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EXHIBIT 4.1
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BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION,
DEPOSITOR,
BOMBARDIER CAPITAL INC.,
SERVICER
AND
XXXXXX TRUST AND SAVINGS BANK,
TRUSTEE
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SERIES 1998-B POOLING AND SERVICING AGREEMENT
DATED AS OF JULY 1, 1998
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BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION,
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
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THIS SERIES 1998-B POOLING AND SERVICING AGREEMENT, dated as of July 1,
1998, is made with respect to the formation of BCMSC Securitization Trust 1998-B
(the "Trust") among BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION, a
Vermont corporation, as depositor (the "Company"), BOMBARDIER CAPITAL INC., a
Massachusetts corporation, as servicer (the "Servicer"), and Xxxxxx Trust and
Savings Bank, an Illinois banking corporation, as trustee (the "Trustee"), under
this Agreement and the Standard Terms to Pooling and Servicing Agreement, July
1998 Edition (the "Standard Terms"), all the provisions of which are
incorporated herein as modified hereby and shall be a part of this Agreement as
if set forth herein in full (this Agreement with the Standard Terms so
incorporated, the "Pooling and Servicing Agreement"). Capitalized terms used and
not otherwise defined herein shall have the respective meanings given them in
the Standard Terms.
PRELIMINARY STATEMENT
The Company has duly authorized the formation of the Trust to issue a
Series of Certificates with an aggregate initial principal amount of
$294,610,000, to be known as the Senior/Subordinated Pass-Through Certificates,
Series 1998-B (the "Certificates"). The Certificates consist of 7 Classes that
in the aggregate evidence the entire beneficial ownership interest in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make elections to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the eight Subaccounts designated as provided herein. The
"startup day" of each REMIC for purposes of the REMIC Provisions is the Closing
Date.
GRANTING CLAUSES
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
the Company hereby bargains, sells, conveys, assigns and transfers to the Trust,
in trust and as provided in this Pooling and Servicing Agreement, without
recourse and for the exclusive benefit of the Holders of the Certificates, all
of the Company's right, title and interest in and to, and any and all benefits
accruing to the Company from, (a) the Contracts and Mortgage Loans (together,
the "Assets") listed in Schedule I hereto, together with the related Contract
Documents and Mortgage Loan Documents, and all payments thereon and proceeds of
the conversion, voluntary or involuntary, of the foregoing, including, without
limitation, all rights to receive all principal and interest payments due on the
Assets on and after the Cut-off Date, including such scheduled payments received
by the Company or Seller prior to the Cut-off Date, and Principal
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Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices
and other unscheduled collections received on the Assets on and after the
Cut-off Date; (b) the security interests in the Manufactured Homes and Mortgaged
Properties granted by the Obligors pursuant to the related Assets; (c) all
funds, other than investment earnings, relating to the Contracts on deposit in
the Certificate Account or the Distribution Account for the Certificates and all
proceeds thereof, whether in the form of cash, instruments, securities or other
properties; (d) any and all rights, privileges and benefits accruing to the
Company under the Sales Agreement with respect to the Assets (provided that the
Company shall retain its rights to indemnification from the Seller under such
Sales Agreement, but also hereby conveys its rights to such indemnification to
the Trustee as its assignee), including the rights and remedies with respect to
the enforcement of any and all representations, warranties and covenants under
such Sales Agreement; and (e) proceeds of all the foregoing (including, but not
by way of limitation, all proceeds of any Standard Hazard Insurance Policy or
FHA Insurance, or any other insurance policy relating to any of the Assets, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables that at any time constitute all or
part or are included in the proceeds of any of the foregoing) to make
distributions on the Certificates as specified herein (the items referred to in
clauses (a) through (e) above shall be collectively referred to herein as the
"Trust Estate").
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform, subject to the Standard Terms, the duties herein or therein required to
the best of its ability to the end that the interests of the Holders of the
Certificates may be adequately and effectively protected.
SECTION 1. STANDARD TERMS.
The Company, the Servicer and the Trustee acknowledge that the Standard
Terms prescribe certain obligations of the Company, the Servicer and the Trustee
with respect to the Certificates. The Company, the Servicer and the Trustee
agree to observe and perform such prescribed duties, responsibilities and
obligations, and acknowledge that, except to the extent inconsistent with the
provisions of this Pooling and Servicing Agreement, the Standard Terms are and
shall be a part of this Pooling and Servicing Agreement to the same extent as if
set forth herein in full.
SECTION 2. DEFINED TERMS.
With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:
"Accelerated Principal Distribution Amount": With respect to any
Distribution Date, the excess, if any, of the Target Overcollateralization
Amount over the Current Overcollateralization Amount.
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"Accrual Date": The Accrual Date shall be July 1, 1998.
"Adjusted Certificate Principal Balance": With respect to each Class of
Subordinated Certificates on any date of determination, its Certificate
Principal Balance immediately following the most recently preceding Distribution
Date reduced by all Writedown Amounts allocated to such Class on such
Distribution Date.
"Adjusted Subaccount Principal Balance": With respect to each of the
Corresponding Subaccounts relating to the Subordinated Certificates, on any date
of determination, its Subaccount Principal Balance immediately following the
most recently preceding Distribution Date reduced by all Writedown Amounts
allocated to such Subaccount on such Distribution Date.
"Average Sixty-Day Delinquency Ratio": With respect to any Distribution
Date, the arithmetic average of the Sixty-Day Delinquency Ratios for such
Distribution Date and the two preceding Distribution Dates. The "Sixty-Day
Delinquency Ratio" for a Distribution Date is the percentage derived from the
fraction, the numerator of which is the aggregate Scheduled Principal Balance
(as of the end of the preceding Prepayment Period) of all Assets (including
Assets in respect of which the related Manufactured Home or Mortgaged Property
has been repossessed or foreclosed upon but not yet disposed of) as to which a
Monthly Payment thereon is delinquent 60 days or more as of the end of the
related Collection Period, and the denominator of which is the Pool Scheduled
Principal Balance for such Distribution Date.
"Average Thirty-Day Delinquency Ratio": With respect to any
Distribution Date, the arithmetic average of the Thirty-Day Delinquency Ratios
for such Distribution Date and the two preceding Distribution Dates. The
"Thirty-Day Delinquency Ratio" for a Distribution Date is the percentage derived
from the fraction, the numerator of which is the aggregate Scheduled Principal
Balance (as of the end of the preceding Prepayment Period) of all Assets
(including Assets in respect of which the related Manufactured Home or Mortgaged
Property has been repossessed or foreclosed upon but not yet disposed of) as to
which a Monthly Payment thereon is delinquent 30 days or more as of the end of
the related Collection Period, and the denominator of which is the Pool
Scheduled Principal Balance for such Distribution Date.
"Book-Entry Certificates": The Class A, Class M and Class B-1
Certificates.
"Carryover Interest Distribution Amount": With respect to each Class of
Certificates, except the Class X Certificates and the Residual Certificates, and
each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts and as Carryover Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, together with
interest accrued on such amount at the Pass-Through Rate in effect for such
Class during the related Interest Accrual Period. With respect to each
Subaccount on each Distribution Date, all amounts that were allocable to such
Subaccount as Priority Interest Distribution Amounts and as Carryover
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Interest Distribution Amounts on the previous Distribution Date but not
previously distributed, together with interest accrued on any such amount at the
Pass-Through Rate in effect for the Corresponding Certificates with respect to
such Subaccount during the related Interest Accrual Period.
"Carryover Non-Priority Interest Distribution Amount": For any
Subaccount, on any Distribution Date, all amounts that were distributable on
such Subaccount as Non-Priority Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.
"Carryover Writedown Interest Distribution Amount": With respect to
each Distribution Date and each related Class of Subordinated Certificates or
Subaccount relating to a Class of Subordinated Certificates, all amounts that
were distributable on such Class or Subaccount as Writedown Interest
Distribution Amounts and Carryover Writedown Interest Distribution Amounts on
the previous Distribution Date but not previously distributed, plus interest
accrued on any such amount during the related Interest Accrual Period at the
then applicable Pass-Through Rate.
"Class A Certificates": The Class A Certificates.
"Class A Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date and the denominator of
which is the sum of the Class A Certificate Principal Balance, the Class M-1
Adjusted Certificate Principal Balance, the Class M-2 Adjusted Certificate
Principal Balance, the Class B-1 Adjusted Certificate Principal Balance and the
Class B-2 Adjusted Certificate Principal Balance, each immediately prior to such
Distribution Date.
"Class A Principal Distribution Amount": For any Distribution Date,
will equal (i) prior to the Cross-over Date, the entire Principal Distribution
Amount, (ii) on any Distribution Date as to which the Principal Distribution
Tests are not met, the entire Principal Distribution Amount, or (iii) on any
other Distribution Date, the Class A Percentage of the Principal Distribution
Amount. For any Distribution Date, if the Class A Principal Distribution Amount
exceeds the Class A Certificate Principal Balance less the Principal
Distribution Shortfall Carryover Amount with respect to such Class and
Distribution Date, then such amounts shall be allocated to the Class M-1
Principal Distribution Amount.
"Class A Subaccount": The Class A Subaccount.
"Class B Certificates": The Class B-1 Certificates and Class B-2
Certificates.
"Class B Subaccounts": Either or all, as appropriate, of the Class B-1
or Class B-2 Subaccounts.
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"Class B-1 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Adjusted Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date and the denominator
of which is the sum of the Class A Certificate Principal Balance, the Class M-1
Adjusted Certificate Principal Balance, the Class M-2 Adjusted Certificate
Principal Balance, the Class B-1 Adjusted Certificate Principal Balance and the
Class B-2 Adjusted Certificate Principal Balance, each immediately prior to such
Distribution Date.
"Class B-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance and the
Class M Certificate Principal Balance have not been reduced to zero and prior to
the Cross-over Date, zero, (ii) on any Distribution Date as to which the
Principal Distribution Tests are not met and the Class A Certificate Principal
Balance and the Class M Certificate Principal Balance have not been reduced to
zero, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A Certificate Principal Balance and
the Class M Certificate Principal Balance each have been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
B-1 Percentage of the Principal Distribution Amount. For any Distribution Date,
if the Class B-1 Principal Distribution Amount exceeds the Class B-1 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class B-2 Principal Distribution Amount.
"Class B-2 Floor Amount": With respect to any Distribution Date, either
(a) 0.75% of the Pool Scheduled Principal Balance as of the Cut-off Date, if the
Class A Certificate Principal Balance, the Class M Certificate Principal Balance
and the Class B-1 Certificate Principal Balance have not been reduced to zero
immediately prior to such Distribution Date, and (b) zero, if the Class A
Certificate Principal Balance, the Class M Certificate Principal Balance and the
Class B-1 Certificate Principal Balance have been reduced to zero immediately
prior to such Distribution Date.
"Class B-2 Percentage": With respect to each Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class B-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
sum of the Class A Certificate Principal Balance, the Class M-1 Adjusted
Certificate Principal Balance, the Class M-2 Adjusted Certificate Principal
Balance, the Class B-1 Adjusted Certificate Principal Balance and the Class B-2
Adjusted Certificate Principal Balance, each immediately prior to such
Distribution Date.
"Class B-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance, the Class M
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have not been reduced to zero and prior to the Crossover Date, zero, (ii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A Certificate Principal Balance, the Class M Certificate Principal
Balance and the Class B-1 Certificate Principal Balance have not been reduced to
zero, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A Certificate Principal Balance,
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the Class M Certificate Principal Balance and the Class B-1 Certificate
Principal Balance each have been reduced to zero, the Principal Distribution
Amount, or (iv) on any other Distribution Date, the Class B-2 Percentage of the
Principal Distribution Amount. If the Class A Certificate Principal Balance, the
Class M Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have not been reduced to zero on or before a Distribution Date, then
amounts otherwise allocable as Class B-2 Principal Distribution Amounts shall be
allocated first to the Class B-1 Principal Distribution Amount, next to the
Class M-2 Principal Distribution Amount, next to the Class M-1 Principal
Distribution Amount, and finally to the Class A Principal Distribution Amount,
to the extent that allocation of such amounts to the Class B-2 Principal
Distribution Amount would reduce the Class B-2 Certificate Principal Balance
below the Class X-0 Xxxxx Xxxxxx. Xx any Distribution Date, the Class B-2
Principal Distribution Amount shall not exceed the Class B-2 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and such Distribution Date.
"Class M Certificates": The Class M-1 Certificates and Class M-2
Certificates.
"Class M-1 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-1 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
sum of the Class A Certificate Principal Balance, the Class M-1 Adjusted
Certificate Principal Balance, the Class M-2 Adjusted Certificate Principal
Balance, the Class B-1 Adjusted Certificate Principal Balance and the Class B-2
Adjusted Certificate Principal Balance, each immediately prior to such
Distribution Date.
"Class M-1 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance has not been
reduced to zero and prior to the Cross-over Date, zero, (ii) on any Distribution
Date as to which the Principal Distribution Tests are not met and the Class A
Certificate Principal Balance has not been reduced to zero, zero, (iii) on any
Distribution Date as to which the Principal Distribution Tests are not met and
the Class A Certificate Principal Balance has been reduced to zero, the
Principal Distribution Amount, or (iv) on any other Distribution Date, the Class
M-1 Percentage of the Principal Distribution Amount. For any Distribution Date,
if the Class M-1 Principal Distribution Amount exceeds the Class M-1 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class M-2 Principal Distribution Amount.
