) If the expiration date of a Letter of Credit is anticipated to
occur before the termination of the Trust pursuant to Section 12.03 of the
Pooling and Servicing Agreement, the Pledgor shall use its best efforts to
obtain a replacement Letter of Credit that satisfies the conditions of Section
3(h)(iii). If on or before the tenth Business Day prior to the expiration date
of such Letter of Credit, the Pledgor shall not have delivered to the Collateral
Agent a replacement Letter of Credit that satisfies the conditions set forth in
Section 3(h)(iii), the Collateral Agent shall, prior to 11:00 A.M. Minneapolis,
Minnesota time on the fifth Business Day prior to such expiration date, draw
under such Letter of Credit the amount (the "Final Draw Amount") available
thereunder, and deposit the Final Draw Amount in the Spread Account. If, on or
before such fifth Business Day, the Pledgor shall obtain on behalf of and
deliver to the Collateral Agent a replacement Letter of Credit that satisfies
the conditions of Section 3(h)(iii), then the Collateral Agent shall replace the
related Letter of Credit with such replacement Letter of Credit.
The Collateral Agent shall, when required pursuant to the terms of a
Letter of Credit, deliver the existing Letter of Credit to the related issuing
bank upon extension of the expiration date thereof in accordance with its terms
in exchange for the extended or amended Letter of Credit.
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(iii) Any initial or replacement Letter of Credit delivered to the
Collateral Agent shall satisfy the following conditions:
(A) it shall be issued by a Qualified Bank or confirmed by a
Qualified Bank;
(B) it and the related agreement that provides for the
issuance of such Letter of Credit shall be in such form and substance as is
acceptable to the Collateral Agent, and shall require the Qualified Bank to
give the Collateral Agent prompt notice if at any time it shall fail to be
a Qualified Bank;
(C) it shall be accompanied by an Opinion of Counsel or
Opinions of Counsel in form and substance satisfactory to the Collateral
Agent as to enforceability of the Letter of Credit; and
(D) Standard & Poor's and Fitch shall each have advised the
Trustee and the Collateral Agent in writing that it will not reduce,
withdraw or qualify its then-current ratings of the Class A Certificates as
a result of the delivery and acceptance of such Letter of Credit.
The cost of obtaining and maintaining any initial or
replacement Letter of Credit shall be borne solely by the Pledgor and Green
Tree. If the Collateral Agent receives notice that the institution issuing
such Letter of Credit is no longer a Qualified Bank, the Collateral Agent
shall immediately notify the Pledgor. On the day of receipt of such notice
(or the next Business Day thereafter, if such day is not a Business Day),
the Collateral Agent shall draw under the Letter of Credit the full amount
available under such Letter of Credit and deposit the proceeds thereof in
immediately available funds in the Spread Account.
(iv) Any other form of credit enhancement delivered to the
Collateral Agent shall be satisfactory if and only if Standard & Poor's and
Fitch shall each have advised the Trustee and the Collateral Agent in writing
that it will not reduce, withdraw or qualify its then-current ratings of the
Class A Certificates as a result of the delivery and acceptance of such
alternate form of credit enhancement.
The cost of obtaining and maintaining any such alternate form of
credit enhancement shall be borne solely by the Pledgor and Green Tree.
(v) At any time when the Collateral Agent holds any Letter of
Credit or other form of credit enhancement, (x) the amount available to be drawn
under such Letter of Credit or other form of credit enhancement shall be deemed
to be in the Spread Account for purposes of determining whether the balance
thereof equals
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or exceeds the Required Spread Account Amount, and (y) if a Shortfall is
determined to exist with respect to any Distribution Date, the Collateral Agent
shall draw the lesser of (1) the amount available to be drawn under the Letter
of Credit or other form of credit enhancement, or (2) the amount, if any, by
which the Shortfall exceeds the amount in the Spread Account in a form other
than a Letter of Credit or other form of credit enhancement, and deposit such
amount to the Spread Account, for transfer to the Collection Account, on the
Business Day prior to such Distribution Date.
Section 4. Appointment of Collateral Agent.
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a. Subject to the terms and conditions herein, the Trustee hereby
appoints the Collateral Agent and the Collateral Agent hereby accepts such
appointment, as its agent to maintain, and to act on the Trustee's behalf with
respect to the Spread Account.
b. The Collateral Agent shall maintain records that accurately
reflect the funds on deposit in the Spread Account. On each Determination Date,
the Collateral Agent shall advise the Servicer as to the amount of funds on
deposit in the Spread Account.
Section 5. Covenants of Pledgor. The Pledgor covenants and agrees as
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follows:
a. Maintenance of Pledgor Assets. The Pledgor shall not issue any
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dividends, redeem any outstanding capital stock, grant any liens on its assets
(other than pursuant to this Agreement or similar agreements) or in any way
deplete corporate assets if, as a result of such issuance, redemption or
depletion, the total net assets of the Pledgor are less than the sum of the
Required Spread Account Amount and the Pledgor's obligations under other
agreements similar to this Agreement, plus any income taxes then payable by the
Pledgor and the Pledgor's foreseeable administrative and operating expenses for
the next year.
