<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997
REGISTRATION NO. 333-24351
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DEUTSCHE FINANCIAL CAPITAL
SECURITIZATION LLC
(Registrant)
(Exact name of registrant as specified in its charter)
NORTH CAROLINA
(State of Organization)
-----------
56-2018645
(I.R.S. Employer I.D. No.)
7800 MCCLOUD ROAD
GREENSBORO, NORTH CAROLINA 27409-9634
(910) 644-2400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
<TABLE>
<CAPTION>
<S> <C>
DOUGLAS R. MUIR COPY TO:
7800 MCCLOUD ROAD JACK A. MOLENKAMP
GREENSBORO, NORTH CAROLINA 27409-9634 HUNTON & WILLIAMS
(910) 664-2400 RIVERFRONT PLAZA, EAST TOWER
(910) 664-3224 FAX 951 EAST BYRD STREET
(Name, address, including zip code and telephone RICHMOND, VIRGINIA 23219-4074
number, including area code, of agent for service) (804) 788-8655
(804) 788-8218 FAX
</TABLE>
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| ______________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
PROSPECTUS
DEUTSCHE FINANCIAL CAPITAL SECURITIZATION LLC, DEPOSITOR
PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
The Pass-Through Certificates (the "Certificates") offered hereby and by
the related Prospectus Supplements will be offered from time to time in one or
more series (each, a "Series"). Capitalized terms used herein and not defined
herein shall have the respective meanings assigned to them in the Glossary on
page 88.
The Certificates of each Series will evidence specified interests in
separate pools ("Asset Pools") comprised of manufactured housing installment
sales contracts ("Contracts") and/or mortgage loans secured by first liens on
one- to four-family residential real properties ("Mortgage Loans"). The Asset
Pool underlying a Series of Certificates (collectively, the "Trust Estate") will
be conveyed by Deutsche Financial Capital Securitization LLC ("DFCS" or the
"Company") to the trust (the "Trust") that issues such Series. The Contracts and
Mortgage Loans included in any Asset Pool will be described in the related
Prospectus Supplement. The Asset Pool is expected to be acquired by the Company
from Deutsche Financial Capital Limited Liability Company ("DFC"), an affiliate
of the Company, or another Seller. The seller of Contracts or Mortgage Loans to
the Company, whether it be DFC or another entity, is sometimes referred to
herein as the "Seller." The Assets in a Trust Estate will be serviced by one or
more servicers (each, a "Servicer"), which is expected to be Oakwood Acceptance
Corporation ("Oakwood"). In addition to the related Asset Pool, if so specified
in the related Prospectus Supplement, the Trust Estate will include monies on
deposit in a trust account to be established with the Trustee (a "Pre-Funding
Account"), which will be used by the Trust to purchase additional Assets beyond
those delivered on the related Closing Date ("Pre-Funded Assets") from the
Company from time to time during a Pre-Funding Period specified in the related
Prospectus Supplement. In addition, if so specified in the related Prospectus
Supplement, a pool insurance policy, letter of credit, cash reserve fund, surety
bond, guarantee, or other forms of credit enhancement, or any combination of the
foregoing, may be provided with respect to a Series of Certificates or certain
Classes of Certificates of a Series and may be included in the related Trust
Estate.
The Certificates of a Series are obligations of the related Trust only, and
holders of Certificates of a Series may look only to the assets of the related
Trust for distributions on such Certificates. The only obligations of the
Company with respect to the Certificates will be pursuant to certain limited
representations and warranties, as described further herein. The Servicer's
obligations with respect to the Certificates are limited to its contractual
servicing and certificate administration obligations. The Seller of Assets to
the Company will make certain representations, warranties and covenants to the
Company concerning such Assets, and the Company will assign its rights to
enforce such representations, warranties and covenants to the related Trust. See
"Description of the Certificates" herein.
The effective yield to Certificateholders will be lower than the yield
otherwise produced by the applicable Pass-Through Rates and purchase prices of
the Certificates because, although interest will accrue on the Certificates from
the first day of each month, the distribution of such interest will not be made
until the Distribution Date in the month following the month of such accrual. In
addition, the effective yield on the Certificates will be reduced by any
Shortfalls and Realized Losses allocated to such Certificates.
CERTAIN RISK FACTORS SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF ANY
CERTIFICATES OFFERED HEREBY. SEE "RISK FACTORS" HEREIN AT PAGE 10 AND IN THE
RELATED PROSPECTUS SUPPLEMENT.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF CERTIFICATES UNLESS
ACCOMPANIED BY THE RELATED PROSPECTUS SUPPLEMENT.
THE CERTIFICATES WILL NOT BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR BY ANY OTHER PERSON OR ENTITY, INCLUDING THE COMPANY, THE SERVICER OR
ANY OF THEIR AFFILIATES, EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN WITH
RESPECT TO ONE OR MORE PARTICULAR CLASSES OF THE CERTIFICATES. SEE "RISK
FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BEFORE
PURCHASING THE CERTIFICATES OF ANY SERIES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE RELATED PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 21, 1997.
<PAGE>
Each Series of Certificates will consist of one or more Classes of
Certificates, which may include one or more senior Classes of Certificates (the
"Senior Certificates") and one or more subordinate Classes of Certificates (the
"Subordinated Certificates"). The related Prospectus Supplement will specify the
Classes of each Series being offered thereby. Such Classes may represent
interests in specified percentages of distributions of principal or interest, or
both, on the Asset Pool relating to such Series, as specified in the related
Prospectus Supplement. Each Prospectus Supplement will describe the Series and
Classes of Certificates offered thereby.
The Company may elect to cause the Trust Estate relating to a Series of
Certificates (or one or more segregated Asset Pools thereof) to be treated as
one or more "real estate mortgage investment conduits" ("REMICs") for federal
income tax purposes. See "Federal Income Tax Consequences" herein.
The Prospectus Supplement relating to a Series of Certificates will set
forth, among other things, the following information if applicable to such
Series: (1) the allocations and order of application of principal and interest
collections on the Asset Pool held by the related Trust to the respective
Classes of such Certificates; (2) certain information as to the nature of the
Contracts or Mortgage Loans and any other assets assigned or pledged to the
related Trust; (3) the dates on which periodic distributions will be made on the
Certificates of such Series; (4) the aggregate principal amount or notional
amount and the Pass-Through Rate (or the manner of determining the Pass-Through
Rate) for each Class of the Certificates of such Series; (5) the optional
redemption or termination features pertaining to such Certificates; (6) certain
information regarding the subordination of certain Classes' rights to receive
distributions to the rights of other Classes; and (7) additional information
concerning the plan of distribution of such Certificates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended, and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission at 7 World Trade
Center New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission at
its principal office in Washington, D.C., at prescribed rates. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission at http://www.sec.gov.
This Prospectus does not contain all the information set forth in the
Registration Statement (of which this Prospectus is a part) and exhibits
relating thereto which the Company has filed with the Commission in Washington,
D.C. Copies of the information and the exhibits are on file at the offices of
the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Copies of the Pooling and Servicing Agreement for a Series will be filed by the
Company with the Commission (without exhibits) on a Current Report on Form 8-K
within 15 days after the applicable Closing Date.
Each Trust will file periodic reports with the Commission in compliance
with the requirements of the Exchange Act.
The Company and the Servicer are not obligated with respect to the
Certificates. Accordingly, the Company has determined that financial statements
of the Company and the Servicer are not material to the offering made hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
With respect to any Class of Certificates that is supported by a guarantee
of Oakwood Homes Corporation ("Oakwood Homes"), a North Carolina corporation or
one of its affiliates, the following documents have been filed by Oakwood Homes
with the Commission pursuant to the Exchange Act and are incorporated herein by
reference and made a part of this Prospectus and any Prospectus Supplement: (a)
the Oakwood Homes Corporation Quarterly Report on 10-Q for the quarter ended
December 31, 1996 and (b) the Oakwood Homes' Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
ii
<PAGE>
All documents filed by the Company or Oakwood Homes Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Prospectus and prior to the termination of the
offering of the Certificates shall be deemed, in the case of the Company, to be
incorporated by reference into this Prospectus and, in the case of Oakwood Homes
Corporation, to be incorporated by reference into this Prospectus and the
Prospectus Supplement relating to a Class of Certificates that is supported by a
guarantee of Oakwood Homes Corporation or one of its affiliates, in each case to
be a part thereof from the respective dates of filing of such documents. Any
statement contained herein or in a document all or any portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus and the related
Prospectus Supplement to the extent that a statement contained herein or therein
or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein or therein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus and the
related Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus and any Prospectus Supplement are delivered, on request of such
person, a copy of any or all of the documents incorporated herein by reference
other than the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests should be directed to the
Company in writing at 7800 McCloud Road, Greensboro, North Carolina 27409-9634,
or by telephone at (910) 664-2400.
iii
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION................................................................................................... ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................................................... ii
SUMMARY OF TERMS........................................................................................................ 1
RISK FACTORS............................................................................................................ 10
DESCRIPTION OF THE CERTIFICATES......................................................................................... 14
General............................................................................................................... 14
Book-Entry Procedures................................................................................................. 15
Allocation of Collections from the Assets............................................................................. 17
Optional Redemption or Termination.................................................................................... 18
MATURITY AND PREPAYMENT CONSIDERATIONS.................................................................................. 19
Maturity.............................................................................................................. 19
Prepayment Considerations............................................................................................. 19
YIELD CONSIDERATIONS.................................................................................................... 19
THE TRUSTS.............................................................................................................. 20
General............................................................................................................... 20
The Assets............................................................................................................ 20
Substitution of Contracts or Mortgage Loans........................................................................... 24
Pre-Funding........................................................................................................... 24
Distribution Account.................................................................................................. 25
Reserve Funds or Liquidity Accounts................................................................................... 25
Insurance............................................................................................................. 26
Delivery of Additional Assets......................................................................................... 32
Investment of Funds................................................................................................... 32
Certificate Guarantee Insurance....................................................................................... 33
Oakwood Homes Guarantee............................................................................................... 33
Alternate Credit Enhancement.......................................................................................... 33
UNDERWRITING POLICIES................................................................................................... 34
Contract Underwriting Guidelines...................................................................................... 34
General Underwriting Standards for Mortgage Loans..................................................................... 35
SALE AND SERVICING OF CONTRACTS AND MORTGAGE LOANS...................................................................... 35
Assignment of Contracts and Mortgage Loans............................................................................ 35
Representations and Warranties........................................................................................ 37
Servicing............................................................................................................. 38
Advances.............................................................................................................. 41
Compensating Interest................................................................................................. 41
Maintenance of Insurance Policies and Other Servicing Procedures...................................................... 41
THE POOLING AND SERVICING AGREEMENTS.................................................................................... 44
The Servicer.......................................................................................................... 44
The Trustee........................................................................................................... 44
Reports to Certificateholders......................................................................................... 44
Events of Default..................................................................................................... 45
Certificateholder Rights.............................................................................................. 46
Amendment............................................................................................................. 46
Termination........................................................................................................... 46
CERTAIN LEGAL ASPECTS OF CONTRACTS AND MORTGAGE LOANS................................................................... 47
The Contracts......................................................................................................... 47
The Mortgage Loans.................................................................................................... 51
Environmental Considerations.......................................................................................... 54
Enforceability of Certain Provisions.................................................................................. 55
USE OF PROCEEDS......................................................................................................... 56
THE COMPANY............................................................................................................. 56
THE SERVICER............................................................................................................ 56
FEDERAL INCOME TAX CONSEQUENCES......................................................................................... 57
General............................................................................................................... 57
REMIC Certificates.................................................................................................... 57
Taxation of Certain Foreign Holders of REMIC Certificates............................................................. 78
Reporting and Tax Administration...................................................................................... 79
Non-REMIC Certificates................................................................................................ 80
STATE TAX CONSIDERATIONS................................................................................................ 84
ERISA CONSIDERATIONS.................................................................................................... 84
PLAN OF DISTRIBUTION.................................................................................................... 86
LEGAL INVESTMENT CONSIDERATIONS......................................................................................... 86
EXPERTS................................................................................................................. 87
LEGAL MATTERS........................................................................................................... 87
GLOSSARY................................................................................................................ 88
</TABLE>
iv
<PAGE>
SUMMARY OF TERMS
This summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus and in the accompanying
Prospectus Supplement. Capitalized terms used herein shall have the respective
meanings assigned them in the "Glossary" herein on page 88.
<TABLE>
<S> <C>
SECURITIES OFFERED........................... Pass-Through Certificates (the "Certificates") evidencing interests in
separate pools of Contracts and/or Mortgage Loans (each as defined below) may
be issued from time to time in one or more Series (each, a "Series") pursuant
to separate Pooling and Servicing Agreements (each, an "Agreement") among
Deutsche Financial Capital Securitization LLC (the "Company"), Oakwood
Acceptance Corporation ("Oakwood" or the "Servicer"), and the Trustee (the
"Trustee") specified in the Prospectus Supplement for such Series of
Certificates.
