Common use of Auction Process Clause in Contracts

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The AdvisorSubject to Section 9.5(ii), any underwriter, or any Certificate Owner the Collateral Manager will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (cb) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. 11:00 a.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) from Qualified Bidders will be due on a conforming basis on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser of (i) all (but not less than all) of the Collateral Debt Securities or (ii) all (but not less than all) of the Collateral Debt Securities that constitute the components of one or more Subpools. (dc) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able Qualified Bidders to purchase all of the ContractsCollateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with all other provisions of this Indenture, accept such bid as the winning bid. (d) The Trustee shall decline to consummate identify as the salewinning bidder the bid or bids that result in the Highest Auction Price (in excess of the minimum purchase price) from one or more Qualified Bidders. (e) Upon notification to the winning bidder(s), the winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) will be required to deliver to the Trustee a signed counterpart of the Auction Purchase Agreement and a good faith deposit equal to one percent (1%) of the Pool Scheduled Aggregate Principal Balance will be required to be wired to the Trustee upon acceptance no later than 4:00 p.m. New York City time on the Auction Date. If the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder shall contribute to the good faith deposit an amount equal to one percent (1%) of the bidAggregate Principal Balance of the Subpool or Subpools to which its bid relates. Such deposit will not be invested. This deposit, along with any interest income attributable to it, deposit will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) pays the full purchase price in cash, at which time all monies are will be transferred into the Collection AccountAccounts, such time not payment in full of the purchase price to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is made by the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant prior to the terms sixth Business Day following the relevant Auction Date. If such good faith deposit or payment in full of the Sale and Servicing Agreement. purchase price is not made when due (i) The Auction will stipulate that such sale and consequent termination or, if the Subpools are to be sold to more than one bidder, if any bidder fails to make its contribution to the good faith deposit or make payment of the Trust Fund must constitute a "qualified liquidation" purchase price when due), the Trustee shall decline to consummate the sale of the Trust Fund under each Subpool and shall give notice (in accordance with Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require 9.3) that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effectAuction Call Redemption will not occur.