"Class M-2 Percentage": With respect to any Distribution Date, the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the Class M-2 Adjusted Certificate Principal Balance
immediately prior to such Distribution Date and the denominator of which is the
sum of the Class A Certificate Principal Balance, the Class M-1 Adjusted
Certificate Principal Balance, the Class M-2 Adjusted Certificate Principal
Balance, the Class B-1 Adjusted Certificate Principal Balance and the Class B-2
Adjusted Certificate Principal Balance, each immediately prior to such
Distribution Date.
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"Class M-2 Principal Distribution Amount": For any Distribution Date
will equal (i) as long as the Class A Certificate Principal Balance and the
Class M-1 Certificate Principal Balance have not been reduced to zero and prior
to the Cross-over Date, zero, (ii) on any Distribution Date as to which the
Principal Distribution Tests are not met and the Class A Certificate Principal
Balance and the Class M-1 Certificate Principal Balance have not been reduced to
zero, zero, (iii) on any Distribution Date as to which the Principal
Distribution Tests are not met and the Class A Certificate Principal Balance and
the Class M-1 Certificate Balance have been reduced to zero, the Principal
Distribution Amount, or (iv) on any other Distribution Date, the Class M-2
Percentage of the Principal Distribution Amount. For any Distribution Date, if
the Class M-2 Principal Distribution Amount exceeds the Class M-2 Certificate
Principal Balance less the Principal Distribution Shortfall Carryover Amount
with respect to such Class and Distribution Date, then such amounts shall be
allocated to the Class B-1 Principal Distribution Amount.
"Class M Subaccount": Either or all, as appropriate, of the Class M-1
or Class M-2 Subaccounts.
"Class R Certificates": The Class R Certificates, which comprise both
the Pooling REMIC Residual Interest and the Issuing REMIC Residual Interest.
"Class R-1 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 9(b) hereof, the Class R-1 Certificates,
which will represent the Issuing REMIC Residual Interest.
"Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 9(b) hereof, the Class R-2 Certificates,
which will represent the Pooling REMIC Residual Interest.
"Class X Carryover Strip Amount": With respect to the Class X
Certificates on each Distribution Date, all amounts that were distributable on
such Class as Class X Strip Amounts on previous Distribution Dates that remain
unpaid.
"Class X Certificates": The Class X Certificates created pursuant to
Section 3 hereof.
"Class X Strip Amount": With respect to any Distribution Date, 30 days'
interest on the Subaccount Principal Balance of the Class A, Class B and Class M
Subaccounts, at a rate equal to the difference, if any, between the Weighted
Average Net Asset Rate and the weighted average of the Pass-Through Rates on the
Class A, Class M and Class B Certificates.
"Closing Date": July 21, 1998.
"Corporate Trust Office": The address set forth below under "Trustee".
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"Corresponding Certificates": For any Subaccount, the Class of
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.
"Corresponding Subaccount": For any Class of Certificates, the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.
"Cross-over Date": The later to occur of (a) the Distribution Date
occurring in August 2003 or (b) the first Distribution Date on which the
percentage equivalent of a fraction (which shall not be greater than 1) the
numerator of which is the aggregate Adjusted Certificate Principal Balance of
the Subordinated Certificates plus the Current Overcollateralization Amount for
such Distribution Date and the denominator of which is the Pool Scheduled
Principal Balance on such Distribution Date as of the first day of the related
Collection Period, equals or exceeds 1.93 times the percentage equivalent of a
fraction (which shall not be greater than 1) the numerator of which is the
initial aggregate Adjusted Certificate Principal Balance of the Subordinated
Certificates plus the Current Overcollateralization Amount as of the Closing
Date and the denominator of which is the Pool Scheduled Principal Balance as of
the Cut-off Date.
"Cumulative Realized Losses": With respect to any Distribution Date,
the aggregate Realized Losses incurred on Liquidated Assets during the period
from the Cut-off Date through the end of the related Prepayment Period.
"Current Overcollateralization Amount": As of any Distribution Date,
the positive difference, if any, between the Scheduled Principal Balance of the
Assets and the Certificate Principal Balance of all then outstanding Classes of
Certificates.
"Current Realized Loss Ratio": With respect to any Distribution Date,
the annualized percentage derived from the fraction, the numerator of which is
the sum of the aggregate Realized Losses for the three preceding Prepayment
Periods and the denominator of which is the arithmetic average of the Pool
Scheduled Principal Balances for such Distribution Date and the preceding two
Distribution Dates.
"Cut-off Date": July 1, 1998.
"ERISA Restricted Certificates": The Class M, Class B, Class X and
Class R Certificates.
"Institutional Holder": An insurance company whose long-term debt is
rated at least A- by a Rating Agency, or an equivalent rating from any other
nationally recognized statistical rating organization.
"Interest Distribution Amount": On each Distribution Date, an amount
equal to interest accrued at the applicable Pass-Through Rate during the related
Interest Accrual Period on (i) in the case of the Class A Certificates or the
Class A Subaccount, the Certificate Principal Balance of such Class or the
Subaccount Principal Balance of such Subaccount, respectively, immediately prior
to
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that Distribution Date and (ii) in the case of the Subordinated Certificates or
the Corresponding Subaccounts, on the Adjusted Certificate Principal Balance of
such Class or the Subaccount Principal Balance of such Subaccount, respectively,
immediately prior to that Distribution Date.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Non-Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the positive difference, if any, between
(i) the related Interest Distribution Amount for such Subaccount and (ii) the
related Priority Interest Distribution Amount for such Subaccount.
"Offered Subordinated Certificates": The Class M and Class B-1
Certificates.
"Overcollateralization Reduction Amount": For any Distribution Date,
the excess, if any, of the Current Overcollateralization Amount over the Target
Overcollateralization Amount; provided, however, that if on any Distribution
Date the Principal Distribution Tests are not satisfied, then the
Overcollateralization Reduction Amount for such Distribution Date shall be zero.
"Pass-Through Rate": With respect to each Class of Certificates (except
the Class X Certificates and the Residual Certificates) on any Distribution
Date, the per annum rate for such Class set forth in the table in Section 3
hereof. With respect to any Subaccount on any Distribution Date, the then
applicable Weighted Average Net Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
"Principal Distribution Amount": On any Distribution Date other than
the Distribution Date that is the Termination Date, the sum of the following
amounts: (a) the sum of the principal components of all Monthly Payments
scheduled to be made during the related Collection Period on the related Assets
that were Outstanding at the start of such Collection Period (regardless of
whether such Monthly Payments were received by the Servicer from the related
Obligors), not including any Monthly Payments due on Liquidated Assets or
repurchased Contracts; (b) the sum of the amounts of all Principal Prepayments
received by the Servicer on the related Assets during the related Prepayment
Period; (c) with respect to any related Asset that became a Liquidated Asset
during the related Prepayment Period, the Scheduled Principal Balance thereof on
the date of liquidation thereof (determined without giving effect to such
liquidation); (d) with respect to any related Asset that was purchased or
repurchased by the Servicer, the Seller or the Company pursuant to Section 2.06
of the Standard Terms during the related Prepayment Period, the Scheduled
Principal Balance thereof on
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the date of purchase or repurchase thereof (determined without giving effect to
such purchase or repurchase) less (e) the Overcollateralization Reduction
Amount.
On the Distribution Date that is the Termination Date, the Principal
Distribution Amount shall be the Pool Scheduled Principal Balance for such
Distribution Date.
"Principal Distribution Shortfall Carryover Amount": With respect to
each Distribution Date and each Class of Certificates, an amount equal to all
Principal Distribution Amounts distributable on such Class from previous
Distribution Dates that have not yet been distributed on such Class of
Certificates. With respect to each Distribution Date and each Corresponding
Subaccount, an amount equal to all Principal Distribution Amounts distributable
on the Corresponding Certificates from previous Distribution Dates that have not
yet been distributed on such Corresponding Certificates.
"Principal Distribution Tests": With respect to each Distribution Date:
(a) the Average Sixty-Day Delinquency Ratio as of such Distribution Date does
not exceed 5.00%; (b) the Average Thirty-Day Delinquency Ratio as of such
Distribution Date does not exceed 7.00%; (c) the Cumulative Realized Losses as
of such Distribution Date do not exceed an amount equal to the percentage set
forth below of the initial aggregate Certificate Principal Balance of all the
Certificates:
Distribution Dates Percentage
August 2003 through July 2004 7%
August 2004 through July 2005 8%
August 2005 and after 9%;
and (d) the Current Realized Loss Ratio as of such Distribution Date does not
exceed 2.75%.
"Priority Interest Distribution Amount": For any Subaccount, on any
Distribution Date, an amount equal to the Interest Distribution Amount for the
Corresponding Certificates.
"Private Certificates": The Class B-2 Certificates, Class X
Certificates and Residual Certificates.
"Qualified Bidders": Firms and institutions that are engaged in the
business of buying and selling manufactured housing paper.
"Rating Agency": Each of Fitch IBCA, Inc. (One Xxxxx Xxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and Xxxxx'x Investors Service, Inc. (99 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000).
"Regular Certificates": The Class A Certificates, Class M Certificates,
Class B Certificates and Class X Certificates.
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"Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 9(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"Responsible Officer": Shall mean when used with respect to the Trustee
any officer within the Corporate Trust Office including any Managing Director,
Vice President, Assistant Vice President, Secretary, Assistant Secretary of
Assistant Treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.
"Rule 144A Certificates": The Class B-2, Class X and Residual
Certificates.
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following five subaccounts established solely
for purposes of the REMIC Provisions by the Trustee, which have the Pass-Through
Rates and initial Subaccount Principal Balances set forth below:
INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
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A (1) $226,969,000
M-1 (1) $ 24,050,000
M-2 (1) $ 15,031,000
B-1 (1) $ 16,535,000
B-2 (1) $ 12,025,000
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
The final scheduled Distribution Date for each Subaccount is the
October 2028 Distribution Date. For purposes of Treasury Regulation
Section1.860G-l(a)(4), the latest possible maturity date for each of the
Subaccounts shall be the October 2028 Distribution Date.
"Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 6 hereof.
"Subordinated Certificates": The Class M, Class B, Class X and Residual
Certificates.
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"Target Overcollateralization Amount": Shall mean (i) for any
Distribution Date prior to the Cross-over Date, 4.50% of the Pool Scheduled
Principal Balance as of the Cut-off Date, and (ii) for any other Distribution
Date, the lesser of (x) 4.50% of the Pool Scheduled Principal Balance as of the
Cut-off Date and (y) 7.88% of the Pool Scheduled Principal Balance for the next
succeeding Distribution Date; provided, however, that in no event shall the
Target Overcollateralization Amount be less than 1.25% of the Pool Scheduled
Principal Balance as of the Cut-off Date.
"Trustee": Xxxxxx Trust and Savings Bank, not in its individual
capacity but solely as Trustee under this Pooling and Servicing Agreement, or
any successor trustee appointed as herein provided. Notices to the Trustee shall
be sent to 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention:
Indenture Trust Administration, Facsimile No. 000-000-0000 (the "Corporate Trust
Office"), or the address specified by its successor in interest.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriter": Each of Credit Suisse First Boston Corporation (whose
address is 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10010) and First Chicago
Capital Markets, Inc. (whose address is 0 Xxxxx Xxxxxxxx Xxxxx, Xxxx Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 60670).
"Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Assets that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate.
"Writedown Amount": With respect to each Distribution Date, the amount,
if any, by which (i) the aggregate Certificate Principal Balance of all the
Certificates, after all distributions have been made on the Certificates on such
Distribution Date pursuant to Section 5(b) hereof, exceeds (ii) the Pool
Scheduled Principal Balance of the Assets for the next Distribution Date.
"Writedown Interest Distribution Amount": With respect to each
Distribution Date and each Class of Subordinated Certificates, interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount. With respect to each Distribution Date and each
Corresponding Subaccount, interest accrued during the related Interest Accrual
Period on any related Writedown Amount at the Pass-Through Rate applicable to
the Corresponding Certificates.
SECTION 3. CERTIFICATES.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$294,610,000 except for Certificates executed and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued
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in seven Classes having the designations, initial Certificate Principal
Balances, Pass-Through Rates and Final Scheduled Distribution Dates set forth or
described below:
INITIAL FINAL
CERTIFICATE PASS SCHEDULED
PRINCIPAL THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(8)
----------- ------- ---- -------
A $226,969,000 (1) October 15, 2028
M-1 $ 24,050,000 (2) October 15, 2028
M-2 $ 15,031,000 (3) October 15, 2028
B-1 $ 16,535,000 (4) October 15, 2028
B-2 $ 12,025,000 (5) October 15, 2028
X (6) (6) October 15, 2028
R (7) (7) October 15, 2028
(1) The Pass-Through Rate on the Class A Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.53% per annum or (ii)
the Weighted Average Net Asset Rate.
(2) The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 6.81% per annum or (ii)
the Weighted Average Net Asset Rate.
(3) The Pass-Through Rate on the Class M-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.31% per annum or (ii)
the Weighted Average Net Asset Rate.
(4) The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date shall be equal to the lesser of (i) 7.76% per annum or (ii)
the Weighted Average Net Asset Rate.
(5) The Pass-Through Rate on the Class B-2 Certificates for any
Distribution Date shall be equal to the lesser of (i) 8.72% per annum or (ii)
the Weighted Average Net Asset Rate.
(6) The Class X Certificates shall have no Certificate Principal
Balance and no Pass- Through Rate. The Class X Certificates will represent the
right to receive, on each Distribution Date, the applicable Class X Strip Amount
and any Class X Carryover Strip Amount.