DEPOSITOR.................................... The Company is a limited purpose subsidiary of Deutsche Financial Capital I
Corp. (the "Manager") and Deutsche Financial Capital Limited Liability Company
("DFC"), each of which is owned in equal shares by Oakwood Acceptance
Corporation and Deutsche Financial Services Corporation. The Manager manages
the business operations of the Company, and each of the Manager's officers are
also officers of either Oakwood Acceptance Corporation or Deutsche Financial
Services Corporation.
SERVICER..................................... Oakwood Acceptance Corporation, an affiliate of the Company, will service the
Contracts and Mortgage Loans and administer the Certificates.
THE ASSET POOLS.............................. The Asset Pools supporting the Certificates will consist of Contracts and
Mortgage Loans (collectively, the "Assets").
The Contracts supporting a Series of Certificates will consist of manufactured
housing installment sales contracts. Each Contract may be secured by a new,
used or repossessed Manufactured Home or by a Manufactured Home that has been
transferred from a previous owner to a new Obligor. The Contracts may be fixed
or adjustable rate Contracts and may be conventional Contracts or Contracts
insured by the FHA or partially guaranteed by the VA.
The Mortgage Loans supporting a Series of Certificates, as specified in the
related Prospectus Supplement, will be first mortgage loans secured by one-to
four-family residential properties (each a "Mortgaged Property"). The Mortgage
Loans may be fixed or adjustable rate Mortgage Loans. The Mortgage Loans may
be conventional Mortgage Loans ("Conventional Mortgage Loans") or Mortgage
Loans insured by the FHA ("FHA Mortgage Loans") or partially guaranteed by the
VA ("VA Mortgage Loans"). Mortgage Loans generally will have a 15- to 30-year
term to maturity at origination and a loan-to-value ratio at origination (as
defined herein, the "Mortgage Loan-to-Value Ratio") not to exceed 95%.
Mortgage Loans generally will not be covered by a Primary Mortgage Insurance
Policy. See "The Trusts -- Insurance -- Credit Insurance" herein.
The adjustable rate Contracts and Mortgage Loans (together, the "Adjustable
Rate Assets") will, as described in the related Prospectus Supplement, permit
or require periodic changes in the interest rates borne by the Mortgage Loans,
and in the Monthly Payments made on such Assets. The Assets included in a
Trust Estate may be subject to various types of payment provisions, and may
include Level Payment Loans, Buy-Down Loans, GPM Loans, Step-up Rate Loans,
Interest Reduction Loans, GEM Loans, Balloon Payment Loans, Convertible Loans,
Bi-Weekly Loans, Level Payment Buy-Down Loans, Increasing Payment Loans or
other types of Assets specified and described in the related Prospectus
Supplement. See "The Trusts -- General" herein.
</TABLE>
1
<PAGE>
<TABLE>
<S> <C>
The Prospectus Supplement for each Series will provide information with
respect to (1) the approximate aggregate principal balance of the Assets
comprising the Asset Pool, as of the date specified in the Prospectus
Supplement (the "Cut-off Date") and the percentage of the Assets (by principal
balance as of the Cut-off Date) comprised of Contracts and Mortgage Loans,
respectively; (2) the weighted average Contract Rate on the Contracts, the
weighted average Mortgage Rate on the Mortgage Loans, the weighted average
Asset Rate on the Assets (each based on outstanding principal balances as of
the Cut-off Date) and the range of Contract Rates, Mortgage Rates and Asset
Rates as of the Cut-off Date and, in the case of Adjustable Rate Assets, the
method to be used to determine the Contract Rates, Mortgage Rates and Asset
Rates on the Assets; (3) the weighted average term to scheduled maturity of
the Assets as of origination (based on outstanding principal balances as of
the Cut-off Date); (4) the weighted average remaining term to scheduled
maturity of the Assets as of the Cut-off Date (based on outstanding principal
balances as of the Cut-off Date) and the range of remaining terms to maturity
of the Assets; (5) the percentages of the Contracts included in the Asset Pool
(by principal balance as of the Cut-off Date) secured by new Manufactured
Homes, used Manufactured Homes, repossessed Manufactured Homes, and
Manufactured Homes that were transferred to an assignee of the original
Obligor, respectively; (6) the types of Mortgaged Properties securing any
Mortgage Loans included in the Asset Pool (E.G., second homes, investor-owned,
manufactured homes); (7) the average outstanding principal balance of the
Contracts, the Mortgage Loans and the Assets as an entirety as of the Cut-off
Date; (8) the weighted average (based on outstanding principal balances as of
the Cut-off Date) and range of Contract Loan-to-Value Ratios of the Contracts
and Mortgage Loan-to-Value Ratios of the Mortgage Loans; (9) the aggregate
outstanding principal balance, if any, of Conventional Contracts and
Conventional Mortgage Loans, FHA Contracts and FHA Mortgage Loans, VA
Contracts and VA Mortgage Loans, Level Payment Loans, Adjustable Rate Assets,
Buy-Down Loans, GPM Loans, Step-up Rate Loans, Interest Reduction Loans, GEM
Loans, Balloon Payment Loans, Convertible Loans, Bi-Weekly Loans, Level
Payment Buy-Down Loans, Increasing Payment Loans and any other type of Assets
included in the related Asset Pool as of the Cut-off Date; (10) the amount of
any hazard insurance required to be maintained with respect to each
Manufactured Home and each Mortgaged Property; (11) the amount of any Pool
Insurance Policy, Special Hazard Insurance Policy and Obligor Bankruptcy
Insurance (each as hereinafter described) to be maintained with respect to all
or any portion of the Asset Pool; (12) the amount and terms of any form of
credit enhancement to be provided with respect to the related Series, if any;
and (13) the geographic location of the Manufactured Homes and Mortgaged
Properties securing the Contracts and the Mortgage Loans.
The Company will acquire the Contracts and the Mortgage Loans from DFC or
another Seller, which may have originated the Contracts or may have acquired
them in the open market or in privately negotiated transactions.
DESCRIPTION OF CERTIFICATES.................. Each Series of Certificates may consist of one or more Classes, one or more of
which may be Senior Certificates and one or more of which may be Subordinated
Certificates. Each such Class will evidence the right to receive a specified
portion of collections of principal or interest, or both, on the underlying
Assets and certain other property held in trust for the benefit of the
Certificateholders (the "Trust Estate"). Each Class of a Series may be
assigned a principal balance (the "Certificate Principal Balance") and a fixed
or adjustable stated annual interest rate (the "Pass-Through Rate"), and may
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
represent entitlement to receive distributions in reduction of its Certificate
Principal Balance to the extent of funds available therefor in the manner,
priority and amounts specified in the related Prospectus Supplement. A Class
of Certificates may be a "Compound Interest Class," which consists of
Certificates on which interest will accrue, but on which interest will not be
paid for the period set forth in the related Prospectus Supplement. The
Certificates may be Book-Entry Certificates or Definitive Certificates
issuable in fully registered form, in either case in the authorized
denominations specified in the related Prospectus Supplement. See "Description
of the Certificates" herein. Certain Series or Classes of Certificates may be
enhanced by pool insurance, letters of credit, surety bonds, guarantees, or
any combination thereof, or other forms of credit enhancement including the
subordination of Subordinated Certificates, if any.
THE CERTIFICATES WILL NOT BE GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY.
NEITHER THE CONTRACTS NOR THE MORTGAGE LOANS COMPRISING ANY RELATED ASSET POOL
WILL BE GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY OR ANY OTHER INSURER
EXCEPT TO THE LIMITED EXTENT OF ANY LIMITED GUARANTEE.
SUBORDINATED CERTIFICATES
AND RESERVE FUNDS.......................... One or more Classes of any Series of Certificates may be Subordinated
Certificates, as specified in the related Prospectus Supplement. The rights of
the Subordinated Certificateholders to receive any or a specified portion of
distributions with respect to the Assets will be subordinated to the rights of
Senior Certificateholders to the extent and in the manner specified in the
related Prospectus Supplement. In addition, Realized Losses and/or Shortfalls
may be allocated on each Distribution Date to Subordinated Certificates before
being allocated to Senior Certificates, in any event to the extent and in the
manner described in the related Prospectus Supplement. This subordination is
intended to enhance the likelihood of regular receipt by Senior
Certificateholders of the full amount of scheduled monthly distributions of
principal and interest due them and to protect the Senior Certificateholders
against losses. If a Series of Certificates contains more than one Class of
Subordinated Certificates, distributions and losses will be allocated among
such Classes in the manner specified in the related Pooling and Servicing
Agreement and described, as to those Classes offered hereby, in the related
Prospectus Supplement.
Certain Classes of Certificates may be granted preferential rights over the
rights of other Classes of Certificates to receive current distributions from
the related Asset Pool or as to the allocation of Realized Losses and/or
Shortfalls to the extent specified in the related Prospectus Supplement.
Protection also may be afforded certain Classes of Certificates by the
establishment of a reserve fund (a "Reserve Fund"). A Reserve Fund may be
funded, to the extent specified in the related Prospectus Supplement, by an
initial cash deposit, the retention of specified periodic distributions of
principal or interest or both otherwise payable to holders of Subordinated or
Residual Certificates, or the provision of a letter of credit, guarantee,
insurance policy or other form of credit enhancement, or any combination of
any of the aforementioned methods.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
INSURANCE AND CREDIT
ENHANCEMENT................................ As an alternative, or in addition, to the credit enhancement afforded by
subordination of Subordinated Certificates and/or the establishment of a
Reserve Fund, credit enhancement with respect to a Series of Certificates may
be provided by contract pool insurance and/or mortgage pool insurance, a
guarantee of Oakwood Homes Corporation or one of its affiliates with respect
to one or more particular Classes of Certificates within such Series, or other
forms of credit enhancement or liquidity enhancement acceptable to a
nationally recognized rating agency rating one or more Classes of a Series of
Certificates. Credit enhancement through hazard insurance or credit insurance
is summarized below. See "The Trusts -- Insurance" below.
STANDARD HAZARD INSURANCE AND SPECIAL
HAZARD INSURANCE........................ All of the Manufactured Homes and Mortgaged Properties will be covered by
Standard Hazard Insurance Policies insuring against losses due to various
causes, including fire, lightning and windstorm. Certain other physical risks
that are not otherwise insured against (such as earthquake, flood, nuclear
accident or war) may be covered by a Special Hazard Insurance Policy or
Policies, as specified in the related Prospectus Supplement. Each Special
Hazard Insurance Policy will be limited in scope and will cover losses in an
initial amount equal to a set percentage of the aggregate principal balance of
the covered Mortgage Loans and/or Contracts as of the Cut-off Date or other
maximum coverage, as set forth in the related Prospectus Supplement. Any
hazard losses not covered by insurance or other credit enhancement will be
borne by the related Certificateholders. See "The Trusts -- Insurance --
Hazard Insurance" herein.
POOL INSURANCE............................. A Pool Insurance Policy or Policies may be obtained with respect to all or
part of an Asset Pool. Any Pool Insurance Policy will be limited in scope,
covering defaults on the related Contracts and/or Mortgage Loans in an initial
amount of not less than a specified percentage of the aggregate principal
balance thereof as of the related Cut-off Date as set forth in the related
Prospectus Supplement. See "The Trusts -- Insurance -- Credit Insurance --
Pool Insurance" herein.
OBLIGOR BANKRUPTCY INSURANCE............... As specified in the related Prospectus Supplement, Obligor Bankruptcy
Insurance may be obtained to cover certain losses resulting from action which
may be taken by a bankruptcy court in connection with a Mortgage Loan or
Contract. The level of coverage of such insurance, if any, will be specified
in the applicable Prospectus Supplement. See "The Trusts -- Insurance --
Credit Insurance -- Obligor Bankruptcy Insurance" herein.
FHA INSURANCE AND VA GUARANTEES............ To the extent specified in the related Prospectus Supplement, all or a portion
of the Contracts or Mortgage Loans may be subject to FHA insurance and all or
a portion of the Contracts or Mortgage Loans may be partially guaranteed by
the VA. See "The Trusts -- Insurance -- Credit Insurance -- FHA Insurance and
VA Guarantees on Contracts" herein.
CERTIFICATE GUARANTEE INSURANCE............ If so specified in the related Prospectus Supplement, credit enhancement for a
Series may be provided by an insurance policy (the "Certificate Guarantee
Insurance") issued by one or more insurers. Such Certificate Guarantee
Insurance may guarantee timely distributions of interest and full
distributions of principal on the basis of a schedule of principal
distributions set forth in or determined in the manner specified in the
related Prospectus Supplement. See "The Trusts -- Certificate Guarantee
Insurance" herein.
OAKWOOD HOMES GUARANTEE.................... If so specified in the related Prospectus Supplement, some or all of the
distributions of principal and interest on one or more particular Classes of
Certificates within a Series may be guaranteed by Oakwood Homes or one of
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
its affiliates. The terms of and limitations on any such guarantee will be
described in the related Prospectus Supplement. See "The Trusts -- Oakwood
Homes Guarantee" herein.