Auction Process. (a) 1.1 The Advisor, any underwriter, or any Certificate Owner will sale by public auction is subject to a reserve price. 1.2 The auctioneer and/or his agent shall be allowed entitled to bid on behalf of the CEDENT or owner to an amount which is less than the reserve price. 1.3 These auction rules comply with section 45 of the Consumer Protection Act, Act 68 of 2008 (“the Act”) and with the Consumer Protection Act Regulations (“the Regulations”) that have been published in terms thereof in Government Gazette No. 34180 on 1 April 2011 (Volume 550) and any amendments thereto from time to time. 1.4 Section 45(2) of the AuctionAct provides that: “When goods are put up for sale by auction in lots, but each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction.” 1.5 The auction will start at the published time and will not be required delayed to allow participation by any specific persons. 1.6 Only properly registered bidders may participate: 1.6.1 Anyone intending to bid at the auction must register their identity on the bidder’s record prior to the commencement of the auction. Such registration must meet the requirements of FICA (Financial Intelligence Centre Act, 2001) and that person must sign the registration entry. 1.6.2 A person who attends the auction to bid on behalf of another person (i.e. on behalf of a company) must be properly authorised to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance You will be required to satisfy the Auctioneer that you are properly authorised. This will include a letter of authority on the letterhead of the authoriser and must be wired accompanied by a certified copy of the resolution authorising you to bid on behalf of a company. 1.7 The bidder’s record and the vendor roll will be made available for inspection at the offices of Aucor Property during ordinary business hours at no cost. The bidders’ record will also be available for inspection at the auction. 1.8 Aucor holds a trust account. Any money due to the Trustee upon acceptance CEDENT in terms of the bid. This deposit, along with any interest income attributable to it, Rules of Auction will be credited to the purchase price but will not be refundable. The trustee will establish a separate paid into this trust account for the acceptance benefit of the good faith depositCEDENT, until such time minus any commission or costs payable to Aucor. 1.9 The reason for the auction will be announced unless it is a normal and voluntary sale. The cost of conducting the auction is R50 000.00 plus VAT and this cost includes: Advertising; Brochures, packs and marketing material; Venue hire costs; Photographs. 1.10 The auctioneer will control the auction and bidding process. 1.11 The sale will be by the rise and the property will be sold to the highest bidder and subject to the Rules of Auction. 1.12 You as the account is fully funded bidder must read the Rules of Auction properly and all monies are transferred into should not bid unless you have done so and understand these rules properly. 1.13 Every bid amounts to an offer to purchase the Collection Accountproperty for that amount bid and, such time not on the terms, and conditions referred to herein. No bid has to be later than one Business Day accepted by the CEDENT and same can be rejected whether by the auctioneer or the CEDENT for any reason whatsoever. The CEDENT may also remove the property from the sale at any time before the related Distribution Date (as described above)he has accepted a bid or an offer. 1.14 If there are no bids to equal or exceed the reserve price, the property can be withdrawn from the auction, although the CEDENT is allowed to instruct the auctioneer to accept any bid even if lower than the reserve. 1.15 Where there is a dispute between bidders, the auctioneer shall have the final say. 1.16 The auctioneer is entitled to correct any error he might make. 1.17 No bid may be withdrawn from the fall of the hammer until the expiry of the confirmation period. During this time the bid/offer shall remain open for acceptance by the CEDENT or his agent and once the offer is accepted, the sale is deemed to be a sale by auction for purposes of the Act. 1.18 The highest bidder (f"the CESSIONARY") The winning bidder will receive must sign the Rules of Auction immediately on the Auction Date a copy fall of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement)hammer. (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________ 3. Liquidation Expenses Servicing Advances $____________ Monthly Advances ____________ Contingency Fees ____________ Excess Servicing Fees ____________ Servicing Fees ____________ Annual Expense Escrow Amount ____________ Supplemental Fee (if any) ____________ Additional Interest (if any) ____________ Total Advances $____________

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 11.02 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing recreational vehicle retail installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The in its capacity as Advisor to the Trustee, will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor _________________ will also provide such letter if it is the winning bidder. In the case where the Advisor __________ or the Servicer is the winning bidder it will in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. EXHIBIT I THE CIT GROUP/SALES FINANCING, INC. CERTIFICATE OF OFFICER The undersigned certifies that the undersigned is the ____________________ of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with the Sale and Servicing Agreement. , dated as of February 1, 1996 (i) the "Agreement"), among CITSF, The Auction will stipulate that such sale CIT Group Securitization Corporation II and consequent termination of the CIT RV Owner Trust Fund must constitute a "qualified liquidation" of 1996-A (all capitalized terms used herein without definition having the Trust Fund under Section 860F of respective meanings specified in the CodeAgreement), including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.and further certify that:

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase pur- chase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.02 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) a. The Advisor, any underwriterthe Seller, or any Certificate Owner the Servicer and the Note Insurer will be allowed to bid in the Auctionauction, but will not be required to do so. b. The bid solicitation package will indicate the date on or before the bids must be submitted to the Indenture Trustee (b) The Servicer will also be allowed to bid in the Termination "Auction if it deems appropriate, but will not be required to do soDate"). (c) c. On the Auction Date, all bids will be due by facsimile to such office as shall be designated by the offices of the Indenture Trustee by 1:00 p.m. New York City time, ET; with the winning bidder to be notified by 2:00 p.m. New York City timeET the next Business Day. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. d. The Issuer and the Servicer will cooperate with the Indenture Trustee and the Advisor by (a) making their offices available during normal business hours upon reasonable notice for the prospective bidders to conduct due diligence, (b) providing the Indenture Trustee with adequate copies of the data tape regarding the Home Equity Loans, (c) preparing all assignments, endorsements and all other documentation necessary to evidence the transfer of the Home Equity Loans and (d) making all necessary representations and warranties in connection with the servicing of the Home Equity Loans. e. If the Indenture Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contractsno qualified bids, the Indenture Trustee shall decline to consummate cancel the saleAuction. (e) f. Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) good faith deposit of the Pool Scheduled Principal Balance aggregate balance of the unpaid principal balances of the Home Equity Loans as of the last day of the preceding Remittance Period will be required to be wired to the Indenture Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price price, but will not be refundable. The trustee Indenture Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into an account established by the Collection AccountIndenture Trustee for deposit of such amounts, such time not to be later than exceed one (1) Business Day before the related Distribution Date (as described above)final Payment Date. (f) g. The winning bidder will receive on the Auction Date a copy of the draft Sale purchase and Servicing Agreement sale agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement)servicing agreement. (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer Seller (and the Master Servicer, if Block Financial Corporation is not the Master Servicer) will also be allowed to bid in the Termination Auction if it deems appropriateappropri- ate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the AgreementAgree- ment) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundablerefund- able. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred trans- ferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion of Counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 1999-3 The undersigned certifies that he is a [title] of [Servicer], a [__________ corporation][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of May 1, 1999 between GreenPoint Credit Corp., as Contract Seller and Servicer and The First National Bank of Chicago, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class II A-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class II A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by ▇▇▇▇▇'▇ on the Class II A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class II A-2 Certificates is ____ ;

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 11.02 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the ContractsAuction Property, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Stated Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than exceed one Business Day before the related Distribution Remittance Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Purchase Agreement, Pooling and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The in its capacity as Advisor to the Trustee, will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor _________________ will also provide such letter if it is the winning bidder. In the case where the Advisor __________ or the Servicer is the winning bidder it will in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the CodeInternal Revenue Code of 1986, as amended, including without limitation, the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Auction Property provide the Trustee with an Opinion of Counsel to that effect.. EXHIBIT Q FORM OF POWER OF ATTORNEY

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K --------- NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-2 The undersigned certifies that he is a [title] of [Servicer], a [________ _______ corporation][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 2000 between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by ▇▇▇▇▇'▇ on the Class A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-2 Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-6 The undersigned certifies that he is a [title] of [Servicer], a [_________ corporation] [limited liability company][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of December 1, 2000 between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-3 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Moody's on the Class A-3 Certificates is ____; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-3 Certificates is____;

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 10.1 (bc) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled aggregate Principal Balance of all loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (fe) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.1 of the Agreement). (gf) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (hg) The Auction will stipulate the Master Servicer be retained to service the Contracts Home Equity Loans sold pursuant to the terms of the Sale and Servicing Agreement. (ih) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Home Equity Loans provide the Trustee with an Opinion of Counsel to that effect.. EXHIBIT G CERTIFICATE INSURANCE POLICY ---------------------------- G-1 EXHIBIT H FORM OF ADDITION NOTICE ----------------------- [DATE] The First National Bank of Chicago ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Pooling and Servicing Agreement (the "Agreement"), dated as of -- November 1, 1998, among Metropolitan Mortgage Company (the "Master Servicer"), Transamerica Consumer Mortgage Receivables Corporation (the "Seller") and The First National Bank of Chicago, as Trustee (the "Trustee") relating to TFC Home Equity Loan Asset-Backed Certificates, Series 1998-1 Ladies and Gentlemen: Capitalized terms not otherwise defined in this Notice have the meanings given them in the Agreement. The Seller hereby notifies the Trustee of an assignment to the Trust of Subsequent Loans on the date and in the amounts set forth below: Subsequent Transfer Date:____________________________ Cut-off Date Principal Balance of Subsequent Loans to be assigned to Trust on Subsequent Transfer Date: $_____________ Please acknowledge your receipt of this notice by countersigning the enclosed copy in the space indicated below and returning it to the attention of the undersigned. TRANSAMERICA CONSUMER MORTGAGE RECEIVABLES CORPORATION By: -------------------------------------- Name: Title:

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-4 The undersigned certifies that he is a [title] of [Servicer], a [_________ corporation] [limited liability company][ (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of September 1, 2000 between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-3 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Moody's on the Class A-3 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-3 Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner Advisor will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. p.m., New York City time, with the winning bidder to be notified by 2:00 p.m. p.m., New York City time. All acceptable bids (as described in Section 10.01 (b) 11.02 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing marine installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bidbid no later than 4:00 p.m. New York City time on the Auction Date. Such deposit will not be invested. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account Eligible Account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than exceed one Business Day before the related second Distribution Date (as described above)succeeding the related Due Period on which the Pool Balance is 5% or less of the Initial Pool Balance. (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The On the Auction Date, the Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction Advisor will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The AdvisorSubject to Section 9.5(ii), any underwriter, or any Certificate Owner the Collateral Manager will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (cb) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. 11:00 a.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) from Qualified Bidders will be due on a conforming basis on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser of (i) all (but not less than all) of the Collateral Debt Securities or (ii) all (but not less than all) of the Collateral Debt Securities that constitute the components of one or more Subpools. (dc) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able Qualified Bidders to purchase all of the ContractsCollateral Debt Securities or to purchase each Subpool, the Trustee may, if a Majority-in-Interest of the Preferred Shareholders consents thereto in writing, and in accordance with all other provisions of this Indenture, accept such bid as the winning bid. (d) The Trustee shall decline to consummate identify as the salewinning bidder the bid or bids that result in the Highest Auction Price (in excess of the minimum purchase price) from one or more Qualified Bidders. (e) Upon notification to the winning bidder(s), the winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) will be required to deliver to the Trustee a signed counterpart of the Auction Purchase Agreement and a good faith deposit equal to one percent (1%) of the Pool Scheduled Aggregate Principal Balance will be required to be wired to the Trustee upon acceptance no later than 4:00 p.m. New York City time on the Auction Date. If the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder shall contribute to the good faith deposit an amount equal to one percent (1%) of the bidAggregate Principal Balance of the Subpool or Subpools to which its bid relates. Such deposit will not be invested. This deposit, along with any interest income attributable to it, deposit will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) pays the full purchase price in cash, at which time all monies are will be transferred into the Collection AccountAccounts, such time not payment in full of the purchase price to be later made by the winning bidder prior to the sixth Business Day following the relevant Auction Date. If such good faith deposit or payment in full of the purchase price is not made when due (or, if the Subpools are to be sold to more than one Business Day before bidder, if any bidder fails to make its contribution to the related Distribution Date good faith deposit or make payment of the purchase price when due), the Trustee shall decline to consummate the sale of each Subpool and shall give notice (as described above). (fin accordance with Section 9.3) The winning bidder will receive on that the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical Call Redemption will not occur. In addition to the representations representations, warranties and warranties set forth covenants contained in Section 3.01 of this Indenture, the Agreement). (g) The Advisor will provide Issuer hereby represents, warrants, and covenants to the Trustee a letter concluding whether or not and the winning bid is a fair market value bid. The Advisor will also provide such letter if it is Noteholders as to itself as follows, on the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.Closing Date:

Auction Process. (a) The Advisorin its role as Advisor to the Trustee, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 11.02 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing recreational vehicle retail installment sales contracts and installment loan contracts sale contract willing and able to purchase the ContractsAuction Property, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 8.01 of the Agreement). (g) The in its capacity as Advisor to the Trustee, will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor _________________ will also provide such letter if it is the winning bidder. In the case where the Advisor __________ or the Servicer is the winning bidder it will in its letter provide for market comparables comparable and valuations in its lettervaluations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. EXHIBIT I THE CIT GROUP/SALES FINANCING, INC. CERTIFICATE OF OFFICER The undersigned certifies that the undersigned is the ____________________ of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with the Sale and Servicing Agreement., dated as of February 1, 1996 (the "Agreement"), among CITSF, The CIT Group Securitization Corporation II and the CIT RV Owner Trust 1996-A (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: (i) The Auction will stipulate that such sale attached hereto as Exhibit I is a true and consequent termination correct copy of the Trust Fund must constitute Articles of Incorporation of CITSF, together with all amendments thereto as in effect on the date hereof; (ii) attached hereto as Exhibit II is a "qualified liquidation" true and correct copy of the Trust Fund under Section 860F By-Laws of CITSF, as amended, as in effect on the date hereof; (iii) the representations and warranties of CITSF contained in Sections 8.01 and 3.01C of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser Agreement are true and correct on and as of the Contracts provide date hereof and, to the Trustee best of his knowledge, the representations and warranties of CITSF contained in Sections 3.01A and 3.01B of the Agreement are true and correct on and as of the date hereof; (iv) no event with respect to CITSF has occurred and is continuing which would constitute an Opinion Event of Counsel Termination or an event that, with notice or lapse of time or both, would become an Event of Termination under the Agreement; and (v) each of the agreements and conditions of CITSF to that effectbe performed on or before the date hereof pursuant to the Agreement have been performed in all material respects.

Auction Process. (a) The Advisor, any underwriter, the Certificate Insurer or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Seller and the Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.03 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts mortgage loans willing and able to purchase the ContractsMortgage Loans, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal aggregate Loan Balance of the Mortgage Loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase pur- chase price but will not be refundable. The trustee Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate that the Master Servicer be retained to service the Contracts Mortgage Loans sold pursuant to the terms of the Sale and Servicing AgreementAgree- ment. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Mortgage Loans provide the Trustee and the Certificate Insurer with an Opinion opinion of Counsel counsel to that effect.. EXHIBIT L FORM OF LIQUIDATION REPORT Customer Name: Account Number: Original Principal Balance: 1. Type of Liquidation (REO disposition/charge-off/short pay-off) - Date last paid - Date of foreclosure - Date of REO - Date of REO Disposition - Property Sale Price/Estimated Market Value at disposition 2. Liquidation Proceeds Principal Prepayment $____________ Property Sale Proceeds ____________ Insurance Proceeds ____________ Other (itemize) ____________ Total Proceeds $____________ 3. Liquidation Expenses Servicing Advances $____________ Monthly Advances ____________ Contingency Fees ____________ Excess Servicing Fees ____________ Servicing Fees ____________ Annual Expense Escrow Amount ____________ Supplemental Fee (if any) ____________ Additional Interest (if any) ____________ Total Advances $____________

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 1999-2 The undersigned certifies that he is a [title] of [Servicer], a [ ---------- corporation][(the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 1999 between GreenPoint Credit Corp., as Contract Seller and Servicer and The First National Bank of Chicago, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-2 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-2 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by Moody's on the Class A-2 Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A-2 Certificates is ____ ;