(7) The Class R Certificates shall have no Certificate Principal
Balance and no Pass- Through Rate, and shall represent the residual interest in
both the Pooling REMIC and the Issuing REMIC. Following the division of the
Class R Certificates into two separately transferable, certificated and fully
registered certificates in accordance with Section 9(b) hereof, the Class R-1
and
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Class R-2 Certificates shall have no Certificate Principal Balances and no
Pass-Through Rates and shall represent the residual interest in the Issuing
REMIC and the Pooling REMIC, respectively.
(8) For purposes of Treasury Regulation Section1.860G-1(a)(4), the
latest possible maturity date of each Class of Certificates shall be the Final
Scheduled Distribution Date.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates will be held by the Beneficial Owners
through the book-entry facilities of the Clearing Agency, in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof in the
case of the Class A Certificates and minimum denominations of $25,000 and
integral multiples of $1 in excess thereof in the case of the Class M and Class
B-1 Certificates.
The Class B-2 Certificates, the Class X Certificates and the Residual
Certificates will be issued in certificated, fully registered form. The Class
B-2 Certificates will be issued in minimum denominations of $25,000 and integral
multiples of $1 in excess thereof, except that one Certificate may be issued in
a different denomination that evidences the remainder of the aggregate initial
Certificate Principal Balance of such Class. The Class X Certificates and the
Residual Certificates will be issued in minimum Percentage Interests equal to
10%.
SECTION 5. DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution Amount to the
various Subaccounts, and, where applicable, the Servicer, to the extent of the
amount thereof remaining after application pursuant to clauses (1) through (4)
of Section 4.03 of the Standard Terms, in the following manner and in the
following order of priority all in accordance with related Remittance Report:
(i) First, to the Class A Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(ii) Second, to the Class M-1 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date;
(iii) Third, to the Class M-2 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date;
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(iv) Fourth, to the Class B-1 Subaccount, (A) first, the
related Priority Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Interest Distribution
Amount for such Distribution Date;
(v) Fifth, to the Class B-2 Subaccount, (A) first, the related
Priority Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(vi) Sixth, to the Class A Subaccount, the related Principal
Distribution Shortfall Carryover Amount for the Class A Subaccount if
any, for such Distribution Date;
(vii) Seventh, to the Class A Subaccount, the Class A
Principal Distribution Amount in reduction of the Subaccount Principal
Balance of such Class, until it is reduced to zero;
(viii) Eighth, to the Class M-1 Subaccount, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(ix) Ninth, to the Class M-1 Subaccount, the related Principal
Distribution Shortfall Carryover Amount for the Class M-1 Subaccount,
if any, for such Distribution Date;
(x) Tenth, to the Class M-1 Subaccount, the Class M-1
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until it is reduced to zero;
(xi) Eleventh, to the Class M-2 Subaccount, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(xii) Twelfth, to the Class M-2 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class M-2
Subaccount, if any, for such Distribution Date;
(xiii) Thirteenth, to the Class M-2 Subaccount, the Class M-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until it is reduced to zero;
(xiv) Fourteenth, to the Class B-1 Subaccount, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
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(xv) Fifteenth, to the Class B-1 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Subaccount, if any, for such Distribution Date;
(xvi) Sixteenth, to the Class B-1 Subaccount, the Class B-1
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until it is reduced to zero;
(xvii) Seventeenth, to the Class B-2 Subaccount, (A) first,
any related Writedown Interest Distribution Amount for such
Distribution Date, and (B) second, any related Carryover Writedown
Interest Distribution Amount for such Distribution Date;
(xviii) Eighteenth, to the Class B-2 Subaccount, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Subaccount, if any, for such Distribution Date;
(xix) Nineteenth, to the Class B-2 Subaccount, the Class B-2
Principal Distribution Amount, in reduction of the Subaccount Principal
Balance of such Class, until it is reduced to zero;
(xx) Twentieth, to each Subaccount, (i) first, its Carryover
Non-Priority Interest Distribution Amount for such Distribution Date,
(ii) second, its Non-Priority Interest Distribution Amount for such
Distribution Date, and (iii) its remaining Subaccount Principal Balance
in each case with the Available Distribution Amount being allocated
among the Subaccounts pro rata based upon the total amount remaining to
be paid with respect to each Subaccount under each clause of this
provision; and
(xxi) Finally, any remainder to Holders of the Pooling REMIC
Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations have
been made as described in Section 5(a) above, the Trustee (or the Paying Agent
on behalf of the Trustee) shall withdraw all amounts allocated to the various
Subaccounts, and shall distribute such amounts in the following manner and in
the following order of priority all in accordance with the related Remittance
Report:
(i) First, to the Class A Certificates, (A) first, the related
Interest Distribution Amount for such Distribution Date, and (B)
second, any related Carryover Interest Distribution Amount, for such
Distribution Date;
(ii) Second, to the Class M-1 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
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(iii) Third, to the Class M-2 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(iv) Fourth, to the Class B-1 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date, and
(B) second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(v) Fifth, to the Class B-2 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution Date and (B)
second, any related Carryover Interest Distribution Amount for such
Distribution Date;
(vi) Sixth, to the Class A Certificates, the related Principal
Distribution Shortfall Carryover Amount for the Class A Certificates,
if any, for such Distribution Date;
(vii) Seventh, to the Class A Certificates, the Class A
Principal Distribution Amount in reduction of the Certificate Principal
Balance of such Class, until it is reduced to zero;
(viii) Eighth, to the Class M-1 Certificates, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(ix) Ninth, to the Class M-1 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class M-1
Certificates, if any, for such Distribution Date;
(x) Tenth, to the Class M-1 Certificates, the Class M-1
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xi) Eleventh, to the Class M-2 Certificates, (A) first, any
related Writedown Interest Distribution Amount for such Distribution
Date, and (B) second, any related Carryover Writedown Interest
Distribution Amount for such Distribution Date;
(xii) Twelfth, to the Class M-2 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class M-2
Certificates, if any, for such Distribution Date;
(xiii) Thirteenth, to the Class M-2 Certificates, the Class
M-2 Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
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(xiv) Fourteenth, to the Class B-1 Certificates, (A) first,
any related Writedown Interest Distribution Amount for such
Distribution Date, and (B) second, any related Carryover Writedown
Interest Distribution Amount for such Distribution Date;
(xv) Fifteenth, to the Class B-1 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-1
Certificates, if any, for such Distribution Date;
(xvi) Sixteenth, to the Class B-1 Certificates, the Class X-x
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xvii) Seventeenth, to the Class B-2 Certificates, (A) first,
any related Writedown Interest Distribution Amount for such
Distribution Date, and (B) second, any related Carryover Writedown
Interest Distribution Amount for such Distribution Date;
(xviii) Eighteenth, to the Class B-2 Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Class B-2
Certificates, if any, for such Distribution Date;
(xix) Nineteenth, to the Class B-2 Certificates, the Class B-2
Principal Distribution Amount, in reduction of the Certificate
Principal Balance of such Class, until it is reduced to zero;
(xx) Twentieth, to the Class A Certificates, the Accelerated
Principal Distribution Amount for such Distribution Date, in reduction
of the Certificate Principal Balance of such Class, until it is reduced
to zero;
(xxi) Twenty-first, to the Class X Certificates in the
following sequential order:
(A) the current Class X Strip Amount; and
(B) any Class X Carryover Strip Amount; and
(xxii) Finally, any remainder to the holders of the Issuing
REMIC Residual Interest.
(c) All distributions or allocations made with respect to each Class on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on their respective Percentage Interests. So
long as the Book-Entry Certificates are registered in the name of a Clearing
Agency or its nominee, the Trustee shall make all distributions or allocations
on such Certificates by wire transfers of immediately available funds to the
Clearing Agency or its nominee. In the case of Certificates issued in
fully-registered, certificated form, payment shall be made either (i) by check
mailed to the address of each Certificateholder as it appears in the Certificate
Register on the Record Date immediately prior to such Distribution Date or (ii)
by wire transfer of immediately available funds to the account of a Holder at a
bank or other entity having appropriate
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facilities therefor, if such Holder shall have so notified the Trustee in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and such Holder is (A) with respect to any Class A,
Class M or Class B Certificates issued after the Closing Date in certificated,
fully-registered form, the registered owner of Class A, Class M or Class B
Certificates with an aggregate initial Certificate Principal Balance of at least
$1,000,000, and (B) with respect to the Residual Certificates or Class X
Certificates, the registered owner of the Residual Certificates or Class X
Certificates evidencing an aggregate Percentage Interest of at least 50%. The
Trustee may charge any Holder its standard wire transfer fee for any payment
made by wire transfer. Final distribution on the Certificates will be made only
upon surrender of the Certificates at the offices of the Trustee set forth in
the notice of such final distribution sent by the Trustee to all
Certificateholders pursuant to Section 9.01 of the Standard Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any
Distribution Date after all distributions required to be made by this Pooling
and Servicing Agreement have been made, and any amounts remaining in the Issuing
REMIC after payment in full of the Regular Interests therein and any
administrative expenses associated with the Trust, will be distributed to the
Holders of the Issuing REMIC Residual Interest.
SECTION 6. ALLOCATION OF WRITEDOWN AMOUNTS.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, the Writedown Amount, if
any, shall be allocated on such Distribution Date by the Trustee in the
following manner and in the following order of priority all in accordance with
the related Remittance Report:
(a) First, to the Class B-2 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero;
(b) Second, to the Class B-1 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero;
(c) Third, to the Class M-2 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero; and
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(d) Finally, to the Class M-1 Subaccount, to be applied in
reduction of the Adjusted Subaccount Principal Balance of such
Subaccount, until the Adjusted Subaccount Principal Balance has been
reduced to zero.
Writedown Amounts allocated to the Class B-2, Class B-1, Class M-2 and
Class M-1 Subaccounts pursuant to this Section 6 shall be allocated to the Class
B-2, Class B-1, Class M-2 and Class M-1 Certificates, respectively, until the
Adjusted Certificate Principal Balance of each such Class has been reduced to
zero.
SECTION 7. REMITTANCE REPORTS.
(a) The Remittance Report for each Distribution Date shall identify the
following items, in addition to the items specified in Section 4.01 of the
Standard Terms:
(1) the Interest Distribution Amount for each Class of the
Certificates for such Distribution Date (which shall equal the Priority
Interest Distribution Amount for the Corresponding Subaccount) and the
Carryover Interest Distribution Amount, as well as any Writedown
Interest Distribution Amount and any Carryover Writedown Interest
Distribution Amount, for each Class of the Certificates for such
Distribution Date, and the amount of interest of each such category to
be distributed on each such Class based upon the Available Distribution
Amount for such Distribution Date;
(2) the amount to be distributed on such Distribution Date on
each Class of the Certificates to be applied to reduce the Certificate
Principal Balance of such Class (which will be equal to the amount to
be allocated on such Distribution Date on the Corresponding Subaccount
to be applied to reduce the Subaccount Principal Balance of such
Subaccount), separately identifying any portion of such amount
attributable to any prepayments, the amount to be distributed to reduce
the Principal Distribution Shortfall Carryover Amount on each such
Class based upon the Available Distribution Amount for such
Distribution Date and separately identifying any Accelerated Principal
Distribution Amount to be distributed on the Class A Certificates or
any Overcollateralization Reduction Amount;
(3) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(4) the amount of any Writedown Amounts to be allocated to
reduce the Certificate Principal Balance of any Class of Subordinated
Certificates (which will be equal to the amount of any Writedown Amount
to be allocated to the Corresponding Subaccount) on such Distribution
Date;
(5) the Certificate Principal Balance of each Class of the
Certificates (which will be equal to the Subaccount Principal Balance
of the Corresponding Subaccount) and the Adjusted Certificate Principal
Balance of each Class of the Subordinated Certificates (which will be
equal to the Adjusted Subaccount Principal Balance of the Corresponding
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Subaccount) after giving effect to the distributions to be made (and
any Writedown Amounts to be allocated) on such Distribution Date;
(6) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Distribution
Amount remaining unpaid, if any, for each Class of Certificates (which
will be equal to the Priority Interest Distribution Amount and
Carryover Interest Distribution Amount remaining unpaid on the
Corresponding Subaccount), after giving effect to all distributions to
be made on such Distribution Date;
(7) the aggregate Writedown Interest Distribution Amount
remaining unpaid, if any, and the aggregate Carryover Writedown
Interest Distribution Amount remaining unpaid, if any, for each Class
of Certificates (which will be equal to such amounts remaining unpaid
on the Corresponding Subaccount), after giving effect to all
distributions to be made on such Distribution Date;
(8) the aggregate Principal Distribution Shortfall Carryover
Amount remaining unpaid, if any, for each Class of Certificates, after
giving effect to the distributions to be made on such Distribution
Date; and
(9) the Target Overcollateralization Amount, Current
Overcollateralization Amount, the Overcollateralization Reduction
Amount, if any, and the Accelerated Principal Distribution Amount, if
any.
In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class M
or Class B Certificate, as a dollar amount per $1,000 denomination.
(b) In addition to mailing a copy of the related Remittance Report to
each Certificateholder on each Distribution Date in accordance with Section 4.01
of the Standard Terms, on each Distribution Date, the Trustee shall mail a copy
of the related Remittance Report to each Underwriter (to the attention of the
person, if any, reported to the Trustee by the applicable Underwriter), to the
Seller and to The Bloomberg (to the address and to the person, if any, specified
to the Trustee by Credit Suisse First Boston Corporation). The Trustee shall not
be obligated to mail any Remittance Report to The Bloomberg unless and until
Credit Suisse First Boston Corporation shall have notified the Trustee in
writing of the name and address to which such reports are to be mailed, which
notice, once delivered, will be effective for all Distribution Dates after the
date such notice is received by the Trustee unless and until superseded by a
subsequent notice.