ALTERNATE CREDIT ENHANCEMENT............... To the extent specified in the related Prospectus Supplement, the Company may
provide for alternative credit enhancement for all or part of the related
Trust Estate or Asset Pool, in the form of a letter of credit, guarantee,
surety bond or insurance policy, or any combination thereof, in each case
satisfactory to a rating agency rating the Series of Certificates. See "The
Trusts -- Delivery of Additional Assets" herein.
Certain insurance policies or other forms of credit enhancement obtained for
any particular Series of Certificates may previously have been pledged to
secure other Series of Certificates or other pass-through securities or
collateralized mortgage or manufactured housing contract obligations to the
extent described in the related Prospectus Supplement. In addition, any such
insurance policies or other forms of credit enhancement provided for a Series
may be further pledged to secure other securities or obligations after the
issuance of such Series to the extent so provided in the related Prospectus
Supplement and to the extent such further pledge will not result in a
downgrading of any rating assigned to Certificates of such Series by a
nationally recognized rating agency identified in the related Prospectus
Supplement.
With respect to any Series of Certificates secured by insurance policies or
other forms of credit enhancement, the Company will have the right to
substitute comparable coverage from another insurer or to provide equivalent
protection for any of such insurance policies or other forms of credit
enhancement so long as such substitution will not result in the downgrading of
any rating assigned to Certificates of such Series by a nationally recognized
rating agency identified in the related Prospectus Supplement.
ADVANCES..................................... The Servicer will make advances of delinquent payments of principal and
interest ("P&I Advances"), as well as advances of delinquent payments of
taxes, insurance premiums and escrowed items, as well as liquidation-related
expenses ("Servicing Advances" and, together with P&I Advances, "Advances"),
with respect to the Contracts and Mortgage Loans unless (i) the Servicer
concludes that the advance cannot be recovered out of the Liquidation Proceeds
of the related Asset or (ii) the Advance would exceed a limit specified by the
applicable Rating Agencies.
COMPENSATING INTEREST........................ If a Contract or Mortgage Loan is prepaid in full or liquidated other than on
a Due Date, the Obligor generally is only required to pay interest to the date
of prepayment or liquidation. In such event, for so long as Oakwood is the
Servicer of the related Asset, the Servicer is obligated to pay interest from
the last day for which interest was due from the Obligor to the next
succeeding Due Date, so long as such amount does not exceed the Servicer's
servicing compensation for such month ("Compensating Interest").
POOLING AND SERVICING AGREEMENT.............. Each Series of Certificates will be issued pursuant to one or more Pooling and
Servicing Agreements among the Company, the Servicer and the Trustee
identified in the related Prospectus Supplement. Pursuant to the Pooling and
Servicing Agreement, the Company will sell and assign the Asset Pool and other
assets comprising the related Trust Estate to the trustee named in the related
Prospectus Supplement (the "Trustee") in exchange for a Series of
Certificates. Following the closing for a Series, payments of principal,
including prepayments, and interest on the Contracts and Mortgage Loans with
respect to the Series (together with payments from any Reserve Fund or other
funds for such Series) and, if applicable, reinvestment income thereon,
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
will be passed through to the Trust as specified in the Prospectus Supplement.
The Trustee will periodically allocate such amounts, to the extent actually
collected, advanced or received during the applicable Collection Period or
Prepayment Period (as appropriate), net of various fees, premiums and expenses
(the "Available Distribution") among the Classes of Certificates of the
related Series in the proportion and order of application set forth in the
related Pooling and Servicing Agreement and described in the related
Prospectus Supplement. The Available Distribution may be allocated so that
amounts paid as interest on the Contracts and Mortgage Loans may be
distributed as principal on the Certificates and amounts paid as principal on
the Contracts and Mortgage Loans may be distributed as interest on the
Certificates.
DISTRIBUTIONS OF INTEREST.................... Interest will be distributed periodically by the Trustee on each Class of
Certificates entitled to interest distributions on the dates specified in the
related Prospectus Supplement (each, a "Distribution Date"). Interest will
accrue on each Class of the Certificates entitled to interest distributions at
the applicable Pass-Through Rate on the outstanding actual or notional
principal amount of such Certificates or in accordance with such other formula
as may be specified in the related Prospectus Supplement. Each periodic
distribution of interest on the Certificates of a particular Class will be
distributed among holders of such Class pro rata in accordance with their
respective percentage ownership interests in the outstanding Certificates of
such Class. Each such distribution of interest will include all interest
accrued through the Accounting Date immediately preceding the applicable
Distribution Date or to another date specified in the related Prospectus
Supplement, provided that distributions of interest on the Certificates of a
Series may be reduced as a result of delinquencies or losses on Contracts and
Mortgage Loans in the related Trust.
DISTRIBUTIONS OF PRINCIPAL................... Principal will be distributed periodically by the Trustee on the Distribution
Dates specified in the related Prospectus Supplement. Each periodic
distribution of principal on the Certificates of a particular Class will be
distributed among holders of such Class pro rata in accordance with their
respective percentage ownership interests in the outstanding Certificates of
such Class, or in such other manner specified in the related Prospectus
Supplement. Distributions of principal on the Certificates of a Series may be
reduced to the extent of delinquencies or losses on the Contracts and Mortgage
Loans in the related Trust.
The Final Scheduled Distribution Date for each Class of a Series is the date
after which no Certificates of such Class will remain outstanding, assuming
timely payments are made on the Contracts and Mortgage Loans in the related
Trust in accordance with their terms, and that no Contracts or Mortgage Loans
are prepaid in whole or in part. The Final Scheduled Distribution Date for a
Class will be determined by reference to the maturity date of the Contract or
Mortgage Loan in the related Trust which has the latest stated maturity or
will be determined on the basis of the assumptions set forth in the related
Prospectus Supplement. The actual maturity date of the Certificates of a
Series will depend primarily upon the level of prepayments and defaults with
respect to the Contracts and Mortgage Loans comprising the related Asset Pool.
The actual maturity of any Certificate is likely to occur earlier and may
occur substantially earlier than its Final Scheduled Distribution Date as a
result of the application of prepayments to the reduction of the principal
amounts of the Certificates. See "Maturity and Prepayment Considerations" and
"Yield Considerations" herein.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
ALLOCATION OF LOSSES AND SHORTFALLS.......... With respect to any defaulted Contract or Mortgage Loan that is finally
liquidated for cash (a "Liquidated Loan") through repossession and resale of
the underlying Manufactured Home or through foreclosure sale or other
liquidation of the underlying Mortgaged Property, disposition of the related
Mortgaged Property if acquired by deed in lieu of foreclosure, or otherwise,
the amount of loss realized, if any (a "Realized Loss"), will equal the sum of
(a) (1) the Unpaid Principal Balance of the Liquidated Loan, plus (2) amounts
reimbursable to the Servicer or Trustee for related previously unreimbursed
costs, expenses and advances, plus (3) amounts attributable to interest
accrued but not paid on such Liquidated Loan, minus (b) Liquidation Proceeds
with respect to the Liquidated Loan. Liquidation Proceeds will be allocated
first to reimburse the Servicer for previously unreimbursed Advances it made
in respect of the related Asset, second to reduce accrued and unpaid interest
on such Asset, and finally to reduce the Unpaid Principal Balance of such
Asset.
Realized Losses also include Obligor Bankruptcy Losses, Special Hazard Losses
and Fraud Losses. Obligor Bankruptcy Losses result when the Unpaid Principal
Balance of a Contract or Mortgage Loan is reduced in connection with
bankruptcy proceedings concerning the Obligor. Special Hazard Losses are
losses attributable to physical damage to Mortgaged Properties or Manufactured
Homes of a type which is not covered by standard hazard insurance policies,
but do not include losses caused by war, nuclear reaction, nuclear or atomic
weapons, insurrection or normal wear and tear. Fraud Losses are losses on
Contracts or Mortgage Loans as to which there was fraud in connection with the
origination of the Contract or Mortgage Loan or fraud, dishonesty or
misrepresentation in connection with the application for any insurance
obtained as to such Contract or Mortgage Loan.
In the event that P&I Advances are not made or are insufficient to cover
delinquencies in principal and interest payments on the related Asset Pool,
such delinquencies may result in reduced principal and interest distributions
on the Certificates. A shortfall of interest may also result (1) from the
application of the Soldiers' and Sailors' Civil Relief Act of 1940, which caps
the interest rate payable by certain Obligors who enter military service after
entering into their Contracts or Mortgage Loans ("Soldiers' and Sailors'
Shortfall"); (2) from the receipt of Liquidation Proceeds and Insurance
Proceeds in an amount insufficient to pay accrued and unpaid interest on a
liquidated Contract or Mortgage Loan ("Realized Interest Losses"); (3) from
the prepayment in full or liquidation of a Contract or Mortgage Loan to the
extent such shortfall is not covered by a Compensating Interest payment by the
Servicer as described above ("Due Date Interest Shortfall") and (4) from a
shortfall in interest collected on an Asset that accompanies a Special Hazard
Loss, Obligor Bankruptcy Loss or Fraud Loss.
A Series may include one or more Classes of Certificates as to which the right
to receive distributions with respect to the Asset Pool will be subordinate to
the rights of holders of more Senior Certificates of such Series. Such
subordination may only be to the extent of a specific amount specified in the
related Prospectus Supplement (the "Subordination Amount") or may require
allocation of all Realized Losses or Shortfalls to a Subordinated Class of
Certificates until its Certificate Principal Balance has been reduced to zero.
If so provided in the related Prospectus Supplement, certain types of Realized
Losses or Shortfalls may be allocated differently than other Realized Losses
or Shortfalls. Any allocation of a Realized Loss to a Class of Certificates
generally will be made by reducing the Certificate Principal Balance thereof
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
as of the applicable Distribution Date by an amount equal to the amount of
such Realized Loss.
OPTIONAL REDEMPTION OR TERMINATION........... To the extent specified in the related Prospectus Supplement, the Certificates
of a Series may be redeemed or otherwise retired early by the party specified
therein under certain circumstances. See "Description of the Certificates --
Termination" herein.
FEDERAL INCOME TAX CONSIDERATIONS............ If an election is made to treat all or a portion of the Trust Estate relating
to a Series of Certificates as a real estate mortgage investment conduit (a
"REMIC"), each Class of Certificates of such Series will constitute "regular
interests" in a REMIC or "residual interests" in a REMIC, as specified in the
related Prospectus Supplement. If no election is made to treat all or any
portion of the Trust Estate relating to a Series of Certificates as a REMIC,
the Trust Estate will be classified as a grantor trust and not as an
association taxable as a corporation for federal income tax purposes, and
therefore holders of Certificates will be treated as the owners of undivided
pro rata interests in the Asset Pool and any other assets held by the Trust.
See "Federal Income Tax Consequences" herein.
YIELD CONSIDERATIONS......................... The Prospectus Supplement for a Series may specify certain weighted average
life calculations, based upon an assumed rate of prepayment or a range of
prepayment assumptions on the related Asset Pool. A higher level of principal
prepayments on the Contracts and Mortgage Loans than anticipated is likely to
have an adverse effect on the yield on any Certificate that has a purchase
price greater than its principal amount ("Premium Certificates") and a lower
level of principal prepayments on the Contracts and Mortgage Loans than
anticipated is likely to have an adverse effect on the yield on any
Certificate that has a purchase price less than its principal amount
("Discount Certificates"). It is possible under certain circumstances for
holders of Premium Certificates not only to suffer a lower than anticipated
yield but, in extreme cases, to fail to recoup fully their initial investment.
PRE-FUNDING.................................. If so specified in the related Prospectus Supplement, a portion of the
issuance proceeds of the Certificates of a particular Series (such amount, the
"Pre-Funded Amount") will be deposited in an account (the "Pre-Funding
Account") to be established with the Trustee, which will be used to acquire
additional Mortgage Loans or Contracts from time to time during the period
specified in the related Prospectus Supplement (the "Pre-Funding Period").
Prior to the investment of the Pre-Funded Amount in additional Mortgage Loans
or Contracts, such Pre-Funded Amount may be invested in one or more Eligible
Investments. Any Eligible Investment must mature no later than the Business
Day prior to the next Distribution Date. See "The Trusts -- Pre-Funding"
herein.
During any Pre-Funding Period, the Company will be obligated (subject only to
the availability thereof) to transfer to the related Trust additional Mortgage
Loans or Contracts from time to time during such Pre-Funding Period. Such
additional Mortgage Loans or Contracts will be required to satisfy certain
eligibility criteria more fully set forth in the related Prospectus
Supplement, which eligibility criteria will be consistent with the eligibility
criteria of the Mortgage Loans or Contracts included in the Trust as of the
Closing Date, subject to such exceptions as are expressly stated in such
Prospectus Supplement.
Although the specific parameters of the Pre-Funding Account with respect to
any issuance of Certificates will be specified in the related Prospectus
Supplement, it is anticipated that: (a) the Pre-Funding Period will not exceed
three months from the related Closing Date, (b) the additional Mortgage
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Loans or Contracts to be acquired during the Pre-Funding Period will be
subject to the same representations and warranties as the Mortgage Loans or
Contracts included in the related Trust on the Closing Date (although
additional criteria may also be required to be satisfied, as described in the
related Prospectus Supplement) and (c) the Pre-Funded Amount will not exceed
25% of the principal amount of the Certificates issued pursuant to a
particular offering.