b. Limitation of Certain Actions. The Pledgor will not, without the
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unanimous agreement of the Board of Directors and the written consent of the
Collateral Agent and the Trustee, take any of the following actions:
(i) engage in any business other than that of providing partial
guarantees on, or pledging assets to secure, pools of contracts serviced by
Green Tree, pledge assets for the benefit of any other Person (except to
secure pools of contracts serviced by Green Tree), make any loans or
advances to any Person, guarantee or become obligated for the debts of any
other Person
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(except for providing partial guaranties of pools of contracts serviced by
Green Tree), or hold out its credit as being available to satisfy the
obligations of others;
(ii) voluntarily dissolve or liquidate;
(iii) commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to
the entry of any order for relief in an involuntary case under any such
law, or consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian or sequestrator (or other similar
official) of the Pledgor or for any substantial part of its property, or
make any general assignment for the benefit of its creditors, or admit in
writing its inability to pay its debts as they become due, or take any
corporate action in furtherance of the foregoing;
(iv) consolidate or merge with or into any other Person;
(v) delete or amend Articles 3, 5, 6 or 8 of its Articles of
Incorporation;
(vi) commingle assets with those of any other Person; or
(vii) acquire obligations or securities of Green Tree or any other
shareholder of Pledgor.
c. Required Actions. The Pledgor shall (unless excused by
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unanimous agreement of the Board of Directors and the written consent of the
Collateral Agent and the Trustee) take the following actions:
(i) maintain books, records, accounts and financial statements
separate from any other Person;
(ii) conduct its own business in its own name, pay its own
liabilities out of its own funds (including paying the salaries of its own
employees) and maintain adequate capital in light of its contemplated
business operations;
(iii) observe all corporate formalities and maintain an arm's-length
relationship with its Affiliates (including allocating fairly and
reasonably any overhead for shared office space, using separate stationery,
invoices and checks and maintaining a sufficient number of employees in
light of its contemplated business operations); and
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(iv) hold itself out as a separate entity and correct any known
misunderstanding regarding its separate identity.
d. Other Transactions. If the Pledgor provides any partial
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guaranty or other form of credit enhancement with respect to any pool of
contracts other than pursuant to this Agreement, the Pledgor must obtain written
confirmation, from each of Standard & Poor's and Fitch that is not providing a
rating with respect to the securities related to such other pool of contracts,
that providing such other credit enhancement will not cause a reduction or
withdrawal of such Person's ratings of any Class of Certificates.
e. Notices to Rating Agencies. The Pledgor shall provide prompt
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written notice to each of Fitch and Standard & Poor's of any amendment to the
Pledgor's Articles of Incorporation or this Agreement.
Section 6. Miscellaneous.
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a. Merger or Consolidation of the Pledgor. The Pledgor shall keep
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in full effect its existence, rights and franchises as a corporation and shall
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement.
Any person into which the Pledgor may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Pledgor shall be a party, or any Person succeeding to all or substantially
all of the business of the Pledgor, shall be the successor of the Pledgor
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
b. Amendment. This Agreement may be amended from time to time by
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the Pledgor, the Collateral Agent and the Trustee, with notice to Fitch and
Standard & Poor's, without the consent of any of the Certificateholders, to
correct manifest error, to cure any ambiguity, to correct or supplement any
provisions herein, as the case may be, or to add any other provisions with
respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel for the Pledgor,
adversely affect in any material respect the interests of any Certificateholder.
This Agreement may also be amended from time to time by the Pledgor,
the Collateral Agent and the Trustee, with notice to Fitch and Standard & Poor's
and with the consent of Holders of Certificates evidencing Certificate
Percentage Interests aggregating 51% or more, for the purpose of adding any
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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
Certificateholders; provided, however, that no such amendment shall (a) reduce
in any manner the amount of, or delay the timing of, payments required to be
made by the Pledgor under this Agreement, or (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then outstanding.
c. Notices. All communications and notices pursuant hereto to the
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Pledgor, the Collateral Agent and the Trustee shall be in writing and delivered
or mailed to it at the appropriate following address:
If to the Pledgor:
Green Tree RECS II Guaranty Corporation
1700 Landmark Towers
▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
If to the Collateral Agent:
U.S. Bank National Association
c/o First Trust National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration, Structured Finance
If to the Trustee:
First Trust National Association
Corporate Trust Department
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration,
Structured Finance
or at such other address as the party may designate by notice to the other
parties hereto, which notice shall be effective when received.
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All communications and notices pursuant hereto to a Certificateholder
shall be in writing and delivered or mailed at the address shown in the
Certificate Register.
d. Merger and Integration. Except as specifically stated otherwise
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herein, this Agreement, together with the Pooling and Servicing Agreement, sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement together with the Pooling and Servicing Agreement. This Agreement may
not be modified, amended, waived or supplemented except as provided herein.
e. Benefit of the Agreement. The Agreement shall be binding upon
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the parties hereto and their permitted successors and shall be for the direct
benefit of each present and future Certificateholder without any further action
on the part of any such Certificateholder.
f. Headings. The headings herein are for purposes of reference only
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and shall not otherwise affect the meaning or interpretation of any provision
hereof.
g. Governing Law. This Agreement shall be governed by, and
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construed and enforced in accordance with, the laws of the State of Minnesota.
h. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized this 25th day
of September, 1997.
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
---------------------------------
Title: Trust Officer
---------------------------------
GREEN TREE RECS II GUARANTY
CORPORATION, as Pledgor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Vice President and Treasurer
---------------------------------
U.S. BANK NATIONAL
ASSOCIATION, as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
---------------------------------
Title: Trust Officer
--------------------------------
14