Auction Process. (a) The Advisorin its role as Advisor to the applicable Trustee, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Datedate of the Auction, all bids will be due by facsimile to the offices of the applicable Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) 9.2 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the applicable Trustee receives fewer than two market value bids from participants in the market for manufactured housing motor vehicle retail installment sales contracts and installment loan sale contracts willing and able to purchase the ContractsAuction Property, the applicable Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the applicable Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee applicable Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than exceed one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the date of the Auction Date a copy of the draft Purchase Agreement, Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 ______ of the Agreement). (g) The in its capacity as Advisor to the applicable Trustee, will provide to the applicable Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor __________________ will also provide such letter if it is the winning bidder. In the case where the Advisor _____________ or the Servicer is the winning bidder it will in its letter provide for market comparables and valuations in its lettercomparable valuations. (h) The Auction will stipulate that the Servicer be retained to service the Contracts Receivables sold pursuant to the terms of the Purchase and Sale Agreement and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (ai) ▇▇▇▇▇ Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Advisor, any underwriter, or any Certificate Owner will be allowed to Collateral Manager and its Affiliates may bid in the Auction, Auction if the Collateral Manager deems such bidding to be appropriate but will is not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (cii) On the second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile to at the offices of the Trustee by 1:00 p.m. 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of from Listed Bidders on the Agreement) List will be due on a conforming basis on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Debt Securities and any applicable Eligible Investments or (ii) of one or more (but not all) of the Collateral Debt Securities and any applicable Eligible Investments. (diii) If Unless the Trustee receives fewer than two market value (A) at least one bid from a Listed Bidder to purchase all of the Collateral Debt Securities and any applicable Eligible Investments or (B) receives bids from participants one or more Listed Bidders (to purchase one or more (but not all) Collateral Debt Securities and any applicable Eligible Investments) for all Collateral Debt Securities and any applicable Eligible Investments in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contractsaggregate, the Trustee shall will decline to consummate the sale. (eiv) Upon notification Subject to clause (iii) above, with the winning bidder, a good faith deposit equal to one percent (1%) advice of the Pool Scheduled Principal Balance Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Debt Securities and any applicable Eligible Investments or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral Debt Securities or any applicable Eligible Investments) for all Collateral Debt Securities and any applicable Eligible Investments in the aggregate. In each case, the price bid by a Listed Bidder will be required to be wired the dollar amount which the Collateral Manager certifies to the Trustee upon acceptance based on the Collateral Manager’s review of the bid. This depositbids, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which certification shall be substantially identical to the representations binding and warranties set forth in Section 3.01 of the Agreement)conclusive. (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. a. On the Bid Solicitation Commencement Date, the Indenture Trustee shall have the right, but not the obligation to engage an investment bank or other agent (athe "Advisor") The Advisor, any underwriter, or any Certificate Owner will be allowed to bid assist the Indenture Trustee in the Auction, but Auction Sale bid solicitation of the assets of the proposed auction. In the event that such Advisor advises the Indenture Trustee that it believes that the then current market for home equity loans similar to the Home Equity Loans being offered for auction will not be required lead to do soa bid with a minimum price that exceeds the Redemption Price, the Indenture Trustee shall cancel the auction process until the next Bid Solicitation Date. b. On the Bid Solicitation Commencement Date, the Indenture Trustee or the Advisor will initiate its general auction procedures consisting of the following: (bi) The Servicer will also be allowed with the assistance of the Seller and the Servicer, prepare a general solicitation package along with a confidentiality agreement; (ii) prepare a list of qualified bidders, in a commercially reasonable manner; (iii) initiate contact with all qualified bidders (which may include the Seller, the Servicer, the Note Insurer and the Owners of the Certificates); (iv) send a confidentiality agreement to bid in all qualified bidders; (v) upon receipt of a signed confidentiality agreement, send solicitation packages to all interested bidders; and (vi) notify all potential bidders of the Termination Auction if it deems appropriate, but will not be required to do soanticipated timetable. c. The general solicitation package will include: (ci) On the Auction Date, all bids will be due by facsimile to prospectus from the offices public offering of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids related Series of Notes (as described in Section 10.01 "Prospectus"); (bii) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of all monthly servicing reports or a copy of all annual servicing reports and, upon a written request, the draft Sale prior years' monthly servicing reports; (iii) a form of a purchase and Servicing Agreement sale agreement and Servicer's Representations and Warranties servicing agreement for such sale; (which shall be substantially identical to the representations and warranties set forth in Section 3.01 iv) a description of the Agreement). minimum Redemption Price required to cause the Indenture Trustee to sell the Home Equity Loans; (gv) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is formal bidsheet; (vi) a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables detailed timetable; and valuations in its letter. (hvii) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms a preliminary data tape of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination Home Equity Loans as of the Trust Fund must constitute a "qualified liquidation" of most recent Payment Date reflecting the Trust Fund under Section 860F of same data attributes used to create the Code, including original Cut-Off Date tables for the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effectProspectus.