ERISA CONSIDERATIONS......................... A fiduciary of any employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or the Code, should review
carefully with its legal advisors whether the purchase or holding of
Certificates could give rise to a transaction prohibited under ERISA or the
Code. See "ERISA Considerations" herein.
LEGAL INVESTMENT CONSIDERATIONS.............. If so specified in the Prospectus Supplement relating to a Series of
Certificates, one or more Classes within such Series will constitute "mortgage
related securities" under the Secondary Mortgage Market Enhancement Act of
1984 ("SMMEA") if and for so long as they are rated in one of the two highest
rating categories by the Rating Agency or Agencies identified in the related
Prospectus Supplement. Certificates that are "mortgage related securities" for
SMMEA purposes would be "legal investments" for certain types of institutional
investors to the extent provided in SMMEA, subject to state laws overriding
SMMEA. A number of states have enacted legislation overriding the state
securities registration and/or legal investment provisions of SMMEA.
Some Classes of Certificates offered hereby may not be rated in one of the two
highest rating categories by the appropriate Rating Agency or Agencies, and
thus would not constitute "mortgage related securities" under SMMEA.
Certificates may not qualify as "mortgage related securities" for other
reasons as well. Certificates that do not constitute "mortgage-related
securities" under SMMEA may require registration, qualification or an
exemption under applicable state securities laws and may not be "legal
investments" to the same extent as "mortgage related securities." See "Legal
Investment Considerations" herein.
USE OF PROCEEDS.............................. Substantially all of the net proceeds from the sale of a Series of
Certificates offered hereby and by the related Prospectus Supplement will be
applied to the simultaneous purchase of the Contracts and Mortgage Loans
underlying such Series of Certificates or to reimburse the amounts previously
used to effect the purchase of the Contracts and Mortgage Loans underlying the
Certificates, the costs of carrying the Contracts and Mortgage Loans until
sale of the Certificates and to pay other expenses connected with pooling the
Contracts and Mortgage Loans and issuing the Certificates. Any excess will be
used by the Company for its general corporate purposes. See "Use of Proceeds"
herein.
RATING....................................... It is a condition to the issuance of the Certificates to be offered hereunder
that they be rated in one of the four highest rating categories (without
regard to modifiers) by at least one nationally recognized statistical rating
organization, such as Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service, Inc., Fitch Investors
Service, Inc. or Duff & Phelps Credit Rating Co.
</TABLE>
9
<PAGE>
RISK FACTORS
Prospective Certificateholders should consider the following factors, among
others, in connection with the purchase of the Certificates.
1. VALUE OF CONTRACTS AND MORTGAGE LOANS IN WHICH CERTIFICATEHOLDERS HAVE
INVESTED IS DEPENDENT ON CONDITIONS BEYOND THE COMPANY'S CONTROL.
VALUE OF CONTRACTS SENSITIVE TO AMBIENT ECONOMIC CONDITIONS AND LIKELY WILL
DECREASE OVER TIME. An investment in Certificates evidencing interests in
Contracts may be affected by, among other things, downturns in regional or local
economic conditions. Regional or local economic conditions are often volatile,
and historically have affected the delinquency, loan loss and repossession
experience of manufactured housing installment sales contracts. Holders of the
Certificates of a Series will bear all risk of loss resulting from defaults by
Obligors on the underlying Contracts and will have to look primarily to the
value of the related Manufactured Homes for recovery of the outstanding
principal and unpaid interest of the defaulted Contracts to the extent that
losses on the Contracts underlying such Series are not absorbed by other
Certificates, if any, that are subordinated to such Holders' Certificates, by
applicable insurance policies, if any, or by any other credit enhancement. The
value of Manufactured Homes typically declines over time, and the amount
recoverable upon repossession and resale of a Manufactured Home may not be
sufficient to pay all principal and interest due on the defaulted Contract it
secured. See "The Trusts -- The Assets -- The Contracts" herein.
Contracts differ from Mortgage Loans in certain material respects. In
general, Contracts may experience a higher level of delinquencies than Mortgage
Loans, because the credit underwriting standards applied to borrowers under
manufactured housing installment sales contracts generally are not as stringent
as those applied to borrowers under many conventional residential first-lien
mortgage loans. See "Underwriting Policies -- Contract Underwriting Guidelines"
herein. As noted above, Manufactured Homes generally decline in value over time,
which may not necessarily be the case with respect to Mortgaged Properties
underlying Mortgage Loans. Consequently, the losses incurred upon repossession
of or foreclosure on Manufactured Homes securing the Contracts generally may be
expected to be more severe than the losses that would be incurred upon
foreclosure on Mortgaged Properties securing Mortgage Loans (in each case
measured as a percentage of the outstanding principal balances of the related
Assets). The servicing of manufactured housing installment sales contracts is
generally similar to the servicing of conventional residential mortgage loans,
except that, in general, servicers of manufactured housing installment sales
contracts place greater emphasis on making prompt telephone contact with
delinquent borrowers than is generally customary in the case of the servicing of
conventional residential mortgage loans. See "Sale and Servicing of Contracts
and Mortgage Loans -- Servicing" herein. Realization on defaulted Contracts is
generally accomplished through repossession and subsequent resale of the
underlying Manufactured Homes by or on behalf of the Servicer, whereas
realization on defaulted Mortgage Loans is generally accomplished through
foreclosure on the underlying Mortgaged Properties or similar proceedings.
Realization on defaulted Land Secured Contracts may involve a combination of
repossession and foreclosure-related procedures. See "Certain Legal Aspects of
Contracts and Mortgage Loans" herein. Certificates evidencing interests in
Contracts may also be subject to other risks that are not present in the case of
Certificates evidencing interests in Mortgage Loans. See " -- 3.
Certificateholders May Realize Losses If the Servicer Is Unable to Realize on
Assets Because of Provisions of Applicable State Law," and " -- 4. Compliance
with Federal And State Lender Regulations May Cause Certain Credit and
Prepayment Risks to Certificateholders" below and "Certain Legal Aspects of
Contracts and Mortgage Loans" herein.
VALUE OF MORTGAGE LOANS SENSITIVE TO CHANGES IN RESIDENTIAL REAL ESTATE
MARKETS. An investment in Certificates evidencing interests in mortgage loans
may be affected, among other things, by declines in real estate values or
downturns in regional or local economic conditions. If the residential real
estate market should experience an overall decline in property values such that
the outstanding balances of the Mortgage Loans underlying a Series, together
with any secondary financing on the related Mortgaged Properties, become equal
to or greater than the value of the related Mortgaged Properties, the actual
rates of delinquencies, foreclosures and losses on such Mortgage Loans could be
higher than those now generally experienced in the mortgage lending industry.
Holders of the Certificates evidencing interests in such Mortgage Loans will
bear all risk of loss resulting from default by the related mortgagors and will
have to look primarily to the value of the related Mortgaged Properties for
recovery of the outstanding principal of and unpaid interest on the defaulted
Mortgage Loans to the extent that such losses are not covered by other
Certificates, if any, that are subordinated to such Holders' Certificates, by
applicable insurance policies, if any, or by any other credit enhancement. See
"The Trusts -- The Assets -- The Mortgage Loans" herein.
VALUE OF ASSETS TRANSFERRED TO THE TRUST ESTATE MAY DECREASE. If the assets
assigned to a Trust were to be sold, there can be no assurance that the proceeds
of any such sale would be sufficient to distribute in full the outstanding
principal amount of
10
<PAGE>
the related Certificates and all accrued interest due thereon. The market value
of the Assets included in any Trust Estate generally will fluctuate with changes
in prevailing rates of interest, among other factors. Consequently, the items
included in the Trust Estate for a Series may be liquidated at a discount from
their par value or from their purchase price, in which case the proceeds of such
liquidation might be less than the aggregate outstanding principal amount of the
Certificates of that Series, plus interest at the Pass-Through Rate allocated to
each Class of such Certificates. In such event, any shortfalls in the amounts
necessary to make required distributions on the Certificates would be borne by
the Certificateholders.
2. PREPAYMENTS, YIELD AND CREDIT RISKS TO CERTIFICATEHOLDERS FROM
OWNERSHIP OF FIXED POOL OF CONTRACTS AND MORTGAGE LOANS.
PREPAYMENT TIMING AND FREQUENCY MAY ADVERSELY AFFECT YIELD OF
CERTIFICATEHOLDER. Yields realized by holders of certain Classes of Certificates
entitled to disproportionate allocations of principal or interest on the
underlying Asset Pool will be extremely sensitive to levels of prepayments
(including for this purpose, payments resulting from refinancings, liquidations
due to defaults, casualties, condemnations and purchases by or on behalf of the
Company or the Seller) on the Assets in the related Trust. In general, yields on
Premium Certificates will be adversely affected by higher than anticipated
levels of prepayments on the Assets and enhanced by lower than anticipated
levels of prepayments. Conversely, yields on Discount Certificates are likely to
be enhanced by higher than expected levels of prepayments and adversely affected
by lower than anticipated levels of prepayments. The level of sensitivity of a
Class to prepayment levels will be magnified as the disproportion of the
allocation of principal and interest payments on the Assets to such Class
increases. Holders of certain Classes of Certificates could fail to recover
their initial investments.
The rate of principal payments on the Contracts and Mortgage Loans will be
affected by the amortization schedules of such Contracts and Mortgage Loans and
the rate of principal prepayments thereon (including for this purpose payments
resulting from refinancings, liquidations due to defaults, casualties,
condemnations and purchases by or on behalf of the Company or the Seller). The
rate of principal prepayments on pools of Contracts and Mortgage Loans is
influenced by a variety of economic, geographic, social, tax, legal and other
factors. In general, however, if the Contracts and Mortgage Loans are not
subject to prepayment penalties and if prevailing interest rates fall
significantly below the interest rates on the Contracts and Mortgage Loans, such
Contracts and Mortgage Loans are likely to be the subject of higher principal
prepayments than if prevailing rates remain at or above the rates borne by such
Contracts and Mortgage Loans. This is because, in a declining interest rate
environment, the Obligors may be able to secure alternative financing of their
Manufactured Homes or Mortgaged Properties with lower interest rates and lower
Monthly Payments than those borne by their current Contracts or Mortgage Loans.
Conversely, an Obligor is less likely to prepay his Contract or Mortgage Loan
when market interest rates are higher than those in effect when the Contract or
Mortgage Loan was originated. This general causal relationship may be more
pronounced in the case of Mortgage Loans than in the case of Contracts, because
Contracts typically have smaller principal balances than Mortgage Loans and,
consequently, the effect of interest rate changes on Monthly Payments due on
Contracts may be less dramatic than the effect of such changes on Monthly
Payments due on Mortgage Loans.
The holder of a Contract or Mortgage Loan (I.E., the Trustee, and through
it, the Certificateholders) generally does not want the Contract or Mortgage
Loan to be prepaid when prevailing interest rates are lower than they were at
the time of the holder's investment in the related Certificates and generally
does want the Contract or Mortgage Loan to be prepaid when prevailing interest
rates are higher than they were at the time of the holder's investment in the
related Certificates. This conflict between the Obligor and the holder of the
Contract or Mortgage Loan exposes the holder to reinvestment risk when
prevailing interest rates are lower than at the time of the holder's investment
(it can only reinvest the proceeds of prepayment of a Contract or Mortgage Loan
in investments bearing a lower rate of interest than that borne by the
Certificate backed by the prepaid Contract or Mortgage Loan) and the loss of
reinvestment opportunity when prevailing interest rates are higher than at the
time of the holder's investment (it cannot reinvest its funds in higher yielding
instruments).
YIELD TO CERTIFICATEHOLDERS WILL BE ADVERSELY AFFECTED BY ACCRUAL PERIODS,
SHORTFALLS AND REALIZED LOSSES. The effective yield to Certificateholders will
be lower than the yield otherwise produced by the applicable Pass-Through Rates
and purchase prices of the Certificates because, although interest will accrue
on the Certificates from the first day of each month, the distribution of such
interest will not be made until the Distribution Date in the month following the
month of such accrual. In addition, the effective yield on the Certificates will
be reduced by any Shortfalls and Realized Losses allocated to such Certificates.