SECTION 8. LIMITED RIGHT OF SERVICER TO RETAIN SERVICING FEES FROM COLLECTIONS.
The Servicer may retain its Servicing Fee and any other servicing
compensation provided for herein and in the Standard Terms from gross interest
collections on the Assets prior to depositing such collections into the
Certificate Account.
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SECTION 9. REMIC ADMINISTRATION.
(a) For purposes of the REMIC Provisions, all of the Certificates
(except the Residual Certificates) will be designated as the "regular interests"
in the Issuing REMIC, the nine Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 9(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
(b) Upon the request of any registered Holder of a Class R Certificate,
the Trustee on behalf of the Trust shall issue to such Holder two separately
transferable, certificated and fully registered Certificates (a Class R-1
Certificate and a Class R-2 Certificate), in substantially the forms of Exhibit
R-1 and Exhibit R-2 attached hereto. In the event that the Class R Certificates
are exchanged for separately transferrable Class R-1 and Class R-2 Certificates:
(1) the Class R-1 Certificates will be designated as the residual interest in
the Issuing REMIC, (2) the Class R-2 Certificates will be designated as the
residual interest in the Pooling REMIC, (3) the Holders of a majority of the
Percentage Interest in the Class R-1 Certificates together with the Holders of a
majority of the Percentage Interest in the Class R-2 Certificates will have the
option to make a Terminating Purchase given to the Holders of a majority of the
Percentage Interest in the Residual Certificates pursuant to Section 9.01 of the
Standard Terms, and (4) the restrictions on the transfer of a Residual
Certificate provided in the Standard Terms will apply to both the Class R-1 and
the Class R-2 Certificates.
SECTION 10. AUCTION CALL.
(a) If neither the Servicer nor the Residual Majority exercises its
optional termination right as described in Section 9.01 of the Standard Terms
within 90 days after it first becomes entitled to do so, the Trustee shall use
commercially reasonable efforts to solicit bids for the purchase of all Assets,
REO Properties and Repo Properties remaining in the Trust from no fewer than two
prospective purchasers that it believes to be Qualified Bidders.
(b) If the Trustee receives bids from at least two Qualified Bidders
and the net proceeds of the highest bid are equal to or greater than the
Termination Price, the Trustee shall promptly advise the Servicer of the highest
bid and the terms of purchase, and the Servicer shall have three Business Days,
at its option, to match the terms of such bid. The Trustee shall thereafter sell
or cause the sale of the Assets, REO Properties and Repo Properties either (i)
to the Servicer, if it shall so elect, or (ii) to the highest bidder, and in
either case the Trustee shall distribute the net proceeds of such sale in
redemption of the Certificates in compliance with Article IX of the Standard
Terms and Section 5 hereof. Any such sale must also comply with the requirements
applicable to a Terminating Purchase set forth in Section 9.02 of the Standard
Terms.
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(c) Any costs incurred by the Trustee in connection with such sale
(including without limitation any legal opinions or consents required by Section
9.02 of the Standard Terms) shall be deducted from the bid price of the Assets,
REO Properties and Repo Properties in determining the net proceeds therefrom.
(d) If the Trustee does not obtain bids from at least two Qualified
Bidders, or does not receive a bid such that the net proceeds therefrom would at
least equal the Termination Price, it shall not sell the Assets, REO Properties
and Repo Properties, and shall thereafter have no obligation to attempt to sell
same.
(e) The Servicer shall cooperate with and provide necessary information
to the Trustee in connection with any auction sale as described herein.
(f) The Trustee shall have no liability in respect of any bids it
receives and such amounts shall be conclusive and binding upon the parties
hereto and the Certificateholders.
SECTION 11. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
0.5% to the Class R Certificates, 0.5% to the Class X Certificates and 99% to
the other Certificates in proportion with their respective Certificate Principal
Balance.
SECTION 12. GOVERNING LAW.
The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of New York applicable to agreements
made and to be performed therein. The parties hereto agree to submit to the
personal jurisdiction of all federal and state courts sitting in the State of
New York and hereby irrevocably waive any objection to such jurisdiction. In
addition, the parties hereto hereby irrevocably waive any objection that they
may have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement in any federal or state court sitting in the State
of New York, and further irrevocably waive any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.
SECTION 13. FORMS OF CERTIFICATES.
Each of the Schedules and Exhibits attached hereto or referenced herein
are incorporated herein by reference as contemplated by the Standard Terms. Each
Class of Certificates shall be in substantially the related form attached
hereto, as set forth in the Index to Schedules and Exhibits attached hereto.
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SECTION 14. COUNTERPARTS.
The Pooling and Servicing Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 15. ENTIRE AGREEMENT.
The Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
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IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have
caused this Pooling and Servicing Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the day and year first above written.
BOMBARDIER CAPITAL MORTGAGE
SECURITIZATION CORPORATION
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxx X'Xxxxx
----------------------------------
Name: Xxxx X'Xxxxx
Title: Assistant Secretary
BOMBARDIER CAPITAL INC.
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxx X'Xxxxx
----------------------------------
Name: Xxxx X'Xxxxx
Title: Assistant Secretary
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
By: /s/ E. Xxx Xxxxxxxxx
----------------------------------
Name: E. Xxx Xxxxxxxxx
Title: Vice President
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INDEX TO EXHIBITS AND SCHEDULES
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class B Certificate
Exhibit D Form of Class X Certificate
Exhibit E Form of Class R Certificate
Exhibit R-1 Form of Class R-1 Certificate
Exhibit R-2 Form of Class R-2 Certificate
Schedule I Asset Schedule
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EXHIBIT A
Form of Class A Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS A PASS-THROUGH CERTIFICATE
THIS CLASS A CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
PASS-THROUGH RATE: CALCULATED AS CERTIFICATE PRINCIPAL BALANCE OF
DESCRIBED HEREIN THE CLASS A CERTIFICATES AS OF THE
CLOSING DATE: $__________
DENOMINATION: $_________
SERVICER: BOMBARDIER CAPITAL
DATE OF POOLING AND INC.
SERVICING AGREEMENT:
AS OF JULY 1, 1998
CLOSING DATE: July 21, 1998
FIRST DISTRIBUTION DATE: TRUSTEE: XXXXXX TRUST AND
August 15, 1998 SAVINGS BANK
NO. 1 CUSIP NO.: _____________
X-0
00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS A PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured housing
(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class A Certificates issued by BCMSC Trust 1998-B (the "Trust") , which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation, (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer," which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists Primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this certificate) will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month
commencing in August 1998 or, if such 15th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the related "Record Date"). All sums distributed on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.
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The Pass-Through Rate on the Class A Certificates for any Distribution
Date will be equal to the lesser of ____% per annum and the Weighted Average Net
Asset Rate. Principal and interest will be distributed on this Certificate on
any Distribution Date in the manner specified in the Pooling and Servicing
Agreement. Distributions allocated to the Class A Certificates will be allocated
among the Certificates of such Class pro rata based upon their respective
Percentage Interests, with a final distribution to be made upon retirement of
this Certificate as set forth in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein called the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the initial aggregate Certificate Principal Balance of the
Class A Certificates. The Certificates are issued in seven classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.
Certain Realized Losses on and certain other shortfalls in respect of
the Assets will be allocated on any Distribution Date to Holders of Subordinated
Certificates by allocation to the related Certificates of a Writedown Amount in
the manner set forth in the Pooling and Servicing Agreement. Writedown Amounts
will be allocated on each Distribution Date first to the Class B-2 Certificates,
next to the Class B-1 Certificates, next to the Class M-2 Certificates, and
finally to the Class M-1 Certificates, in each case to reduce the Adjusted
Certificate Principal Balance of such Class until it has been reduced to zero.
All Writedown Amounts allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class in proportion with
their respective Percentage Interests.
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administration of the Trust.
So long as this Certificate is registered in the name of a Clearing
Agency or its nominee, the Trustee will make payments of principal and interest
on this Certificate by wire transfers of immediately available funds to the
Clearing Agency or its nominee. Otherwise, all distributions made on any
Certificate pursuant to the Pooling and Servicing Agreement will be made by or
on behalf of the Trustee on each Distribution Date to the Holder of such
Certificate as of the related Record Date (i) by check mailed to such Holder at
its address reflected in the Certificate Register as of the related Record Date
or (ii) if such Holder is the Holder of Certificates of this Class with
aggregate initial denominations of at least $1,000,000, by wire transfer of
immediately available funds to the account of such Holder, upon receipt by the
Trustee of a written request of such Holder accompanied by the appropriate
wiring instructions at or before the Closing Date or, in the case of any wire
instructions delivered after the Closing Date, at least five Business Days prior
to the related Record Date. A fee may be charged by the Trustee to a Holder of
Certificates for any distribution made to such Holder by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in the final distribution notice to Certificateholders.
A-3
31
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by a Clearing Agency or its nominee
and certain limitations set forth in the Pooling and Servicing Agreement, the
transfer of this Certificate is registrable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the principal
Corporate Trust Office of the Trustee or such other offices or agencies
appointed by the Trustee for that purpose or such other locations, if any,
provided in the Pooling and Servicing Agreement, duly endorsed by, or
accompanied by an assignment in the form attached hereto or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates of this Class will be registered as one or more certificates held
by a Clearing Agency or its nominee and beneficial interests will be held by
Beneficial Owners through the book-entry facilities of such Clearing Agency or
its nominee in minimum denominations of $1,000 and integral multiples of $1 in
excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner thereof for all purposes, and neither the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances
A-4
32
of the Certificates is less than 10% of the sum of the original Certificate
Principal Balances of the Certificates, or (ii) the Servicer may, at its option,
make a Terminating Purchase or cause a Terminating Purchase to be made if the
Servicer determines, based upon an Opinion of Counsel, that the REMIC status of
either REMIC has been lost or that a substantial risk exists that such REMIC
status will be lost for the then-current taxable year. After a Terminating
Purchase, the Termination Price shall be applied to pay previously unreimbursed
Advances and administrative expenses of the Trust and to make final
distributions on the Certificates as described in the Pooling and Servicing
Agreement, and thereafter any remaining assets of the Trust shall be released to
the Holders of the Residual Certificates (or shall be sold, with the proceeds of
such sale distributed to the Holders of the Residual Certificates), as described
in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and agreements by Xxxxxx
Trust and Savings Bank, but are made and intended for the purposes of binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on Xxxxxx Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the holder hereto and by any person
claiming by, through or under such holder, and (d) under no circumstances shall
Xxxxxx Trust and Savings Bank be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Certificate.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the BCMSC Trust 1998-B.
Dated: July __, 1998 BCMSC TRUST 1998-B
BY: XXXXXX TRUST AND SAVINGS BANK, NOT IN
ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
TRUSTEE
BY: __________________________________
AUTHORIZED OFFICER
A-5
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CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: __________________________
AUTHORIZED OFFICER
A-6
34
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
--------------------------------------------------------------------------------
(Attorney) to transfer the said Certificate in the Certificate Register of
the within-named Trust, with full power of substitution in the premises.
Dated:
--------------------------------- ---------------------------
NOTICE: The signature to
this assignment must
correspond with the name as
written upon the face of
this Certificate in every
particular without
alteration or enlargement
or any change whatever.
--------------------------------------
SIGNATURE GUARANTEED: The signature must be
guaranteed by a commercial bank or trust company or
by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or
witnessed signatures are not acceptable.
A-7
35
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds, to____________________________________________
___________________________________________________________________, for the
account of ________________________________________, account number
_____________, or, if mailed by check, to ______________________________.
Applicable reports and statements should be mailed to ___________. This
information is provided by _________, the assignee named above, or ___________,
as its agent.
A-8
36
EXHIBIT B
Form of Class M Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
BECAUSE THE CLASS M-1 CERTIFICATES ARE SUBORDINATED SECURITIES, THEY WILL NOT
SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS A
RESULT, THE PURCHASE OR HOLDING OF ANY OF THE CLASS M-1 CERTIFICATES BY A PLAN
INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN THE
IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES. ACCORDINGLY, NONE OF THE CLASS
M-1 CERTIFICATES ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO PLAN
INVESTORS (OTHER THAN THOSE RELYING ON PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 ("PTCE 95-60")), AND EACH PURCHASER OF A CLASS M-1 CERTIFICATE, BY VIRTUE
OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED THAT
EITHER (I) IT IS NOT A PLAN INVESTOR, OR (II) IT IS AN INSURANCE COMPANY GENERAL
ACCOUNT WHICH IS ENTITLED TO THE EXEMPTION SET FORTH IN SECTION III OF PTCE
95-60.
THE CLASS M-1 CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES ISSUED
BY THE TRUST DESCRIBED HEREIN TO THE EXTENT DESCRIBED HEREIN AND IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS M-1 PASS-THROUGH CERTIFICATE
THIS CLASS M-1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM-1 TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
37
PASS-THROUGH RATE: CALCULATED AS CERTIFICATE PRINCIPAL BALANCE OF THE
DESCRIBED HEREIN CLASS M-1 CERTIFICATES AS OF THE
CLOSING DATE: $__________
DENOMINATION: $__________ SERVICER: BOMBARDIER CAPITAL INC.
DATE OF POOLING AND SERVICING TRUSTEE: XXXXXX TRUST AND SAVINGS
AGREEMENT: AS OF JULY 1, 1998 BANK
CLOSING DATE: JULY 21, 1998
FIRST DISTRIBUTION DATE:
AUGUST 15, 1998
NO. 1 CUSIP NO.: ___________
X-0
00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS M-1 PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured housing
(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class M-1 Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer", which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month
commencing in August 1998 or, if such 15th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the related "Record Date"). All sums distributed on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.