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Termination Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Termination Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Termination Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Termination Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.. Exhibit K NOTICE OF RATINGS ----------------- GREENPOINT CREDIT, LLC MANUFACTURED HOUSING CONTRACT TRUST PASS-THROUGH CERTIFICATES, SERIES 2000-5 The undersigned certifies that he is a [title] of [Servicer], a [________ corporation] [limited liability company] (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.23 of the Pooling and Servicing Agreement (the "Agreement") dated as of September 1, 2000 between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that: NOTICE IS HEREBY GIVEN to the [Auction Agent [if the Class A-1, Class A-2 or Class A-3 Certificates are held in Book-Entry Form]] [Trustee [if the Class A-1, Class A-2 or Class A-3 Certificates are no longer maintained in Book-Entry Form] by the Servicer pursuant to Section 2.3(a) of the Auction Agent Agreement that: 1. as of the date of this notice the rating by ▇▇▇▇▇'▇ on the Class A Certificates is ____ ; and 2. as of the date of this notice the rating by Standard & Poor's on the Class A Certificates is ____ ;

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 (b) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled Principal Balance will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Certificate Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (f) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 of the Agreement). (g) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (h) The Auction will stipulate the Servicer be retained to service the Contracts sold pursuant to the terms of the Sale and Servicing Agreement. (i) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts provide the Trustee with an Opinion of Counsel to that effect.

Auction Process. (a) The Advisor, any underwriter, or any Certificate Owner will be allowed to bid in the Auction, but will not be required to do so. (b) The Master Servicer will also be allowed to bid in the Termination Auction if it deems appropriate, but will not be required to do so. (c) On the Auction Date, all bids will be due by facsimile to the offices of the Trustee by 1:00 p.m. New York City time, with the winning bidder to be notified by 2:00 p.m. New York City time. All acceptable bids (as described in Section 10.01 10.1 (bc) of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Trustee receives fewer than two market value bids from participants in the market for manufactured housing installment sales contracts and installment loan contracts willing and able to purchase the Contracts, the Trustee shall decline to consummate the sale. (e) Upon notification to the winning bidder, a good faith deposit equal to one percent (1%) of the Pool Scheduled aggregate Principal Balance of all loans will be required to be wired to the Trustee upon acceptance of the bid. This deposit, along with any interest income attributable to it, will be credited to the purchase price but will not be refundable. The trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the account is fully funded and all monies are transferred into the Collection Account, such time not to be later than one Business Day before the related Distribution Date (as described above). (fe) The winning bidder will receive on the Auction Date a copy of the draft Sale and Servicing Agreement and Master Servicer's Representations and Warranties (which shall be substantially identical to the representations and warranties set forth in Section 3.01 3.1 of the Agreement). (gf) The Advisor will provide to the Trustee a letter concluding whether or not the winning bid is a fair market value bid. The Advisor will also provide such letter if it is the winning bidder. In the case where the Advisor or the Master Servicer is the winning bidder it will provide for market comparables and valuations in its letter. (hg) The Auction will stipulate the Master Servicer be retained to service the Contracts Home Equity Loans sold pursuant to the terms of the Sale and Servicing Agreement. (ih) The Auction will stipulate that such sale and consequent termination of the Trust Fund must constitute a "qualified liquidation" of the Trust Fund under Section 860F of the Code, including the requirement that such liquidation take place over a period not to exceed 90 days. The Trustee may, in its discretion, require that the purchaser of the Contracts Home Equity Loans provide the Trustee with an Opinion of Counsel to that effect.