CREDIT RATINGS PROVIDED BY RATING AGENCIES DO NOT ADDRESS ALL RISKS IN AN
INVESTMENT IN THE OFFERED CERTIFICATES. Each Class of Certificates of a Series
offered hereby and by means of the related Prospectus Supplement will be rated
in not less than the fourth highest rating category by the Rating Agency or
Agencies identified in such Prospectus Supplement. Any such rating does not
constitute a recommendation to buy, sell or hold the rated Certificates and is
subject to revision or
11
<PAGE>
withdrawal at any time by the Rating Agency that issued the rating. An investor
may obtain further details with respect to any rating on the Certificates from
the Rating Agency that issued the rating. In addition, any such rating will be
based, among other things, on the credit quality of the underlying Asset Pool
only and will represent only an assessment of the likelihood of receipt by
Certificateholders of payments with respect to such Asset Pool. Such rating will
not represent any assessment of the likelihood that prepayment experience may
differ from prepayment assumptions and, accordingly, will not constitute any
assessment of the possibility that holders of Premium Certificates will fail to
recoup their initial investment if a high rate of principal prepayments is
experienced on the related Assets. Security ratings assigned to Classes of
Certificates representing a disproportionate entitlement to principal or
interest collections on the underlying Assets should be evaluated independently
of similar security ratings assigned to other kinds of securities.
3. CERTIFICATEHOLDERS MAY REALIZE LOSSES IF THE SERVICER IS UNABLE TO
REALIZE ON ASSETS BECAUSE OF PROVISIONS OF APPLICABLE STATE LAW. Each Contract
is secured by a security interest in a Manufactured Home. Perfection of security
interests in Manufactured Homes are subject to a number of state laws,
including, in some states, the Uniform Commercial Code (the "UCC") as adopted in
such states and, in other states, such states' motor vehicle titling statutes.
In some states, perfection of security interests in Manufactured Homes is
governed both by the applicable UCC and by motor vehicle titling statutes. The
steps necessary to perfect a security interest in a Manufactured Home will vary
from state to state. Because of the expense and administrative inconvenience
involved, neither the Seller nor the Company will amend any certificates of
title to change the lienholder specified therein from DFC or Oakwood, as
Servicer and agent for DFC, as the case may be, (or any other Seller) to the
Trustee or take any other steps to effect re-registration of any Manufactured
Home in the Trustee's name with the appropriate state motor vehicle authority.
In addition, neither the Seller nor the Company will deliver any certificate of
title to the Trustee or note thereon the Trustee's interest or file any UCC-3
financing statements or other instruments evidencing the assignment to the
Trustee of the Seller's security interest in any Manufactured Home. In some
states, in the absence of such an amendment to the certificate of title or such
a filing under the applicable UCC, it is unclear whether the assignment to the
Trustee of the security interest created by a Contract in the underlying
Manufactured Home will be effective or whether the Trustee's security interest
in the Manufactured Home will be perfected. In addition, in the absence of
notation of the Trustee's interest in a Manufactured Home on the related
certificate of title or re-registration of the Manufactured Home in the
Trustee's name with the appropriate state motor vehicle authority or delivery of
the certificate of title to the Trustee or filing of an appropriate transfer
instrument under the applicable UCC, it is unclear whether the assignment to the
Trustee of the security interest created by a Contract in the underlying
Manufactured Home will be effective against creditors of the Seller or a trustee
in bankruptcy of the Seller. The Seller will make certain warranties relating to
the validity, perfection and priority of the security interest created by each
Contract in the underlying Manufactured Home in favor of the Contract's
originator. A breach of any such warranty that materially and adversely affects
the Trust's interest in any Contract or Mortgage Loan would create an obligation
on the part of the Seller to repurchase or substitute for such Contract or
Mortgage Loan unless such breach is cured within 90 days after the Seller's
discovery of or receipt of notice of such breach.
4. COMPLIANCE WITH FEDERAL AND STATE LENDER REGULATIONS MAY CAUSE CERTAIN
CREDIT AND PREPAYMENT RISKS TO CERTIFICATEHOLDERS. Numerous federal and state
consumer protection laws impose requirements on lending under mortgage loans or
retail installment sales contracts such as the Contracts, and the failure by the
lender or seller of goods to comply with such requirements could give rise to
liabilities on the part of such lender's assignees to the Obligors for amounts
due under such mortgage loans or contracts or to an Obligor's right of set-off
against claims by such assignees as a result of such lender's or seller's
noncompliance. To the extent these laws affect the Contracts or the Mortgage
Loans, these laws would apply to the Trustee as assignee of the Contracts and
the Mortgage Loans. The Seller will warrant that the origination of each
Contract and Mortgage Loan complied with all requirements of law and that there
exists no right of rescission, set-off, counterclaim or defense in favor of the
Obligor under any Contract and that each Asset is enforceable against the
related Obligor in accordance with its terms, subject to applicable bankruptcy
and similar laws, laws affecting creditors' rights generally and general
principles of equity. A breach of any such warranty that materially and
adversely affects the Trust's interest in any Contract or Mortgage Loan would
create an obligation on the part of the Seller to repurchase or substitute for
such Contract or Mortgage Loan unless such breach is cured within 90 days after
the Seller's discovery of such breach or after notice of such breach is provided
to the Seller. If the credit support provided by any Subordinated Certificates,
any insurance or any other credit enhancement is exhausted, application of these
consumer protection laws could limit the ability of the Certificateholders to
realize upon Manufactured Homes or Mortgaged Properties securing defaulted
Contracts and Mortgage Loans or could limit the amount collected on such
defaulted Contracts and Mortgage Loans to less than the amount due thereunder.
See "Certain Legal Aspects of the Contracts and Mortgage Loans -- The
Contracts -- Enforcement of Security Interests in Manufactured Homes" and
" -- Consumer Protection Laws" herein and "Certain Legal Aspects of the
Contracts and Mortgage Loans -- The Mortgage Loans -- Anti-Deficiency
Legislation and Other Limitations on Lenders" herein.
12
<PAGE>
5. CERTIFICATEHOLDERS MUST LOOK SOLELY TO THE TRUST ESTATE FOR
DISTRIBUTIONS OF PRINCIPAL AND INTEREST. The Certificates of a Series are
obligations of the related Trust only, and holders of Certificates of a Series
may look only to the assets of the related Trust for distributions on such
Certificates. The Certificates will not represent an interest in or obligation
of the Company, the Servicer or any Underwriter, or any affiliates of the
Company, the Servicer or any Underwriter, except to the extent otherwise
specified in the related Prospectus Supplement. The Certificates will not be
insured or guaranteed by any government agency or instrumentality, the Company,
or any Underwriter or any of their affiliates, or the Servicer, except to the
extent otherwise specified in the related Prospectus Supplement.
6. THERE WILL BE A LIMITED MARKET FOR THE OFFERED CERTIFICATES. There can
be no assurance that a secondary market will develop for the Certificates of any
Series or, if it does develop, that it will provide the holders of such
Certificates with liquidity of investment or that any such liquidity will
continue to exist for the term of such Certificates. Certificates issued in
book-entry form may be less liquid than Certificates issued in fully-registered
certificated form. See "Description of the Certificates -- Book-Entry
Procedures" herein.
7. AVAILABILITY OF EXTERNAL CREDIT ENHANCEMENT DOES NOT ELIMINATE RISKS OF
REALIZED LOSSES ON THE OFFERED CERTIFICATES. If insurance policies or other
credit enhancement are provided with respect to a Series of Certificates, the
insurance policies (including FHA insurance and any VA guarantees) or other
credit enhancement on the Contracts or the Mortgage Loans or any other part of
the related Trust Estate will not provide protection against all contingencies
and will cover certain contingencies only to a limited extent. See "The
Trusts -- Insurance" herein.
8. CERTIFICATEHOLDERS SUBJECT TO LOSS IF RATE OF DELINQUENCIES AND AMOUNT
OF REALIZED LOSSES EXCEED CERTAIN LEVELS. With respect to Certificates of a
Series that includes a Class of Subordinated Certificates, while the
subordination feature is intended to enhance the likelihood of timely payment of
principal and interest to Senior Certificateholders, the available subordination
may be limited, as specified in the related Prospectus Supplement. In addition,
with respect to Certificates of a Series supported by a Reserve Fund, the
Reserve Fund could be depleted under certain circumstances. In either case,
shortfalls could result for both the Senior Certificates and the Subordinated
Certificates of such Series. Prospective purchasers of a Class of Certificates
should carefully review the credit risks entailed in such Class resulting from
its subordination or from the timing of the distributions intended to be made on
such Class.
9. CERTIFICATES PURCHASED AT A DISCOUNT OR PREMIUM FROM THEIR PARITY PRICE
ARE SUBJECT TO PARTICULAR TAX RISKS. Discount Certificates generally will be
treated as issued with original issue discount for federal income tax purposes.
In addition, certain classes of Premium Certificates (E.G., interest-only
securities) may be treated by the Trustee under applicable provisions of the
Code as stripped coupons issued with original issue discount. The Trustee will
report original issue discount with respect to such Discount and Premium
Certificates on an accrual basis, which may be prior to the receipt of cash
associated with such income. See "Federal Income Tax Consequences" herein.
10. REMIC RESIDUAL CERTIFICATES SUBJECT TO PARTICULAR TAX RISKS. Residual
Certificates are subject to certain special tax considerations that differ from
those applicable to REMIC Regular Certificates and to Certificates in a Series
for which no REMIC election is made. See "Federal Income Tax Consequences"
herein.
11. RECHARACTERIZATION OF THE TRANSACTION IN BANKRUPTCY CASES COULD RESULT
IN DELAYS OR ACCELERATION OF DISTRIBUTIONS ON THE OFFERED CERTIFICATES. The
Seller and the Company intend that the transfer of an Asset Pool to the related
Trust constitute a sale rather than a pledge of such Asset Pool to secure
indebtedness of the Seller. However, if the Seller were to become a debtor under
the federal bankruptcy code, it is possible that a creditor, a bankruptcy
trustee of the Seller, or the Seller itself as debtor-in-possession may argue
that the sale of the Asset Pool by the Seller is a pledge of the Asset Pool
rather than a sale. This position, if argued before or accepted by a court,
could result in a delay in or reduction of distributions to the related
Certificateholders. In addition, if an affiliate of the Seller were to become
insolvent, a creditor, a bankruptcy trustee of such affiliate, or such affiliate
itself as debtor-in-possession may argue that the Seller's assets should be
substantively consolidated into such affiliate's estate. This position, if
argued before or accepted by a court, could similarly result in a delay in or
reduction of distributions to the related Certificateholders.
A case (OCTAGON GAS SYSTEMS, INC. V. RIMMER, 995 F.2D 948 (10TH CIR.),
CERT. DENIED 114 S. Ct. 554 (1993)) decided by the United States Court of
Appeals for the Tenth Circuit contains language to the effect that accounts sold
by a debtor under Article 9 of the UCC would remain property of the debtor's
bankruptcy estate. Although the Contracts constitute chattel paper under the UCC
rather than accounts, sales of chattel paper are similarly governed by Article 9
of the UCC. If, following a bankruptcy of DFC, a court were to follow the
reasoning of the Tenth Circuit and apply such reasoning to chattel paper, then
delays or reductions in payments of collections on or in respect of the
Contracts could occur.
13
<PAGE>
12. THE RATE OF PAYMENTS ON THE CERTIFICATES IS DEPENDENT ON THE PAYMENT
PROVISIONS OF THE ASSETS AND THE ASSETS MAY CONTAIN A VARIETY OF PAYMENT
PROVISIONS. The Assets included in the Trust for a Series may be subject to
various types of payment provisions. As more fully described herein under "The
Trusts -- The Assets," such Assets may consist of Level Payment Loans,
Adjustable Rate Assets, Buy-Down Loans, Interest Reduction Loans, GEM Loans, GPM
Loans, Step-up Rate Loans, Balloon Payment Loans, Convertible Loans, Bi-Weekly
Loans, Level Payment Buy-Down Loans, Increasing Payment Loans, and such other
types of Assets as are specified and described in the related Prospectus
Supplement.
In general, Buy-Down Loans, Level Payment Buy-Down Loans, Increasing
Payment Loans, GEM Loans, GPM Loans and Step-up Rate Loans involve lower Monthly
Payment obligations for some period following their origination, followed by
higher Monthly Payment obligations thereafter. Obligors on these types of Assets
may be more likely to default on their obligations to make Monthly Payments than
Obligors on Level Payment Loans, particularly as their Monthly Payments
increase. The Monthly Payments payable by Obligors on Balloon Payment Loans are
not sufficient to provide for complete amortization of their loans by their
stated maturity dates, and, on the stated maturity date for a Balloon Payment
Loan, the related Obligor is required to make a "balloon" payment in excess, and
likely substantially in excess, of the Monthly Payments required from such
Obligor during preceding months. Obligors on Balloon Payment Loans are generally
more likely to default on their final "balloon" payments than are Obligors on
Level Payment Loans to default in making their Monthly Payments. As a result,
the rate of repossession of and foreclosure on Manufactured Homes and Mortgaged
Properties securing Buy-Down Loans, Level Payment Buy-Down Loans, Increasing
Payment Loans, GEM Loans, GPM Loans, Step-up Rate Loans and Balloon Payment
Loans may be higher than the rate of repossession of and foreclosure on
Manufactured Homes and Mortgaged Properties securing Level Payment Loans, and
the likelihood that Realized Losses will be allocated to Certificates may be
higher than would otherwise be the case to the extent the related Trust Estate
includes Buy-Down Loans, Level Payment Buy-Down Loans, Increasing Payment Loans,
GEM Loans, GPM Loans, Step-up Rate Loans and/or Balloon Payment Loans in
addition to or instead of Level Payment Loans.