B-3
39
The Pass-Through Rate on the Class M-1 Certificates for any
Distribution Date will be equal to the lesser of ____% per annum or the Weighted
Average Net Asset Rate. Principal and interest will be distributed on this
Certificate on any Distribution Date in the manner specified in the Pooling and
Servicing Agreement. Distributions allocated to the Class M-1 Certificates will
be allocated among the Certificates of such Class pro rata based upon their
respective Percentage Interests, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein called the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the initial aggregate Certificate Principal Balance of the
Class M-1 Certificates. The Certificates are issued in seven classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.
The Class M-1 Certificates will be subordinated to the Class A
Certificates, and the Class M-2, Class B-1, Class B-2, Class X and Class R
Certificates will be subordinated to the Class M-1 Certificates, in each case to
the extent provided in the Pooling and Servicing Agreement.
Certain Realized Losses on and certain other shortfalls in respect of
the Assets will be allocated on any Distribution Date to Holders of Subordinated
Certificates by allocation to the related Certificates of a Writedown Amount in
the manner set forth in the Pooling and Servicing Agreement. Writedown Amounts
will be allocated on each Distribution Date first to the Class B-2 Certificates,
next to the Class B-1 Certificates, next to the Class M-2 Certificates, and
finally to the Class M-1 Certificates, in each case to reduce the Adjusted
Certificate Principal Balance of such Class until it has been reduced to zero.
All Writedown Amounts allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class in proportion with
their respective Percentage Interests.
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administration of the Trust.
So long as this Certificate is registered in the name of a Clearing
Agency or its nominee, the Trustee will make payments of principal and interest
on this Certificate by wire transfers of immediately available funds to the
Clearing Agency or its nominee. Otherwise, all distributions made on any
Certificate pursuant to the Pooling and Servicing Agreement will be made by or
on behalf of the Trustee on each Distribution Date to the Holder of such
Certificate as of the related Record Date (i) by check mailed to Such Holder at
its address reflected in the Certificate Register as of the related Record Date
or (ii) if such Holder is the Holder of Certificates of this Class with
aggregate initial denominations of at least $1,000,000, by wire transfer of
immediately available funds to the account of such Holder, upon receipt by the
Trustee of a written request of such Holder accompanied by the appropriate
wiring instructions at or before the Closing Date or, in the case of any wire
instructions delivered after the Closing Date, at least five Business Days prior
to the related Record Date. A fee may be charged by the Trustee to a Holder of
Certificates for any distribution made to such Holder by wire transfer.
Notwithstanding the above, the final distribution on this
B-4
40
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Trustee specified in the final distribution notice to
Certificateholders.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by a Clearing Agency or its nominee
and certain limitations set forth in the Pooling and Servicing Agreement and
below, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose or such other locations, if
any, provided in the Pooling and Servicing Agreement, duly endorsed by, or
accompanied by an assignment in the form attached hereto or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.
No transfer of all or any portion of the Class M-1 Certificates may be
made to a proposed transferee that is a Plan Investor, other than those relying
on Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"). Each Beneficial
Owner of this Certificate will be deemed to have represented to the Trustee and
the Servicer, by virtue of its acquisition of a beneficial interest in this
Certificate, that either (i) it is not a Plan Investor or (ii) it is an
insurance company general account which is entitled to the exemption set forth
in Section III of PTCE 95-60.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates of this Class will be registered as one or more certificates held
by a Clearing Agency or its nominee and beneficial interests will be held by
Beneficial Owners through the book-entry facilities of such Clearing Agency or
its nominee in minimum denominations of $25,000 and integral multiples of $1 in
excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is
B-5
41
registered as the owner hereof for all purposes, and neither the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and agreements by Xxxxxx
Trust and Savings Bank, but are made and intended for the purposes of binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on Xxxxxx Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the holder hereto and by any person
claiming by, through or under such holder, and (d) under no circumstances shall
Xxxxxx Trust and Savings Bank be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Certificate.
B-6
42
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the BCMSC Trust 1998-B.
Dated: JULY __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK, NOT
IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
TRUSTEE
BY: ____________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M-1 CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
B-7
43
EXHIBIT C
Form of Class B Certificate
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
BECAUSE THE CLASS B-1 CERTIFICATES ARE SUBORDINATED SECURITIES, THEY WILL NOT
SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS A
RESULT, THE PURCHASE OR HOLDING OF ANY OF THE CLASS B-1 CERTIFICATES BY A PLAN
INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN THE
IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES. ACCORDINGLY, NONE OF THE CLASS
B-1 CERTIFICATES ARE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO PLAN
INVESTORS (OTHER THAN THOSE RELYING ON PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 ("PTCE 95-60")), AND EACH PURCHASER OF A CLASS B-1 CERTIFICATE, BY VIRTUE
OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED THAT
EITHER (I) IT IS NOT A PLAN INVESTOR, OR (II) IT IS AN INSURANCE COMPANY GENERAL
ACCOUNT WHICH IS ENTITLED TO THE EXEMPTION SET FORTH IN SECTION III OF PTCE
95-60.
THE CLASS B-1 CERTIFICATES ARE SUBORDINATED TO THE CLASS A AND CLASS M
CERTIFICATES ISSUED BY THE TRUST DESCRIBED HEREIN TO THE EXTENT DESCRIBED HEREIN
AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS B-1 PASS-THROUGH CERTIFICATE
THIS CLASS B-1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW, AND MAY BE ZERO. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE.
44
PASS-THROUGH RATE: CALCULATED AS CERTIFICATE PRINCIPAL BALANCE OF THE
DESCRIBED HEREIN CLASS B-1 CERTIFICATES AS OF THE CLOSING
DATE: $__________
DENOMINATION: $__________ SERVICER: BOMBARDIER CAPITAL INC.
DATE OF POOLING AND SERVICING TRUSTEE: XXXXXX TRUST AND SAVINGS
AGREEMENT: AS OF JULY 1, 1998 BANK
CLOSING DATE: JULY __, 1998
FIRST DISTRIBUTION DATE:
AUGUST 15, 1998
NO. 1 CUSIP NO.: __________
X-0
00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS B-1 PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured housing
(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class B-1 Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer", which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month
commencing in August 1998 or, if such 15th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the related "Record Date"). All sums distributed on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.
C-3
46
The Pass-Through Rate on the Class B-1 Certificates for any
Distribution Date will be equal to the lesser of ____% per annum or the Weighted
Average Net Asset Rate. Principal and interest will be distributed on this
Certificate on any Distribution Date in the manner specified in the Pooling and
Servicing Agreement. Distributions allocated to the Class B-1 Certificates will
be allocated among the Certificates of such Class pro rata based upon their
respective Percentage Interests, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein called the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the initial aggregate Certificate Principal Balance of the
Class B-1 Certificates. The Certificates are issued in seven classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.
The Class B-1 Certificates will be subordinated to the Class A and
Class M Certificates, and the Class B-2, Class X and Class R Certificates will
be subordinated to the Class B-1 Certificates, in each case to the extent
provided in the Pooling and Servicing Agreement.
Certain Realized Losses on and certain other shortfalls in respect of
the Assets will be allocated on any Distribution Date to Holders of Subordinated
Certificates by allocation to the related Certificates of a Writedown Amount in
the manner set forth in the Pooling and Servicing Agreement. Writedown Amounts
will be allocated on each Distribution Date first to the Class B-2 Certificates,
next to the Class B-1 Certificates, next to the Class M-2 Certificates, and
finally to the Class M-1 Certificates, in each case to reduce the Adjusted
Certificate Principal Balance of such Class until it has been reduced to zero.
All Writedown Amounts allocated to any Class of Certificates will be allocated
pro rata among the outstanding Certificates of such Class in proportion with
their respective Percentage Interests.
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administration of the Trust.
So long as this Certificate is registered in the name of a Clearing
Agency or its nominee, the Trustee will make payments of principal and interest
on this Certificate by wire transfers of immediately available funds to the
Clearing Agency or its nominee. Otherwise, all distributions made on any
Certificate pursuant to the Pooling and Servicing Agreement will be made by or
on behalf of the Trustee on each Distribution Date to the Holder of such
Certificate as of the related Record Date (i) by check mailed to Such Holder at
its address reflected in the Certificate Register as of the related Record Date
or (ii) if such Holder is the Holder of Certificates of this Class with
aggregate initial denominations of at least $1,000,000, by wire transfer of
immediately available funds to the account of such Holder, upon receipt by the
Trustee of a written request of such Holder accompanied by the appropriate
wiring instructions at or before the Closing Date or, in the case of any wire
instructions delivered after the Closing Date, at least five Business Days prior
to the related Record Date. A fee may be charged by the Trustee to a Holder of
Certificates for any distribution made to such Holder by wire transfer.
Notwithstanding the above, the final distribution on this
C-4
47
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Trustee specified in the final distribution notice to
Certificateholders.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to any
limitations on transfer of this Certificate by a Clearing Agency or its nominee
and certain limitations set forth in the Pooling and Servicing Agreement and
below, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Trustee or such other offices or
agencies appointed by the Trustee for that purpose or such other locations, if
any, provided in the Pooling and Servicing Agreement, duly endorsed by, or
accompanied by an assignment in the form attached hereto or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.
No transfer of all or any portion of the Class B-1 Certificates may be
made to a proposed transferee that is a Plan Investor, other than those relying
on Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"). Each Beneficial
Owner of this Certificate will be deemed to have represented to the Trustee and
the Servicer, by virtue of its acquisition of a beneficial interest in this
Certificate, that either (i) it is not a Plan Investor or (ii) it is an
insurance company general account which is entitled to the exemption set forth
in Section III of PTCE 95-60.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates of this Class will be registered as one or more certificates held
by a Clearing Agency or its nominee and beneficial interests will be held by
Beneficial Owners through the book-entry facilities of such Clearing Agency or
its nominee in minimum denominations of $25,000 and integral multiples of $1 in
excess thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is
C-5
48
registered as the owner hereof for all purposes, and neither the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
NEW YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and agreements by Xxxxxx
Trust and Savings Bank, but are made and intended for the purposes of binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on Xxxxxx Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the holder hereto and by any person
claiming by, through or under such holder, and (d) under no circumstances shall
Xxxxxx Trust and Savings Bank be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Certificate.
C-6
49
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the BCMSC Trust 1998-B.
Dated: July __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE
BY: ____________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B-1 CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
C-7
50
EXHIBIT D
Form of Class X Certificate
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS X PASS-THROUGH CERTIFICATE
THE CLASS X CERTIFICATES ARE SUBORDINATED TO THE OTHER CLASSES OF THE
CERTIFICATES ISSUED BY THE TRUST DESCRIBED HEREIN (OTHER THAN THE CLASS R
CERTIFICATES) TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE
TRUSTEE SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF
DEMONSTRATING COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN
CIRCUMSTANCES, THE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO
SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST
DELIVER TO THE TRUSTEE, THE SELLER AND THE SERVICER A TRANSFEREE AGREEMENT
CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS AND AN AFFIDAVIT OF THE
TRANSFEREE OF TRANSFEREE AS TO VARIOUS ERISA MATTERS (AND AN OPINION OF COUNSEL
AS TO ERISA MATTERS IF REQUIRED UNDER SUCH AFFIDAVIT). RESTRICTIONS ON TRANSFER
OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.
THE HOLDER OF THIS CLASS X CERTIFICATE IS NOT ENTITLED TO SCHEDULED
DISTRIBUTIONS OF PRINCIPAL.
THIS CLASS X CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
PERCENTAGE INTEREST: N/A SERVICER: BOMBARDIER CAPITAL INC.
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF JULY 1, 1998
CLOSING DATE: JULY __, 1998
51
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS X PASS-THROUGH CERTIFICATE
FIRST DISTRIBUTION DATE: TRUSTEE: XXXXXX TRUST AND SAVINGS
AUGUST 15, 1998 BANK
NO. 1
D-2
52
evidencing a beneficial ownership interest in a Trust that consists primarily
of a pool of installment contracts for the sale of units of manufactured housing
(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: BOMBARDIER CAPITAL MORTGAGE SECURITIZATION
CORPORATION
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class X Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer," which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
Provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
The Holder of this Certificate will not be entitled to any scheduled
distributions of principal. Distributions on this Certificate, if any (including
the final distribution on this Certificate), will be made on the 15th day of
each month commencing in August, 1998 or, if such 15th day is not a Business
Day, the Business Day immediately following (a "Distribution Date"), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the related "Record Date"). All sums distributed on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Holders of the Class X Certificates are entitled to receive on each
Distribution Date the applicable Class X Strip Amount, as described in the
Pooling and Servicing Agreement. Distributions allocated to the Class X
Certificates will be allocated among the Certificates of such Class pro rata
based upon their respective Percentage Interests, with a final distribution to
be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-A (herein called the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the
D-3
53
face hereof. The Certificates are issued in seven classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
The Class X Certificates will be subordinated to the Certificates of
all other Classes (other than the Class R Certificates) to the extent provided
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administration of the Trust.
All distributions made on any Certificate pursuant to the Pooling and
Servicing Agreement will be made by or on behalf of the Trustee on each
Distribution Date to the Holder of such Certificate as of the related Record
Date (i) by check mailed to such Holder at its address reflected in the
Certificate Register as of the related Record Date or (ii) if such Holder is the
Holder of Certificates of this Class evidencing Percentage Interests of 50% or
greater, by wire transfer of immediately available funds to the account of such
Holder, upon receipt by the Trustee of a written request of such Holder
accompanied by the appropriate wiring instructions at or before the Closing Date
or, in the case of any wire instructions delivered after the Closing Date, at
least five Business Days prior to the related Record Date. A fee may be charged
by the Trustee to a Holder of Certificates for any distribution made to such
Holder by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in the final distribution
notice to Certificateholders.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the principal Corporate Trust Office of the Trustee
or such other offices or agencies appointed by the Trustee for that purpose or
such other locations, if any, provided in the Pooling and Servicing Agreement,
duly endorsed by, or accompanied by an assignment in the form attached hereto or
other written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations will be issued to the designated
transferee or transferees.