The interest rates on Adjustable Rate Assets will adjust periodically to
equal the sum of the applicable Index and Gross Margin. As the Index applicable
to an Adjustable Rate Asset increases, the amount of the related Obligor's
Monthly Payments will be increased, subject to certain limitations. As a result,
Obligors on Adjustable Rate Assets may be more likely to default on their
obligations to make Monthly Payments than Obligors on Assets bearing interest at
fixed rates in rising interest rate environments. In addition, the Seller of any
Convertible Loan, to the extent provided in the related Prospectus Supplement,
may be required to repurchase such Asset if the related Obligor elects to
convert the related Asset Rate from an adjustable rate to a fixed rate of
interest. Any such repurchase of a Convertible Loan included in an Asset Pool
will have the same effect on the holders of the Certificates of the related
Series as a prepayment in full of such Asset. Certificates may be subject to a
higher rate of prepayments of the underlying Assets than would otherwise be the
case to the extent the related Trust Estate includes Convertible Loans and to
the extent the related Seller has such a repurchase obligation.
DESCRIPTION OF THE CERTIFICATES
GENERAL
Each Series of Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Series Agreement") among the Company, as seller of the
Certificates, Oakwood, as the Servicer (or another Servicer if one is named in
the related Prospectus Supplement) and the Trustee named in the related
Prospectus Supplement. A copy of the form of the Series Agreement, together with
standard terms thereto (the "Standard Terms," and, together with the applicable
Series Agreement, the "Agreement") is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Prospectus Supplement for each
Series will describe any provisions of the Series Agreement relating to such
Series which differ materially from the form of the Agreement filed as an
exhibit to the Registration Statement.
The Company may sell to investors one or more Classes of a Series of
Certificates in transactions not requiring registration under the Securities Act
of 1933, as amended.
The Offered Certificates of each Series of Certificates will be rated upon
issuance as specified in the related Prospectus Supplement by the Rating Agency
or Agencies identified therein. The following summaries describe certain
provisions common to each Series of Certificates. The summaries do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, the provisions of the particular Agreement relating to the Series
of Certificates. When particular provisions or terms used in the Agreement are
referred to, the actual provisions thereof (including definitions of terms
therein) are incorporated by reference.
14
<PAGE>
The Certificates of each Series will represent interests in a separate
Trust created pursuant to the related Agreement, as specified in the related
Prospectus Supplement. The Trust Estate for a Series will be held by the related
Trustee for the benefit of the related Certificateholders. Each Trust Estate, to
the extent specified in the related Prospectus Supplement, will include: (1) the
Assets which are subject to the related Agreement from time to time; (2) such
assets as from time to time are identified as deposited in any account held for
the benefit of the Certificateholders (including the Certificate Account and the
Distribution Account maintained pursuant to the related Agreement); (3) with
respect to a Series of Certificates evidencing interests in Contracts,
underlying Manufactured Homes and Real Properties acquired by the Trust through
repossession, foreclosure or otherwise; (4) with respect to a Series of
Certificates evidencing interests in Mortgage Loans, property which secured a
Mortgage Loan and which was acquired by foreclosure or deed in lieu of
foreclosure; (5) (a) the Standard Hazard Insurance Policies maintained with
respect to the underlying Manufactured Homes and Mortgaged Properties, (b) the
related Pool Insurance Policy, if any, (c) the related Special Hazard Insurance
Policy, if any, (d) the related Obligor Bankruptcy Insurance, if any, (e) any
Primary Mortgage Insurance Policies, FHA insurance and VA guarantees and (f) the
Buy-Down Fund and GPM Fund, if any; (6) the Reserve Fund, if any; (7) any letter
of credit, guarantee or surety bond, insurance policy or other credit
enhancement securing payment of all or part of the related Series of
Certificates; (8) if specified in the related Prospectus Supplement, any related
Pre-Funding Account; (9) such other property as may be specified in the related
Prospectus Supplement; and (10) proceeds of any of the foregoing.
The Agreement for a Series will generally provide that Certificates may be
issued thereunder up to the aggregate principal amount authorized by the
Company. Each Series will consist of one or more Classes of Certificates and may
include: (1) one or more Classes of Senior Certificates entitled to certain
preferential rights to distributions of principal and interest; (2) one or more
Classes of Subordinated Certificates; (3) one or more Classes of Certificates
representing an interest only in a specified portion of interest payments on the
Assets in the related Trust and that may have no principal balance, a nominal
principal balance or a Notional Principal Amount ("Strip Classes"); (4) one or
more Classes of Certificates representing an interest only in specified payments
of principal on the Assets ("Principal Only Classes"); (5) one or more Classes
of Certificates upon which interest will accrue but will not be distributed
until certain other Classes of Certificates of the same Series have received
their final distributions ("Compound Interest Classes" and "Capital Appreciation
Classes" and, collectively, "Accretion Classes"); and (6) one or more Classes of
Certificates entitled to fixed principal payments under certain conditions ("PAC
Classes") and companion classes thereto ("Companion Classes"). Each Series as to
which a REMIC election has been or is to be made will consist of one or more
Classes of REMIC Regular Certificates (which may consist of Certificates of the
types specified in the preceding sentence) and one Class of Residual
Certificates for each related REMIC.
The Certificates of each Series will be issued in fully-registered
certificated or book-entry form in authorized denominations for each related
Class as specified in the related Prospectus Supplement. The Certificates of
each Series issued in certificated form may be transferred or exchanged at the
corporate trust office of the Trustee without the payment of any service charge,
other than any tax or other governmental charge payable in connection with a
transfer. The Trustee will make distributions of principal and interest on each
certificated Certificate by check or wire transfer to each person in whose name
such Certificate is registered as of the close of business on the Record Date
for such distribution (as specified in the related Prospectus Supplement) at the
address appearing in the Certificate Register, except that the final
distributions in retirement of each certificated Certificate will be made only
upon presentation and surrender of such Certificate at the corporate trust
office of the Trustee. The Trustee will make distributions with respect to
Book-Entry Certificates as set forth below.
BOOK-ENTRY PROCEDURES
The Prospectus Supplement for a Series may specify that certain Classes of
Certificates initially will be issued as Book-Entry Certificates in the
authorized denominations specified in such Prospectus Supplement. Each such
Class will be represented by a single certificate registered in the Certificate
Register in the name of a nominee of the depository, which is expected to be The
Depository Trust Company ("DTC" and, together with any successor or other
depository (which must be a Clearing Agency) selected by the Company, the
"Depository"). No person acquiring a Book-Entry Certificate (a "Beneficial
Owner") will be entitled to receive a definitive certificate representing its
Certificate.
DTC performs services for its Participants, some of whom (and/or their
representatives) own DTC. In accordance with its normal procedures, DTC is
expected to record the positions held by each DTC Participant in the Book-Entry
Certificates, whether held for its own account or as a nominee for another
person. In general, beneficial ownership of Book- Entry Certificates will be
subject to the rules, regulations and procedures governing the Depository and
Depository Participants as in effect from time to time.
A Beneficial Owner's ownership of a Book-Entry Certificate will be
reflected in the records of the brokerage firm, bank, thrift institution or
other financial intermediary (any of the foregoing, a "Financial Intermediary")
that maintains such Beneficial Owner's account for such purpose. In turn, the
Financial Intermediary's ownership of such Book-Entry Certificate will be
reflected in the records of the Depository (or of a participating firm that acts
as agent for the Financial Intermediary whose
15
<PAGE>
interest in turn will be reflected in the records of the Depository, if the
Beneficial Owner's Financial Intermediary is not a direct Depository
Participant). Therefore, the Beneficial Owner must rely on the procedures of its
Financial Intermediary or Intermediaries and of the Depository in order to
evidence its beneficial ownership of a Book-Entry Certificate, and beneficial
ownership of a Book-Entry Certificate may only be transferred by compliance with
the procedures of such Financial Intermediaries and Depository participants.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC accepts securities for deposit
from its participating organizations ("Depository Participants") and facilitates
the clearance and settlement of securities transactions between Depository
Participants in such securities through electronic book-entry changes in
accounts of Depository Participants, thereby eliminating the need for physical
movement of certificates. Depository Participants include securities brokers and
dealers, banks and trust companies and clearing corporations and may include
certain other organizations. Indirect access to the DTC system is also available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Depository Participant, either
directly or indirectly ("indirect participants").
Distributions of principal and interest on the Book-Entry Certificates will
be made on each Distribution Date to the Depository. The Depository will be
responsible for crediting the amount of such distributions to the accounts of
the applicable Depository Participants in accordance with the Depository's
normal procedures. Each Depository Participant will be responsible for
disbursing such payments to the Beneficial Owners of the Book-Entry Certificates
that it represents and to each Financial Intermediary for which it acts as
agent. Each such Financial Intermediary will be responsible for disbursing funds
to the Beneficial Owners of the Book-Entry Certificates that it represents. As a
result of the foregoing procedures, Beneficial Owners of the Book Entry
Certificates may experience some delay in their receipt of payments.
While the Offered Certificates are outstanding (except if the Offered
Certificates are subsequently issued in certificated, fully-registered form,
which can only occur under the limited circumstances described below), under the
rules, regulations and procedures creating and affecting DTC and its operations
(the "Rules"), DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Offered Certificates and is required
to receive and transmit distributions of principal of, and interest on, the
Offered Certificates. Unless and until the Offered Certificates are issued in
certificated form, Beneficial Owners who are not Participants may transfer
ownership of the Offered Certificates only through Participants by instructing
such Participants to transfer the Offered Certificates, by book-entry transfer,
through DTC for the account of the purchasers of such Certificates, which
account is maintained with such purchasers' respective Participants. Under the
Rules and in accordance with DTC's normal procedures, transfers of ownership of
the Offered Certificates will be executed through DTC and the accounts of the
respective Participants at DTC will be debited and credited. Because
transactions in Book-Entry Certificates can be effected only through the
Depository, participating organizations, indirect participants and certain
banks, the ability of a Beneficial Owner of a Book-Entry Certificate to pledge
such Certificate to persons or entities that are not Depository Participants, or
otherwise to take actions in respect of such Certificate, may be limited due to
the lack of a physical certificate representing such Certificate. Issuance of
the Book-Entry Certificates in book-entry form may reduce the liquidity of such
Certificates in the secondary trading market because investors may be unwilling
to purchase Book-Entry Certificates for which they cannot obtain physical
certificates.
The Book-Entry Certificates will be issued in fully-registered,
certificated form to Beneficial Owners of such Book-Entry Certificates or their
nominees, rather than to the Depository or its nominee, only if (1) the Company
advises the Trustee in writing that the Depository is no longer willing or able
to discharge properly its responsibilities as depository with respect to the
Book-Entry Certificates and the Company is unable to locate a qualified
successor within 30 days or (2) the Company, at its option, elects to terminate
the book-entry system maintained through the Depository. Upon the occurrence of
either event described in the preceding sentence, the Trustee is required to
notify the Depository, which in turn will notify all Beneficial Owners of
Book-Entry Certificates through Depository participants, of the availability of
certificated Certificates. Upon surrender of the Depository of the certificates
representing the Book-Entry Certificates and receipt of instructions for
re-registration, the Trustee will reissue the Book-Entry Certificates as
certificated Certificates to the Beneficial Owners of the Book-Entry
Certificates. Upon issuance of certificated Certificates to Beneficial Owners,
such Certificates will be transferable directly (and not exclusively on a
book-entry basis) and registered holders will deal directly with the Trustee
with respect to transfers, notices and distributions.
DTC has advised the Company and the Trustee that, unless and until the
Offered Certificates are issued in certificated, fully-registered form under the
circumstances described above, DTC will take any action permitted to be taken by
a Certificateholder under the Agreement only at the direction of one or more
Participants to whose DTC accounts the Certificates are credited. DTC has
advised the Company that DTC will take such action with respect to any
Percentage Interests of the Offered Certificates only at the direction of and on
behalf of such Participants with respect to such Percentage Interests of the
16
<PAGE>
Offered Certificates. DTC may take action, at the direction of the related
Participants, with respect to some Offered Certificates which conflict with
actions taken with respect to other Offered Certificates.
Neither the Company, Oakwood, the Servicer nor the Trustee will have any
liability for any aspect of the records relating to or payment made on account
of beneficial ownership interests of the Book-Entry Certificates held by the
Depository, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
ALLOCATION OF COLLECTIONS FROM THE ASSETS
The Prospectus Supplement for a Series will specify the Available
Distribution for such Series, which in general will be equal to the amount of
principal and interest actually collected, advanced or otherwise received with
respect to the related Asset Pool during the applicable Collection Period or
Prepayment Period, net of applicable servicing, administrative, guarantee and
other fees, insurance premiums, the costs of any other credit enhancement and
amounts required to reimburse any unreimbursed advances. The Available
Distribution will be allocated among the Classes of Certificates of the related
Series in the proportion and order of application set forth in the related
Agreement and described in the related Prospectus Supplement. The Available
Distribution may be allocated so that amounts paid as interest on the Assets may
be distributed as principal on the Certificates and amounts paid as principal on
the Assets may be distributed as interest on the Certificates.
A Class of Certificates entitled to distributions of interest may receive
such interest at a specified rate (a "Pass-Through Rate"), which may be fixed or
adjustable. The Classes of Certificates within a Series may have the same or
different Pass-Through Rates. The related Prospectus Supplement will specify the
Pass-Through Rate, or the method for determining the Pass-Through Rate, for each
applicable Class, and the method of determining the amount to be distributed on
any Strip Classes on each Distribution Date. Residual Certificates offered
hereby may or may not have a Pass-Through Rate. In addition to representing
entitlement to regular distributions of principal and interest, if any, that are
allocated to the Residual Certificates, Residual Certificates also generally
will represent entitlement to receive amounts remaining in the Distribution
Account on any Distribution Date after allocation of scheduled distributions to
all other outstanding Classes of Certificates of that Series and after all
required deposits have been made into any related Reserve Funds. Certain Classes
of Certificates may have a Notional Principal Amount. A "Notional Principal
Amount" of a Certificate is used solely for purposes of determining the amount
of interest distributions and certain other rights and obligations of the holder
of such Certificate and does not represent any beneficial interest in principal
payments on the Assets in the related Trust. Interest distributions on the
Certificates generally will include interest accrued through the Accounting Date
preceding the applicable Distribution Date or through another date specified in
the related Prospectus Supplement. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months or on the basis of actual
elapsed days, as specified in the related Prospectus Supplement.
With respect to a Series that includes one or more Classes of Subordinated
Certificates, the Senior Certificates will generally not bear any Realized
Losses on the related Contracts or Mortgage Loans, except as otherwise specified
in the related Prospectus Supplement, until the Subordinated Certificates of
that Series have borne Realized Losses up to a specified Subordination Amount or
loss limit or until the principal amount of the Subordinated Certificates has
been reduced to zero, either through the allocation of Realized Losses,
distributions of principal, or both. Distributions of interest may be reduced to
the extent of Shortfalls on Contracts or Mortgage Loans comprising the Assets of
the related Trust. With respect to a Series that includes a Class of
Subordinated Certificates, any Shortfall may result in a reallocation of amounts
otherwise distributable to less senior Certificates for distribution to more
senior Certificates.
Principal and interest distributable on a Class of Certificates will be
distributed among the Certificates of such Class pro rata in the proportion that
the outstanding principal or notional amount of each Certificate of such Class
(or each Certificate's designated "percentage interest," in the case of
Certificates with no Certificate Principal Balance or notional principal amount)
bears to the aggregate outstanding principal or notional amount of all
Certificates of such Class (or to a "percentage interest" of 100%, in the case
of Certificates with no Certificate Principal Balance or notional principal
amount), or in such other manner as may be specified in the related Prospectus
Supplement. Interest distributable on a Class of Certificates will be allocated
among the Certificates of such Class pro rata in the proportion that the
outstanding principal or notional amount of each Certificate of such Class (or
each Certificate's designated "percentage interest," in the case of Certificates
with no Certificate Principal Balance or notional principal amount) bears to the
aggregate outstanding principal or notional amount of all Certificates of such
Class (or to a "percentage interest" of 100%, in the case of Certificates with
no Certificate Principal Balance or notional principal amount), or in such other
manner as may be specified in the related Prospectus Supplement.
The Final Scheduled Distribution Date for each Class of Certificates will
be the date on which the last distribution of the principal thereof is scheduled
to occur, assuming no prepayments of principal with respect to the Assets
included in the Trust for that Series.
17
<PAGE>
OPTIONAL REDEMPTION OR TERMINATION
To the extent and under the circumstances specified in the related
Prospectus Supplement, the Certificates of a Series may be redeemed prior to
their Final Scheduled Distribution Date at the option of the Company, the
Servicer or such other party as may be specified in the related Prospectus
Supplement by purchase of the outstanding Certificates of such Series. The right
so to redeem the Certificates of a Series will be conditioned upon (1) the
passage of a certain date specified in the Prospectus Supplement and/or (2) (a)
the decline of the aggregate Scheduled Principal Balance of the Assets in the
Trust to less than a percentage (specified in the related Prospectus Supplement)
of the aggregate Scheduled Principal Balance of the Assets in the Trust at the
related Cut-off Date or (b) the decline of the aggregate Certificate Principal
Balance of a specified Class or Classes of Certificates to less than a
percentage (specified in the related Prospectus Supplement) of the aggregate
Certificate Principal Balance of the applicable Class or Classes of Certificates
at the Closing Date for the Series. In the event the option to redeem the
Certificates is exercised, the purchase price distributed with respect to each
Certificate offered hereby and by the related Prospectus Supplement will
generally equal 100% of its then outstanding principal amount, plus accrued and
unpaid interest thereon at the applicable Pass-Through Rate, less any
unreimbursed Advances and unrealized losses allocable to such Certificate.
Notice of the redemption of the Certificates will be given to Certificateholders
as provided in the related Agreement.
In addition, the Company or the Servicer or the holders of a majority in
interest of any Class of Residual Certificates of the related Series may at
their respective options repurchase all related Contracts and Mortgage Loans
remaining outstanding at a time specified in the related Prospectus Supplement,
which generally will be when the aggregate Scheduled Principal Balance of such
Contracts or Mortgage Loans is less than a percentage (specified in the related
Prospectus Supplement) of the aggregate Scheduled Principal Balance of the
Contracts or Mortgage Loans on the Cut-off Date, or when the aggregate
Certificate Principal Balance of a specified Class or Classes of Certificates is
less than a percentage (specified in the related Prospectus Supplement) of the
aggregate Certificate Principal Balance of such Class or Classes at the Closing
Date. The termination price for a Trust will be specified in the related
Agreement, and will generally equal the sum of (1) any Liquidation Expenses
incurred by the Servicer in respect of any Contract or Mortgage Loan that has
not yet been liquidated; (2) all amounts required to be reimbursed or paid to
the Servicer in respect of previously unreimbursed Servicing Advances; and (3)
the greater of (a) the sum of (i) the aggregate Unpaid Principal Balance of the
related Contracts and Mortgage Loans, plus accrued and unpaid interest thereon
through the preceding Accounting Date for the date of repurchase at the Asset
Rates borne by such Contracts and Mortgage Loans, plus (ii) the lesser of (A)
the aggregate Unpaid Principal Balance of each Contract and Mortgage Loan that
had been secured by any Repo Property or REO Property remaining in the Trust,
plus accrued interest thereon at the Asset Rates borne by such Contracts and
Mortgage Loans through the Accounting Date preceding such purchase, and (B) the
current appraised value of any such Repo Property or REO Property (net of
Liquidation Expenses to be incurred in connection with the disposition of such
property estimated in good faith by the Servicer), such appraisal to be
conducted by an appraiser mutually agreed upon by the Servicer and the Trustee,
plus all previously unreimbursed P&I Advances made in respect of such Repo
Property or REO Property, and (b) the aggregate fair market value of the assets
of the related Trust (as determined by the Servicer as described in the related
Agreement) plus all previously unreimbursed P&I Advances made with respect to
the related Assets. The fair market value of the assets of a Trust as determined
for purposes of a terminating purchase shall be deemed to include accrued
interest through the Accounting Date preceding the date of such purchase at the
applicable Asset Rate on the Unpaid Principal Balance of each Contract and
Mortgage Loan (including any Contract that has become a Repo Property and any
Mortgage Loan that has become a REO Property, which Repo Property or REO
Property has not yet been disposed of by the Servicer). The basis for any such
valuation shall be furnished by the Servicer to the Certificateholders upon
request.
On the date set for termination of a Trust, the termination price shall be
distributed (1) first to the Servicer to reimburse it for all previously
unreimbursed Liquidation Expenses paid and Advances made by the Servicer with
respect to the related Assets and (2) second to the Certificateholders in
accordance with the payment priorities that apply on each Distribution Date as
described in the related Prospectus Supplement.
18
<PAGE>
MATURITY AND PREPAYMENT CONSIDERATIONS
MATURITY
No more than 1% of the Contracts and Mortgage Loans securing a Series will
have maturities at origination of more than 30 years.
PREPAYMENT CONSIDERATIONS
The prepayment experience on an Asset Pool will affect (1) the average life
of the related Certificates and each Class thereof issued by the related Trust;
(2) the timing of the final distribution for each Class (and whether such final
distribution occurs prior to its Final Scheduled Distribution Date); and (3) the
effective yield on each Class of such Certificates. Because prepayments will be
passed through to the holders of Certificates of each Series as distributions of
principal, it is likely that in the event of such prepayments, the final
distribution on each Class of Certificates of a Series will occur prior to its
Final Scheduled Distribution Date.
Contracts and Mortgage Loans generally may be prepaid in full or in part
without penalty. FHA Contracts and Mortgage Loans and VA Contracts and Mortgage
Loans may be prepaid at any time without penalty. The Company anticipates that a
significant number of the Contracts and Mortgage Loans will be paid in full
prior to their maturity. A number of factors, including homeowner mobility,
national and local economic conditions, age of the Contracts and Mortgage Loans,
interest rates and the availability of alternative financing may affect the
prepayment experience of a particular Asset Pool.
The rate of prepayments with respect to conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing market
interest rates fall significantly below the interest rates borne by particular
Contracts or Mortgage Loans, the Contracts and Mortgage Loans are likely to be
subject to higher prepayment rates than if prevailing interest rates remain at
or above the interest rates borne by such Contracts and Mortgage Loans. However,
the rate of principal prepayments on Contracts and Mortgage Loans is influenced
by a variety of economic, geographic, social, tax, legal and other factors.
Accordingly, there can be no assurance that any Contracts or Mortgage Loans
included in an Asset Pool will conform to past prepayment experience or any
assumed rate of prepayment.
It is customary in the mortgage industry in quoting yields (1) on a pool of
30-year fixed-rate, level payment mortgages, to compute the yield as if the pool
were a single loan that is amortized according to a 30-year schedule and is then
prepaid in full at the end of the 12th year and (2) on a pool of 15-year
fixed-rate, level payment mortgages, to compute the yield as if the pool were a
single loan that is amortized according to a 15-year schedule and then is
prepaid in full at the end of the seventh year.
Information regarding the prepayment model utilized in preparing any
Prospectus Supplement will be set forth in the Prospectus Supplement with
respect to a Series of Certificates.
See "Description of the Certificates -- Optional Redemption or Termination"
for a description of the Company's or other party's option to repurchase the
Contracts or Mortgage Loans comprising part of a Trust Estate when certain
triggering events occur. See also "The Trusts -- The Contracts" and " -- The
Mortgage Loans" and "Sale and Servicing of Contracts and Mortgage
Loans -- Representations and Warranties" herein for a description of the
obligations of the Company, the Servicer or another party, as specified in the
related Prospectus Supplement, to repurchase a Contract or Mortgage Loan in case
of a breach of a representation or warranty relative to such Contract or
Mortgage Loan. Any such repurchase will have the effect of a full prepayment of
the outstanding principal balance of the related Contract or Mortgage Loan. See
also "Yield Considerations" herein.
YIELD CONSIDERATIONS
Distributions of interest on the Certificates generally will include
interest accrued through the Accounting Date for the applicable Distribution
Date. Because distributions to the Certificateholders generally will not be made
until the Distribution Date following the preceding Accounting Date, the
effective yield to the holder of a Certificate will be lower than the yield
otherwise produced by the applicable Pass-Through Rate and purchase price for
the Certificate.
The yield to maturity of any Certificate will be affected by the rate and
timing of payment of principal of the underlying Contracts and Mortgage Loans.
If the purchaser of a Certificate offered at a discount from its Parity Price
(as defined below) calculates the anticipated yield to maturity of such
Certificate based on an assumed rate of payment of principal that is faster than
that actually received on the underlying Contracts and Mortgage Loans, the
actual yield to maturity will be lower than that so calculated. Similarly, if
the purchaser of a Certificate offered at a premium over its Parity Price
calculates the anticipated yield to maturity of such Certificate based on an
assumed rate of payment of principal that is slower than that actually
19
<PAGE>
received on the underlying Contracts and Mortgage Loans, the actual yield to
maturity will be lower than that so calculated. "Parity Price" is the price at
which a Certificate will yield its coupon, after giving effect to any payment
delay.
The timing of changes in the rate of prepayments on the Contracts and
Mortgage Loans may significantly affect an investor's actual yield to maturity,
even if the average rate of principal payments experienced over time is
consistent with an investor's expectation. In general, the earlier a prepayment
of principal on an Asset, the greater will be the effect on a related investor's
yield to maturity. As a result, the effect on an investor's yield of principal
payments occurring at a rate higher (or lower) than the rate anticipated by the
investor during the period immediately following the issuance of the
Certificates would not be fully offset by a subsequent like reduction (or
increase) in the rate of principal payments. Because the rate of principal
payments on the underlying Assets affects the weighted average life and other
characteristics of any Class of Certificates, prospective investors are urged to
consider their own estimates as to the anticipated rate of future prepayments on
the underlying Contracts and Mortgage Loans and the suitability of the
applicable Certificates to their investment objectives. For a discussion of
factors affecting principal prepayments on the Contracts and Mortgage Loans
underlying a Series of Certificates, see "Maturity and Prepayment
Considerations" above.