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The Certificates of this Class are issuable in fully-registered,
certificated form without coupons in minimum Percentage Interests of 10% and
integral multiples thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
No transfer of any Class X Certificates shall be made unless that
transfer is made pursuant to an effective registration statement under the Act
and effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification under the Act and applicable state securities laws, the Trustee
shall not register such transfer unless and until the prospective transferee
provides the Trustee with a Transferee Agreement or a Rule 144A Agreement
certifying to facts which, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A
Agreements are attached to the Pooling and Servicing Agreement. In addition, if
the proposed transferee delivers a Rule 144A Agreement that does not certify to
facts that, if true, would mean that the proposed transferee is a Qualified
Institutional Buyer, (i) the Servicer and the Trustee shall require that the
transferor and transferee certify as to the factual basis for the registration
or qualification exemption relied upon and (ii) if such transfer is made within
three years after the acquisition thereof by a non-Affiliate of the Depositor
from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee
may also require an Opinion of Counsel that such transfer may be made without
registration or qualification under the Act and applicable state securities
laws, which Opinion of Counsel shall not be obtained at the expense of the
Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor
the Servicer is obligated to register or qualify any of the Class X Certificates
under the Act or any other securities law or to take any action not otherwise
required under the Pooling and Servicing Agreement to permit the transfer of
such Certificates without such registration or qualification. Any such Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Depositor, the Trustee and the Servicer against any liability that may result if
the transfer is not exempt from registration under the Act and all applicable
state securities laws or is not made in accordance with such federal and state
laws.
Further, no transfer of a Class X Certificate shall be made unless and
until the prospective transferee provides the Servicer and the Trustee with a
properly executed and completed Benefit Plan Affidavit (and a Benefit Plan
Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit
(and Opinion, if required) shall not be obtained at the expense of the Trustee,
the Depositor or the Servicer. Notwithstanding anything herein to the contrary,
any purported transfer of a Class X Certificate to or on behalf of a Plan
Investor without delivery of a Benefit Plan Opinion shall be null and void.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
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payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings and agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and agreements by Xxxxxx
Trust and Savings Bank, but are made and intended for the purposes of binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on Xxxxxx Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the holder hereto and by any person
claiming by, through or under such holder, and (d) under no circumstances shall
Xxxxxx Trust and Savings Bank be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Certificate.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the BCMSC Trust 1998-B.
Dated: July __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE
BY: __________________________
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: __________________________
AUTHORIZED OFFICER
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EXHIBIT E
Form of Class R Certificate
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE
TRUSTEE SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF
DEMONSTRATING COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN
CIRCUMSTANCES, THE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO
SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST
DELIVER TO THE TRUSTEE, THE SELLER AND THE SERVICER A TRANSFEREE AGREEMENT
CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS. THE SERVICER MUST GIVE ITS
WRITTEN CONSENT TO ANY TRANSFER OF THIS CLASS R CERTIFICATE. AS A CONDITION TO
THIS CONSENT, A TRANSFEREE MUST PROVIDE THE SERVICER WITH A RESIDUAL TRANSFEREE
AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AN AFFIDAVIT
RELATING TO VARIOUS TAX MATTERS, AND AN AFFIDAVIT RELATING TO VARIOUS ERISA
MATTERS (AND AN OPINION OF COUNSEL AS TO ERISA MATTERS IF REQUIRED UNDER SUCH
AFFIDAVIT), ALL AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A
DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES ANY ENTITY THAT WOULD BE
EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS
TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R CERTIFICATE. NOTWITHSTANDING
THE FULFILLMENT OF THE PREREQUISITES DESCRIBED ABOVE, THE SERVICER MAY WITHHOLD
ITS CONSENT TO A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1)
DISQUALIFICATION OF EITHER REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON
EITHER REMIC. THE SERVICER SHALL NOT GIVE ITS CONSENT TO THE TRANSFER OF LESS
THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE UNLESS (1) THE INTEREST
TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS
PROVIDED THE SERVICER (WITH A COPY TO THE TRUSTEE) WITH AN OPINION THAT THE
TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF EITHER REMIC. RESTRICTIONS ON
TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.
THE HOLDER OF THIS RESIDUAL CERTIFICATE IS NOT ENTITLED TO SCHEDULED
DISTRIBUTIONS OF PRINCIPAL OR INTEREST.
58
THIS CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN EACH
OF TWO REMICS UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL
INCOME TAX PURPOSES.
PERCENTAGE INTEREST: N/A SERVICER: BOMBARDIER CAPITAL
INC.
DATE OF POOLING AND
SERVICING AGREEMENT:
AS OF JULY 1, 1998
CLOSING DATE: JULY __, 1998 TRUSTEE: XXXXXX TRUST AND
SAVINGS BANK
FIRST DISTRIBUTION DATE:
AUGUST 15, 1998
XX. 0
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00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured
housing(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: BOMBARDIER CAPITAL INC.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class R Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer," which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
The Holder of this Certificate will not be entitled to any scheduled
distributions of principal or interest. Distributions on this Certificate, if
any (including the final distribution on this Certificate), will be made on the
15th day of each month commencing in August 1998 or, if such 15th day is not a
Business Day, the Business Day immediately following (a "Distribution Date"), to
the Person in whose name this Certificate is registered at the close of business
on the last Business Day of the month immediately preceding the month of such
distribution (the related "Record Date"). All sums distributed on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Distributions, if any, will be made to the Holders of the Class R
Certificates as described in the Pooling and Servicing Agreement. Distributions
allocated to the Class R Certificates will be allocated among the Certificates
of such Class pro rata based upon their respective Percentage Interests, with a
final
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distribution to be made upon retirement of this Certificate as set forth in the
Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein call the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof. The Certificates are issued in seven
classes as specifically set forth in the Pooling and Servicing Agreement. The
Class R Certificates are sometimes referred to as the "Residual Certificates."
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.
The Class R Certificates will be subordinated to the Certificates of
all other Classes to the extent provided in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to certain collection
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administrations of the Trust.
All distributions made on any Certificate pursuant to the Pooling and
Servicing Agreement will be made by or on behalf of the Trustee on each
Distribution Date to the Holder of such Certificate as of the related Record
Date (i) by check mailed to such Holder at its address reflected in the
Certificate Register as of the related Record Date or (ii) if such Holder is the
Holder of Certificates of this Class evidencing Percentage Interests of 50% or
greater, by wire transfer of immediately available funds to the account of such
Holder, upon receipt by the Trustee of a written request of such Holder
accompanied by the appropriate wiring instructions at or before the Closing Date
or, in the case of any wire instructions delivered after the Closing Date, at
least five Business Days prior to the related Record Date. A fee may be charged
by the Trustee to a Holder of Certificates for any distributions made to such
Holder by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in the final distribution
notice to Certificateholders.
An election will be made to treat certain of the assets assigned to the
Trust as two separate real estate mortgage investment conduits ("REMICs") under
the Internal Revenue Code of 1986, as amended (the "Code"). Assuming that the
elections are made properly and that certain qualification requirements
concerning the Assets and the Certificates are met, the Holder of this
Certificate will be treated for federal income tax purposes as the beneficial
owner of a "residual interest" in each of the REMICs. Accordingly, the Holder of
this Class R Certificate will be taxed on its pro rata share of each REMIC's
taxable income or net loss. The requirement that the Holder of this Class R
Certificate report its pro rata share of such income or loss will continue until
there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the Pooling
and Servicing Agreement, the Servicer or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a Class R
Certificate with information sufficient to enable such holder to prepare (i) its
federal income tax and information returns and (ii) any reports required by the
Code regarding the Certificates, except where such information is provided to
each such Holder by the Trustee pursuant to the
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Pooling and Servicing Agreement. As the Holder of a residual interest in the
REMICs, the Holder of a Class R Certificate will have continuing administrative
rights and obligations generally similar to those of a partner with respect to
its partnership. Such rights and obligations principally concern the REMICs'
federal income tax and information returns and the representation of the REMICs
in administrative or judicial proceedings involving the Internal Revenue
Service. The TMP, however, will act on behalf of the Holders of the Class R
Certificates as the REMICs' representative for such proceedings. The REMICs'
federal tax and information returns will be prepared by the TMP, and signed and
filed by the Trustee. Pursuant to the Pooling and Servicing Agreement, if the
TMP is unable for any reason to fulfill its duties as TMP, then the Holder of
the largest Percentage Interest of the Residual Certificates, without
compensation, shall become the successor TMP for the REMICs; provided, however,
that in no event shall the Trustee be required to act as TMP (regardless of
whether the Trustee is acting as successor Servicer).
By accepting this Certificate, the Holder of this Certificate agrees to
be bound by all of the provisions of the Pooling and Servicing Agreement, and,
in particular, agrees that it shall (i) take any action required by the Code or
Treasury regulations thereunder in order to create or maintain the REMIC status
of either REMIC and (ii) refrain from taking any action that could endanger such
status.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration or transfer at the principal Corporate Trust Office of the Trustee
or such other offices or agencies appointed by the Trustee for that purpose or
such other locations, if any, provided in the Pooling and Servicing Agreement,
duly endorsed by, or accompanied by an assignment in the form attached hereto or
other written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations will be issued to the designated
transferee or transferees.
The Certificates of this Class are issuable in fully-registered,
certificated form without coupons in minimum Percentage Interests of 10% and
integral multiples thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
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62
No transfer of any Class R Certificates shall be made unless that
transfer is made pursuant to an effective registration statement under the Act
and effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification under the Act and applicable state securities laws, the Trustee
shall not register such transfer unless and until the prospective transferee
provides the Trustee with a Transferee Agreement or a Rule 144A Agreement
certifying to facts which, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A
Agreements are attached to the Pooling and Servicing Agreement. In addition, if
the proposed transferee delivers a Rule 144A Agreement that does not certify to
facts that, if true, would mean that the proposed transferee is a Qualified
Institutional Buyer, (i) the Servicer and the Trustee shall require that the
transferor and transferee certify as to the factual basis for the registration
or qualification exemption relied upon and (ii) if such transfer is made within
three years after the acquisition thereof by a non-Affiliate of the Depositor
from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee
may also require an Opinion of Counsel that such transfer may be made without
registration or qualification under the Act and applicable state securities
laws, which Opinion of Counsel shall not be obtained at the expense of the
Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor
the Servicer is obligated to register or qualify any of the Class R Certificates
under the Act or any other securities law or take any action not otherwise
required under the Pooling and Servicing Agreement to permit the transfer of
such Certificates without such registration or qualification. Any such Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Depositor, the Trustee and the Servicer against any liability that may result if
the transfer is not exempt from registration under the Act and all applicable
state securities laws or is not made in accordance with such federal and state
laws.
Further, no transfer of a Class R Certificate shall be made unless and
until the prospective transferee provides the Servicer and the Trustee with a
properly executed and completed Benefit Plan Affidavit (and a Benefit Plan
Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit
(and Opinion, if required) shall not be obtained at the expense of the Trustee,
the Depositor or the Servicer. Notwithstanding anything herein to the contrary,
any purported transfer of a Class R Certificate to or on behalf of a Plan
Investor without delivery of a Benefit Plan Opinion shall be null and void.
In addition, the Trustee shall not register any transfer of a Class R
Certificate (including any beneficial interest therein) without first obtaining
the written consent of the Servicer. The Servicer will not give such consent to
any proposed transfer or sale to any investor that the Servicer knows to be a
Disqualified Organization. As prerequisites to the Servicer's consent to any
transfer of a Class R Certificate (or any beneficial interest therein), the
proposed transferee thereof must provide the Servicer with (i) a Residual
Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S.
Person, an affidavit of the proposed transferee in substantially the form
attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of
the transferor stating whether the Class R Certificate has "tax avoidance
potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if
the proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites described
above, the Servicer may withhold its consent to a transfer, but only to the
extent necessary to avoid a risk of (i) disqualification of either REMIC as a
REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the
Servicer shall not give its consent to the transfer of less than an entire
interest in a Class R Certificate unless (A) the interest transferred is an
undivided interest or (B) the transferor or the transferee provides the Servicer
with an Opinion of Counsel obtained at its own expense that the transfer will
not jeopardize the REMIC status
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of either REMIC. Any attempted transfer in violation of the foregoing
restrictions shall be null and void and shall not be recognized by the Trustee.
If a tax or a reporting cost is borne by either REMIC as a result of
the transfer of a Class R Certificate (or any beneficial interest therein) in
violation of the restrictions set forth herein and in the Pooling and Servicing
Agreement, the Trustee (or the Paying Agent), upon notification from the
Servicer, shall pay such tax or reporting cost with amounts that otherwise would
have been paid to the transferee of the Class R Certificate (or beneficial
interest therein). In that event, neither the transferee nor the transferor
shall have any right to seek repayment of such amounts from the Depositor, the
Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any
other Holders, and none of such parties shall have any liability for payment of
any such tax or reporting cost.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
NEW YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings
E-7
64
and agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Xxxxxx Trust and
Savings Bank, but are made and intended for the purposes of binding only the
Trust, (c) nothing herein contained shall be construed as creating any liability
on Xxxxxx Trust and Savings Bank, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the holder hereto and by any person claiming by,
through or under such holder, and (d) under no circumstances shall Xxxxxx Trust
and Savings Bank be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Certificate.
E-8
65
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of BCMSC Trust 1998-B.
Dated: JULY __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
X-0
00
XXXXXXX X-0
Form of Class R-1 Certificate
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE
TRUSTEE SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF
DEMONSTRATING COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN
CIRCUMSTANCES, THE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO
SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST
DELIVER TO THE TRUSTEE, THE SELLER AND THE SERVICER A TRANSFEREE AGREEMENT
CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS. THE SERVICER MUST GIVE ITS
WRITTEN CONSENT TO ANY TRANSFER OF THIS CLASS R CERTIFICATE. AS A CONDITION TO
THIS CONSENT, A TRANSFEREE MUST PROVIDE THE SERVICER WITH A RESIDUAL TRANSFEREE
AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AN AFFIDAVIT
RELATING TO VARIOUS TAX MATTERS, AND AN AFFIDAVIT RELATING TO VARIOUS ERISA
MATTERS (AND AN OPINION OF COUNSEL AS TO ERISA MATTERS IF REQUIRED UNDER SUCH
AFFIDAVIT), ALL AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A
DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES ANY ENTITY THAT WOULD BE
EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS
TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R CERTIFICATE. NOTWITHSTANDING
THE FULFILLMENT OF THE PREREQUISITES DESCRIBED ABOVE, THE SERVICER MAY WITHHOLD
ITS CONSENT TO A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1)
DISQUALIFICATION OF EITHER REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON
EITHER REMIC. THE SERVICER SHALL NOT GIVE ITS CONSENT TO THE TRANSFER OF LESS
THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE UNLESS (1) THE INTEREST
TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS
PROVIDED THE SERVICER (WITH A COPY TO THE TRUSTEE) WITH AN OPINION THAT THE
TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF EITHER REMIC. RESTRICTIONS ON
TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.
THE HOLDER OF THIS RESIDUAL CERTIFICATE IS NOT ENTITLED TO SCHEDULED
DISTRIBUTIONS OF PRINCIPAL OR INTEREST.
67
THIS CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
ISSUING REMIC UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR
FEDERAL INCOME TAX PURPOSES.
PERCENTAGE INTEREST: N/A SERVICER: BOMBARDIER CAPITAL INC.
DATE OF POOLING AND
SERVICING AGREEMENT:
AS OF JULY 1, 1998
CLOSING DATE: JULY __, 1998 TRUSTEE: XXXXXX TRUST AND
SAVINGS BANK
FIRST DISTRIBUTION DATE:
AUGUST 15, 1998
XX. 0
X-0-0
00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured
housing(the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: BOMBARDIER CAPITAL MORTGAGE SECURITIZATION
CORPORATION
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class R Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer," which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
The Holder of this Certificate will not be entitled to any scheduled
distributions of principal or interest. Distributions on this Certificate, if
any (including the final distribution on this Certificate), will be made on the
15th day of each month commencing in August 1998 or, if such 15th day is not a
Business Day, the Business Day immediately following (a "Distribution Date"), to
the Person in whose name this Certificate is registered at the close of business
on the last Business Day of the month immediately preceding the month of such
distribution (the related "Record Date"). All sums distributed on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Distributions, if any, will be made to the Holders of the Class R
Certificates as described in the Pooling and Servicing Agreement. Distributions
allocated to the Class R Certificates will be allocated among the Certificates
of such Class pro rata based upon their respective Percentage Interests, with a
final
R-1-3
69
distribution to be made upon retirement of this Certificate as set forth in the
Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein call the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof. The Certificates are issued in seven
classes as specifically set forth in the Pooling and Servicing Agreement. The
Class R Certificates are sometimes referred to as the "Residual Certificates."
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.
The Class R Certificates will be subordinated to the Certificates of
all other Classes to the extent provided in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to certain collection
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administrations of the Trust.
All distributions made on any Certificate pursuant to the Pooling and
Servicing Agreement will be made by or on behalf of the Trustee on each
Distribution Date to the Holder of such Certificate as of the related Record
Date (i) by check mailed to such Holder at its address reflected in the
Certificate Register as of the related Record Date or (ii) if such Holder is the
Holder of Certificates of this Class evidencing Percentage Interests of 50% or
greater, by wire transfer of immediately available funds to the account of such
Holder, upon receipt by the Trustee of a written request of such Holder
accompanied by the appropriate wiring instructions at or before the Closing Date
or, in the case of any wire instructions delivered after the Closing Date, at
least five Business Days prior to the related Record Date. A fee may be charged
by the Trustee to a Holder of Certificates for any distributions made to such
Holder by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in the final distribution
notice to Certificateholders.
An election will be made to treat certain of the assets assigned to the
Trust as two separate real estate mortgage investment conduits ("REMICs") under
the Internal Revenue Code of 1986, as amended (the "Code"). Assuming that the
elections are made properly and that certain qualification requirements
concerning the Assets and the Certificates are met, the Holder of this
Certificate will be treated for federal income tax purposes as the beneficial
owner of a "residual interest" in the Issuing REMIC. Accordingly, the Holder of
this Class R Certificate will be taxed on its pro rata share of each REMIC's
taxable income or net loss. The requirement that the Holder of this Class R
Certificate report its pro rata share of such income or loss will continue until
there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the Pooling
and Servicing Agreement, the Servicer or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a Class R
Certificate with information sufficient to enable such holder to prepare (i) its
federal income tax and information returns and (ii) any reports required by the
Code regarding the Certificates, except where such information is provided to
each such Holder by the Trustee pursuant to the
R-1-4
70
Pooling and Servicing Agreement. As the Holder of a residual interest in the
Issuing REMIC, the Holder of a Class R Certificate will have continuing
administrative rights and obligations generally similar to those of a partner
with respect to its partnership. Such rights and obligations principally concern
the REMICs' federal income tax and information returns and the representation of
the REMICs in administrative or judicial proceedings involving the Internal
Revenue Service. The TMP, however, will act on behalf of the Holders of the
Class R Certificates as the REMICs' representative for such proceedings. The
REMICs' federal tax and information returns will be prepared by the TMP, and
signed and filed by the Trustee. Pursuant to the Pooling and Servicing
Agreement, if the TMP is unable for any reason to fulfill its duties as TMP,
then the Holder of the largest Percentage Interest of the Residual Certificates,
without compensation, shall become the successor TMP for the REMICs; provided,
however, that in no event shall the Trustee be required to act as TMP
(regardless of whether the Trustee is acting as successor Servicer).
By accepting this Certificate, the Holder of this Certificate agrees to
be bound by all of the provisions of the Pooling and Servicing Agreement, and,
in particular, agrees that it shall (i) take any action required by the Code or
Treasury regulations thereunder in order to create or maintain the REMIC status
of either REMIC and (ii) refrain from taking any action that could endanger such
status.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration or transfer at the principal Corporate Trust Office of the Trustee
or such other offices or agencies appointed by the Trustee for that purpose or
such other locations, if any, provided in the Pooling and Servicing Agreement,
duly endorsed by, or accompanied by an assignment in the form attached hereto or
other written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations will be issued to the designated
transferee or transferees.
The Certificates of this Class are issuable in fully-registered,
certificated form without coupons in minimum Percentage Interests of 10% and
integral multiples thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
X-0-0
00
Xx transfer of any Class R Certificates shall be made unless that
transfer is made pursuant to an effective registration statement under the Act
and effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification under the Act and applicable state securities laws, the Trustee
shall not register such transfer unless and until the prospective transferee
provides the Trustee with a Transferee Agreement or a Rule 144A Agreement
certifying to facts which, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A
Agreements are attached to the Pooling and Servicing Agreement. In addition, if
the proposed transferee delivers a Rule 144A Agreement that does not certify to
facts that, if true, would mean that the proposed transferee is a Qualified
Institutional Buyer, (i) the Servicer and the Trustee shall require that the
transferor and transferee certify as to the factual basis for the registration
or qualification exemption relied upon and (ii) if such transfer is made within
three years after the acquisition thereof by a non-Affiliate of the Depositor
from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee
may also require an Opinion of Counsel that such transfer may be made without
registration or qualification under the Act and applicable state securities
laws, which Opinion of Counsel shall not be obtained at the expense of the
Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor
the Servicer is obligated to register or qualify any of the Class R Certificates
under the Act or any other securities law or take any action not otherwise
required under the Pooling and Servicing Agreement to permit the transfer of
such Certificates without such registration or qualification. Any such Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Depositor, the Trustee and the Servicer against any liability that may result if
the transfer is not exempt from registration under the Act and all applicable
state securities laws or is not made in accordance with such federal and state
laws.
Further, no transfer of a Class R Certificate shall be made unless and
until the prospective transferee provides the Servicer and the Trustee with a
properly executed and completed Benefit Plan Affidavit (and a Benefit Plan
Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit
(and Opinion, if required) shall not be obtained at the expense of the Trustee,
the Depositor or the Servicer. Notwithstanding anything herein to the contrary,
any purported transfer of a Class R Certificate to or on behalf of a Plan
Investor without delivery of a Benefit Plan Opinion shall be null and void.
In addition, the Trustee shall not register any transfer of a Class R
Certificate (including any beneficial interest therein) without first obtaining
the written consent of the Servicer. The Servicer will not give such consent to
any proposed transfer or sale to any investor that the Servicer knows to be a
Disqualified Organization. As prerequisites to the Servicer's consent to any
transfer of a Class R Certificate (or any beneficial interest therein), the
proposed transferee thereof must provide the Servicer with (i) a Residual
Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S.
Person, an affidavit of the proposed transferee in substantially the form
attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of
the transferor stating whether the Class R Certificate has "tax avoidance
potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if
the proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites described
above, the Servicer may withhold its consent to a transfer, but only to the
extent necessary to avoid a risk of (i) disqualification of either REMIC as a
REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the
Servicer shall not give its consent to the transfer of less than an entire
interest in a Class R Certificate unless (A) the interest transferred is an
undivided interest or (B) the transferor or the transferee provides the Servicer
with an Opinion of Counsel obtained at its own expense that the transfer will
not jeopardize the REMIC status
R-1-6
72
of either REMIC. Any attempted transfer in violation of the foregoing
restrictions shall be null and void and shall not be recognized by the Trustee.
If a tax or a reporting cost is borne by either REMIC as a result of
the transfer of a Class R Certificate (or any beneficial interest therein) in
violation of the restrictions set forth herein and in the Pooling and Servicing
Agreement, the Trustee (or the Paying Agent), upon notification from the
Servicer, shall pay such tax or reporting cost with amounts that otherwise would
have been paid to the transferee of the Class R Certificate (or beneficial
interest therein). In that event, neither the transferee nor the transferor
shall have any right to seek repayment of such amounts from the Depositor, the
Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any
other Holders, and none of such parties shall have any liability for payment of
any such tax or reporting cost.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings
R-1-7
73
and agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Xxxxxx Trust and
Savings Bank, but are made and intended for the purposes of binding only the
Trust, (c) nothing herein contained shall be construed as creating any liability
on Xxxxxx Trust and Savings Bank, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the holder hereto and by any person claiming by,
through or under such holder, and (d) under no circumstances shall Xxxxxx Trust
and Savings Bank be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Certificate.
R-1-8
74
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of BCMSC Trust 1998-B.
Dated: JULY __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE
BY: ____________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
R-1-9
75
EXHIBIT R-2
Form of Class R-2 Certificate
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
UNDER SUCH LAWS OR QUALIFICATION FOR AN EXEMPTION FROM SUCH REGISTRATION. THE
TRUSTEE SHALL REQUIRE A CERTIFICATE FROM ANY TRANSFEROR AND TRANSFEREE HEREOF
DEMONSTRATING COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND, UNDER CERTAIN
CIRCUMSTANCES, THE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL WITH RESPECT TO
SUCH REGISTRATION OR QUALIFICATION. ANY TRANSFEREE OF THIS CERTIFICATE MUST
DELIVER TO THE TRUSTEE, THE SELLER AND THE SERVICER A TRANSFEREE AGREEMENT
CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS. THE SERVICER MUST GIVE ITS
WRITTEN CONSENT TO ANY TRANSFER OF THIS CLASS R CERTIFICATE. AS A CONDITION TO
THIS CONSENT, A TRANSFEREE MUST PROVIDE THE SERVICER WITH A RESIDUAL TRANSFEREE
AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AN AFFIDAVIT
RELATING TO VARIOUS TAX MATTERS, AND AN AFFIDAVIT RELATING TO VARIOUS ERISA
MATTERS (AND AN OPINION OF COUNSEL AS TO ERISA MATTERS IF REQUIRED UNDER SUCH
AFFIDAVIT), ALL AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A
DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES ANY ENTITY THAT WOULD BE
EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS
TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R CERTIFICATE. NOTWITHSTANDING
THE FULFILLMENT OF THE PREREQUISITES DESCRIBED ABOVE, THE SERVICER MAY WITHHOLD
ITS CONSENT TO A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1)
DISQUALIFICATION OF EITHER REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON
EITHER REMIC. THE SERVICER SHALL NOT GIVE ITS CONSENT TO THE TRANSFER OF LESS
THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE UNLESS (1) THE INTEREST
TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS
PROVIDED THE SERVICER (WITH A COPY TO THE TRUSTEE) WITH AN OPINION THAT THE
TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF EITHER REMIC. RESTRICTIONS ON
TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.
THE HOLDER OF THIS RESIDUAL CERTIFICATE IS NOT ENTITLED TO SCHEDULED
DISTRIBUTIONS OF PRINCIPAL OR INTEREST.
76
THIS CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE
POOLING REMIC UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, FOR
FEDERAL INCOME TAX PURPOSES.
PERCENTAGE INTEREST: N/A SERVICER: BOMBARDIER CAPITAL INC.
DATE OF POOLING AND
SERVICING AGREEMENT:
AS OF JULY 1, 1998
CLOSING DATE: JULY __, 1998 TRUSTEE: XXXXXX TRUST AND
SAVINGS BANK
FIRST DISTRIBUTION DATE:
AUGUST 15, 1998
XX. 0
X-0-0
00
XXXXXXXXXX XXXXXXX XXXXXXXX SECURITIZATION CORPORATION
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-B
CLASS R PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists primarily of
a pool of installment contracts for the sale of units of manufactured
housing (the "Assets") formed and sold by
BOMBARDIER CAPITAL MORTGAGE SECURITIZATION CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOMBARDIER
CAPITAL MORTGAGE SECURITIZATION CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ASSETS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT: BOMBARDIER CAPITAL INC.
is the registered owner of the Percentage Interest evidenced by this Certificate
in the Class R Certificates issued by BCMSC Trust 1998-B (the "Trust"), which
was created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Series Agreement"), among Bombardier Capital Mortgage Securitization
Corporation (the "Depositor"), Bombardier Capital Inc., as servicer of the
Assets (the "Servicer," which term includes any successor to Bombardier Capital
Inc. as Servicer), and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereinafter. The Series Agreement incorporates
by reference the Depositor's Standard Terms to Pooling and Servicing Agreement
(July 1998 Edition) (together with the Series Agreement, the "Pooling and
Servicing Agreement"). The Trust consists primarily of a pool of Assets. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pooling and Servicing Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the
Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.
The Holder of this Certificate will not be entitled to any scheduled
distributions of principal or interest. Distributions on this Certificate, if
any (including the final distribution on this Certificate), will be made on the
15th day of each month commencing in August 1998 or, if such 15th day is not a
Business Day, the Business Day immediately following (a "Distribution Date"), to
the Person in whose name this Certificate is registered at the close of business
on the last Business Day of the month immediately preceding the month of such
distribution (the related "Record Date"). All sums distributed on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Distributions, if any, will be made to the Holders of the Class R
Certificates as described in the Pooling and Servicing Agreement. Distributions
allocated to the Class R Certificates will be allocated among the Certificates
of such Class pro rata based upon their respective Percentage Interests, with a
final
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distribution to be made upon retirement of this Certificate as set forth in the
Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Bombardier Capital Mortgage Securitization Corporation
Senior/Subordinated Pass-Through Certificates, Series 1998-B (herein call the
"Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof. The Certificates are issued in seven
classes as specifically set forth in the Pooling and Servicing Agreement. The
Class R Certificates are sometimes referred to as the "Residual Certificates."
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.
The Class R Certificates will be subordinated to the Certificates of
all other Classes to the extent provided in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to certain collection
and recoveries respecting the Assets, all as more specifically set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account and related accounts shall
be made from time to time for purposes other than distributions to Holders, such
purposes including reimbursement of Advances made by the Servicer, or certain
expenses incurred, with respect to the Assets and administrations of the Trust.
All distributions made on any Certificate pursuant to the Pooling and
Servicing Agreement will be made by or on behalf of the Trustee on each
Distribution Date to the Holder of such Certificate as of the related Record
Date (i) by check mailed to such Holder at its address reflected in the
Certificate Register as of the related Record Date or (ii) if such Holder is the
Holder of Certificates of this Class evidencing Percentage Interests of 50% or
greater, by wire transfer of immediately available funds to the account of such
Holder, upon receipt by the Trustee of a written request of such Holder
accompanied by the appropriate wiring instructions at or before the Closing Date
or, in the case of any wire instructions delivered after the Closing Date, at
least five Business Days prior to the related Record Date. A fee may be charged
by the Trustee to a Holder of Certificates for any distributions made to such
Holder by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in the final distribution
notice to Certificateholders.
An election will be made to treat certain of the assets assigned to the
Trust as two separate real estate mortgage investment conduits ("REMICs") under
the Internal Revenue Code of 1986, as amended (the "Code"). Assuming that the
elections are made properly and that certain qualification requirements
concerning the Assets and the Certificates are met, the Holder of this
Certificate will be treated for federal income tax purposes as the beneficial
owner of a "residual interest" in the Pooling REMIC. Accordingly, the Holder of
this Class R Certificate will be taxed on its pro rata share of each REMIC's
taxable income or net loss. The requirement that the Holder of this Class R
Certificate report its pro rata share of such income or loss will continue until
there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the Pooling
and Servicing Agreement, the Servicer or one of its affiliates, as agent of the
REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a Class R
Certificate with information sufficient to enable such holder to prepare (i) its
federal income tax and information returns and (ii) any reports required by the
Code regarding the Certificates, except where such information is provided to
each such Holder by the Trustee pursuant to the
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Pooling and Servicing Agreement. As the Holder of a residual interest in the
Pooling REMIC, the Holder of a Class R Certificate will have continuing
administrative rights and obligations generally similar to those of a partner
with respect to its partnership. Such rights and obligations principally concern
the REMICs' federal income tax and information returns and the representation of
the REMICs in administrative or judicial proceedings involving the Internal
Revenue Service. The TMP, however, will act on behalf of the Holders of the
Class R Certificates as the REMICs' representative for such proceedings. The
REMICs' federal tax and information returns will be prepared by the TMP, and
signed and filed by the Trustee. Pursuant to the Pooling and Servicing
Agreement, if the TMP is unable for any reason to fulfill its duties as TMP,
then the Holder of the largest Percentage Interest of the Residual Certificates,
without compensation, shall become the successor TMP for the REMICs; provided,
however, that in no event shall the Trustee be required to act as TMP
(regardless of whether the Trustee is acting as successor Servicer).
By accepting this Certificate, the Holder of this Certificate agrees to
be bound by all of the provisions of the Pooling and Servicing Agreement, and,
in particular, agrees that it shall (i) take any action required by the Code or
Treasury regulations thereunder in order to create or maintain the REMIC status
of either REMIC and (ii) refrain from taking any action that could endanger such
status.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer and the Trustee and the rights of the
Holders under the Pooling and Servicing Agreement at any time by the Depositor,
the Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing at least a majority of the Voting Rights of each Class affected by
the proposed amendment (and in certain circumstances a higher percentage of such
Voting Rights as specified in the Pooling and Servicing Agreement). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer or exchange hereof or in lieu herefor,
regardless of whether notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration or transfer at the principal Corporate Trust Office of the Trustee
or such other offices or agencies appointed by the Trustee for that purpose or
such other locations, if any, provided in the Pooling and Servicing Agreement,
duly endorsed by, or accompanied by an assignment in the form attached hereto or
other written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations will be issued to the designated
transferee or transferees.
The Certificates of this Class are issuable in fully-registered,
certificated form without coupons in minimum Percentage Interests of 10% and
integral multiples thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
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Xx transfer of any Class R Certificates shall be made unless that
transfer is made pursuant to an effective registration statement under the Act
and effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification under the Act and applicable state securities laws, the Trustee
shall not register such transfer unless and until the prospective transferee
provides the Trustee with a Transferee Agreement or a Rule 144A Agreement
certifying to facts which, if true, would mean that the proposed transferee is a
Qualified Institutional Buyer. Forms of Transferee Agreements and Rule 144A
Agreements are attached to the Pooling and Servicing Agreement. In addition, if
the proposed transferee delivers a Rule 144A Agreement that does not certify to
facts that, if true, would mean that the proposed transferee is a Qualified
Institutional Buyer, (i) the Servicer and the Trustee shall require that the
transferor and transferee certify as to the factual basis for the registration
or qualification exemption relied upon and (ii) if such transfer is made within
three years after the acquisition thereof by a non-Affiliate of the Depositor
from the Depositor or an Affiliate of the Depositor, the Servicer or the Trustee
may also require an Opinion of Counsel that such transfer may be made without
registration or qualification under the Act and applicable state securities
laws, which Opinion of Counsel shall not be obtained at the expense of the
Depositor, the Trustee or the Servicer. Neither the Depositor, the Trustee nor
the Servicer is obligated to register or qualify any of the Class R Certificates
under the Act or any other securities law or take any action not otherwise
required under the Pooling and Servicing Agreement to permit the transfer of
such Certificates without such registration or qualification. Any such Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Depositor, the Trustee and the Servicer against any liability that may result if
the transfer is not exempt from registration under the Act and all applicable
state securities laws or is not made in accordance with such federal and state
laws.
Further, no transfer of a Class R Certificate shall be made unless and
until the prospective transferee provides the Servicer and the Trustee with a
properly executed and completed Benefit Plan Affidavit (and a Benefit Plan
Opinion, if required pursuant to the Benefit Plan Affidavit), which Affidavit
(and Opinion, if required) shall not be obtained at the expense of the Trustee,
the Depositor or the Servicer. Notwithstanding anything herein to the contrary,
any purported transfer of a Class R Certificate to or on behalf of a Plan
Investor without delivery of a Benefit Plan Opinion shall be null and void.
In addition, the Trustee shall not register any transfer of a Class R
Certificate (including any beneficial interest therein) without first obtaining
the written consent of the Servicer. The Servicer will not give such consent to
any proposed transfer or sale to any investor that the Servicer knows to be a
Disqualified Organization. As prerequisites to the Servicer's consent to any
transfer of a Class R Certificate (or any beneficial interest therein), the
proposed transferee thereof must provide the Servicer with (i) a Residual
Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S.
Person, an affidavit of the proposed transferee in substantially the form
attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of
the transferor stating whether the Class R Certificate has "tax avoidance
potential" as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if
the proposed transferee is a U.S. Person, an affidavit of the proposed
transferee in substantially the form attached as Exhibit 8-B to Exhibit 8 to the
Standard Terms. Notwithstanding the fulfillment of the prerequisites described
above, the Servicer may withhold its consent to a transfer, but only to the
extent necessary to avoid a risk of (i) disqualification of either REMIC as a
REMIC or (ii) the imposition of a tax upon either REMIC. In addition, the
Servicer shall not give its consent to the transfer of less than an entire
interest in a Class R Certificate unless (A) the interest transferred is an
undivided interest or (B) the transferor or the transferee provides the Servicer
with an Opinion of Counsel obtained at its own expense that the transfer will
not jeopardize the REMIC status
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of either REMIC. Any attempted transfer in violation of the foregoing
restrictions shall be null and void and shall not be recognized by the Trustee.
If a tax or a reporting cost is borne by either REMIC as a result of
the transfer of a Class R Certificate (or any beneficial interest therein) in
violation of the restrictions set forth herein and in the Pooling and Servicing
Agreement, the Trustee (or the Paying Agent), upon notification from the
Servicer, shall pay such tax or reporting cost with amounts that otherwise would
have been paid to the transferee of the Class R Certificate (or beneficial
interest therein). In that event, neither the transferee nor the transferor
shall have any right to seek repayment of such amounts from the Depositor, the
Trustee (or the Paying Agent), the Servicer, the Trust, either REMIC or any
other Holders, and none of such parties shall have any liability for payment of
any such tax or reporting cost.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Pooling and Servicing Agreement and the
Trust created thereby shall terminate upon payment to the Holders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Pooling and Servicing Agreement following the earlier of (a) the final
payment or other liquidation (or any Advance with respect thereto) of the last
Asset, Repo Property or REO Property remaining in the Trust or (b) a Terminating
Purchase pursuant to the terms of the Pooling and Servicing Agreement. Pursuant
to the terms of the Pooling and Servicing Agreement, (i) the Servicer or the
Residual Majority may, at their respective options, make a Terminating Purchase
or cause a Terminating Purchase to be made on or after the Distribution Date on
which the sum of the Certificate Principal Balances of the Certificates is less
than 10% of the sum of the original Certificate Principal Balances of the
Certificates, or (ii) the Servicer may, at its option, make a Terminating
Purchase or cause a Terminating Purchase to be made if the Servicer determines,
based upon an Opinion of Counsel, that the REMIC status of either REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. After a Terminating Purchase, the Termination
Price shall be applied to pay previously unreimbursed Advances and
administrative expenses of the Trust and to make final distributions on the
Certificates as described in the Pooling and Servicing Agreement, and thereafter
any remaining assets of the Trust shall be released to the Holders of the
Residual Certificates (or shall be sold, with the proceeds of such sale
distributed to the Holders of the Residual Certificates), as described in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not represent
entitlement to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
It is expressly understood and agreed by the holder hereto that (a)
this Certificate is executed and delivered by Xxxxxx Trust and Savings Bank, not
individually or personally but solely as Trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it, (b) the representations,
undertakings
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and agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Xxxxxx Trust and
Savings Bank, but are made and intended for the purposes of binding only the
Trust, (c) nothing herein contained shall be construed as creating any liability
on Xxxxxx Trust and Savings Bank, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the holder hereto and by any person claiming by,
through or under such holder, and (d) under no circumstances shall Xxxxxx Trust
and Savings Bank be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Certificate.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
on behalf of BCMSC Trust 1998-B.
Dated: JULY __, 1998 BCMSC TRUST 1998-B
By: XXXXXX TRUST AND SAVINGS BANK,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE
BY: ____________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-
MENTIONED POOLING AND SERVICING AGREEMENT.
XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
BY: _____________________________
AUTHORIZED OFFICER
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SCHEDULE I
ASSET SCHEDULE
On file with the Servicer.
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