The yield on each Class of Certificates also will be affected by Realized
Losses or Shortfalls allocated to such Class.
THE TRUSTS
GENERAL
A Trust Estate may include Contracts and/or Mortgage Loans. Each Trust
Estate also may include (1) such assets as from time to time are identified as
deposited in any account held for the benefit of the Certificateholders
(including the Certificate Account and the Distribution Account) maintained
pursuant to the related Agreement; (2) any Manufactured Home or Real Property
which initially secured a related Contract and which is acquired by
repossession, foreclosure or otherwise; (3) any property which initially secured
a related Mortgage Loan and which is acquired by foreclosure or deed in lieu of
foreclosure or otherwise; (4) if so specified in the related Prospectus
Supplement, any related Reserve Fund; (5) if specified in the related Prospectus
Supplement, any related Pre-Funding Account; (6) any insurance policies,
guarantees and any other credit enhancement maintained with respect to the
related Certificates, the related Contracts, the related Mortgage Loans or all
or any part of such Trust Estate that is required to be maintained pursuant to
the related Agreement; and (7) such other property as is specified in the
related Prospectus Supplement.
THE ASSETS
GENERAL
Each Certificate will evidence an interest in one Trust Estate, containing
one or more Asset Pools comprised of Contracts and/or Mortgage Loans having the
aggregate principal balance as of the Cut-off Date specified in the related
Prospectus Supplement. Holders of Certificates of a Series will have interests
only in the related Asset Pool(s) and will have no interest in any Asset Pools
created with respect to any other Series of Certificates.
The Company will acquire the underlying Contracts and Mortgage Loans from
DFC or another Seller, which may have originated the Contracts and Mortgage
Loans or may have acquired them in the open market or in privately negotiated
transactions. A brief description of the Contracts and Mortgage Loans expected
to be included in the Trust Estates is set forth under " -- The Contracts" and
" -- The Mortgage Loans" below. Specific information respecting the Contracts
and Mortgage Loans included in a particular Trust Estate will be provided in the
related Prospectus Supplement and, to the extent such information is not fully
provided in the related Prospectus Supplement, in a Current Report on Form 8-K
to be filed with the Securities and Exchange Commission within fifteen days
after the initial issuance of such Certificates. A copy of the Pooling and
Servicing Agreement with respect to each Series of Certificates will be attached
to the related Current Report on Form 8-K and will be available for inspection
at the corporate trust office of the Trustee (the location of which will be
specified in the related Prospectus Supplement).
Whenever in this Prospectus terms such as "Asset Pool," "Trust Estate,"
"Agreement" or "Pass-Through Rate" are used, those terms apply, unless the
context otherwise indicates, to one specific Asset Pool, Trust Estate, Agreement
and the Pass-Through Rates applicable to the related Series of Certificates.
For each Series of Certificates, the Company will cause the Contracts and
Mortgage Loans included in the related Asset Pool to be assigned to the trustee
named in the related Prospectus Supplement (the "Trustee"). The Contracts and
Mortgage Loans will be serviced, and Certificates administered, by Oakwood
Acceptance Corporation (in such capacity, the "Servicer"), a wholly owned
subsidiary of Oakwood Homes Corporation and an affiliate of the Company, or
another Servicer. The Servicer may perform such activities directly or through
other servicing institutions ("Sub-servicers"). See "Sale and
20
<PAGE>
Servicing of the Contracts and Mortgage Loans -- Servicing" herein. With respect
to those Contracts and Mortgage Loans serviced by the Servicer through a
Sub-servicer, the Servicer will remain liable for its servicing obligations
under the Agreement as if the Servicer alone were servicing such Contracts and
Mortgage Loans. The Servicer may delegate certain computational, data
processing, collection and foreclosure (including repossession) duties under any
Agreement without appointing a Sub-servicer and without any notice to or consent
from the Company or the Trustee, provided that the Servicer remains fully
responsible for the performance of such duties.
TYPES OF ASSETS
The Assets included in the Trust for a Series may be subject to various
types of payment provisions. Such Assets may consist of (1) "Level Payment
Loans," which may provide for the payment of interest and full repayment of
principal in level Monthly Payments with a fixed rate of interest computed on
their declining principal balances; (2) "Adjustable Rate Assets," which may
provide for periodic adjustments to their rates of interest to equal the sum
(which may be rounded) of a fixed margin and an index; (3) "Buy-Down Loans,"
which are Assets for which funds have been provided by someone other than the
related Obligors to reduce the Obligors' Monthly Payments during the early
period after origination of such Assets; (4) "Level Payment Buy-Down Loans," as
described below; (5) "Increasing Payment Loans," as described below; (6)
"Interest Reduction Loans," which provide for the one-time reduction of the
interest rate payable thereon; (7) "GEM Loans," which provide for (a) Monthly
Payments during the first year after origination that are at least sufficient to
pay interest due thereon, and (b) an increase in such Monthly Payments in
subsequent years at a predetermined rate resulting in full repayment over a
shorter term than the initial amortization terms of such Assets; (8) "GPM
Loans," which allow for payments during a portion of their terms which are or
may be less than the amount of interest due on the Unpaid Principal Balances
thereof, and which unpaid interest will be added to the principal balances of
such Assets and will be paid, together with interest thereon, in later years;
(9) "Step-up Rate Loans," which provide for Asset Rates that increase over time;
(10) "Balloon Payment Loans," which include Assets on which only interest is
payable until maturity, as well as Assets that provide for the full amortization
of principal over a certain amortization period, but require all remaining
principal to be paid at the end of a shorter period; (11) "Convertible Loans,"
which are Adjustable Rate Assets subject to provisions pursuant to which,
subject to certain limitations, the related Obligors may exercise an option to
convert the adjustable Asset Rate to a fixed Asset Rate; and (12) "Bi-Weekly
Loans," which provide for Obligor payments to be made on a bi-weekly basis. The
Assets included in a Trust also may include Level Payment Buy-Down Loans and
Increasing Payment Loans, which are described below.
A Level Payment Buy-Down Loan is an Asset that provides for a reduction in
the Obligor's Monthly Payments thereunder for a period of up to the first four
years after origination of such Asset and as to which funds have been provided
by someone other than the Obligor to cover such reductions during those years.
Accordingly, payments due on Level Payment Buy-Down Loans will be the same as
payments due on Level Payment Loans without buy-down provisions, except that the
former will include amounts to be collected from the related Servicers pursuant
to either buy-down or subsidy agreements in addition to amounts to be collected
from the related Obligors.
An Increasing Payment Loan is an Asset that provides for Obligor Monthly
Payments that are fixed for an initial period of six, 12 or 24 months, and which
increase thereafter (at a predetermined rate expressed as a percentage of the
Obligor's Monthly Payment during the preceding payment period, subject to any
caps on the amount of any single Monthly Payment increase) for a period not to
exceed nine years from the date of origination, after which the Obligor's
Monthly Payment is fixed at a level-payment amount so as to fully amortize the
Asset over its remaining term to maturity. The scheduled Monthly Payment with
respect to an Increasing Payment Loan is the total amount required to be paid
each month in accordance with its terms and equals the sum of (1) the Obligor's
Monthly Payments referred to in the preceding sentence and (2) in the case of
certain Increasing Payment Loans, payments made by the respective Servicers
pursuant to buy-down or subsidy agreements. The Obligor's initial Monthly
Payments for each Increasing Payment Loan are set at the level-payment amount
that would apply to an otherwise identical Level Payment Loan having an Asset
Rate a certain number of percentage points below the Asset Rate of such
Increasing Payment Loan. The Obligor's Monthly Payments on each Increasing
Payment Loan, together with any payments made thereon by the related Servicers
pursuant to buy-down or subsidy agreements, will in all cases be sufficient to
allow payment of accrued interest on such Increasing Payment Loan at the related
Asset Rate, without negative amortization. An Obligor's Monthly Payments on such
an Asset may, however, not be sufficient to result in any reduction of the
principal balance of such Asset until after the period when such payments may be
increased.
"DUE-ON-SALE" CLAUSES
A Contract or the Mortgage Note or Mortgage used in originating a
conventional Mortgage Loan may contain a "due-on-sale" provision permitting the
holder of the Contract or Mortgage Loan to accelerate the maturity of the
Contract or Mortgage Loan upon the Obligor's conveyance of the underlying
Manufactured Home or Mortgaged Property. See " -- The Contracts -- Transfers of
Manufactured Homes; Enforceability of "Due-on-Sale' Clauses" and " -- The
Mortgage Loans --
21
<PAGE>
"Due-On-Sale' Clauses," in each case under the heading "Certain Legal Aspects of
Contracts and Mortgage Loans" herein. The Prospectus Supplement for a Series
will specify the approximate percentages of the underlying Contracts and
Mortgage Loans, respectively, that contain "due-on-sale" provisions. Enforcement
of a "due-on-sale" clause applicable to a Contract or Mortgage Loan will have
the same effect on Certificates backed by such Contract or Mortgage Loan as a
prepayment in full of such Contract or Mortgage Loan. The weighted average lives
of Certificates of a Series will be decreased to the extent that sales of
Manufactured Homes and Mortgaged Properties result in prepayments of the Assets
underlying such Certificates. See "Maturity and Prepayment Considerations" and
"Yield Considerations" herein for a discussion of the effect of Asset
prepayments on the weighted average lives of and yields to maturity on the
related Certificates.
To the extent the Assets underlying a Series do not contain "due-on-sale"
clauses, or to the extent the Servicer does not enforce "due-on-sale" clauses,
the weighted average lives of the Certificates of such Series may be expected to
be longer than would have been the case had such Assets been subject to
"due-on-sale" clauses and had the Servicer enforced such clauses, because the
assumption of a Contract or Mortgage Loan by the buyer of the underlying
Manufactured Home or Mortgaged Property would have the effect of avoiding a
prepayment of the assumed Contract or Mortgage Loan. While it is expected that
most Contracts will contain "due-on-sale" provisions, the Servicer will be
permitted to allow proposed assumptions of Contracts in accordance with the
guidelines described below. To the extent the Servicer has knowledge of any
conveyance or prospective conveyance by any Mortgagor of any property securing a
Mortgage Loan, the Servicer will be required to exercise the right to accelerate
the maturity of such Mortgage Loan under any applicable "due-on-sale" clause to
the extent, under the circumstances, and in the manner in which the Servicer
enforces such clauses with respect to other Mortgage Loans held in its own
portfolio. The Servicer will not be permitted to allow assumptions of Assets if
prohibited by law from doing so or if the exercise of such rights would affect
adversely or jeopardize any coverage under any applicable insurance policy, and
the Servicer will only be permitted to allow the assumption of an Asset if the
Servicer has reasonably determined that the assumption will not increase
materially the risk of nonpayment of amounts due under the Asset.
If the Servicer determines not to enforce such "due-on-sale" clause, the
Servicer will be required to enter into an assumption and/or modification
agreement with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Asset and
pursuant to which, to the extent permitted by applicable law and deemed
appropriate in the Servicer's reasonable judgment, the original obligor remains
liable thereon. FHA Contracts, FHA Mortgage Loans, VA Contracts and VA Mortgage
Loans are not permitted to contain "due-on-sale" clauses, and so are freely
assumable. The rate of prepayments of FHA Contracts, FHA Mortgage Loans, VA
Contracts and VA Mortgage Loans therefore may be lower than the rate of
prepayments of Conventional Mortgage Loans bearing interest at comparable rates.
Prepayments on manufactured housing installment sales contracts and
mortgage loans are commonly measured relative to a prepayment standard or model
(a "Prepayment Model"), which represents an assumed rate of prepayment of Assets
in an Asset Pool relative to the aggregate outstanding principal balance of such
Asset Pool from time to time. The Prospectus Supplement for a Series of
Certificates may contain a table setting forth percentages of the original
Certificate Principal Balances of certain Classes of Certificates of such Series
anticipated to be outstanding on certain dates specified in the table assuming
that prepayments of the underlying Assets occur in accordance with the
applicable Prepayment Model and at different rates determined by applying
different percentages to the rates of prepayment assumed under the Prepayment
Model. It is unlikely that the prepayment of the Assets of any Trust will
conform to any of the percentages of the rates assumed under the applicable
Prepayment Model set forth in any such table.
The FHA has compiled prepayment statistics relating to one- to four-family,
level payment mortgage loans insured by the FHA under the National Housing Act
of 1934, as amended, at various interest rates, all of which permit assumption
by a new buyer of the mortgaged property. Such statistics indicate that while
some of such mortgage loans remain outstanding until their scheduled maturities,
a substantial number are paid prior to their respective stated maturities. The
Actuarial Division of HUD has prepared tables which, assuming full mortgage loan
prepayments at the rates experienced by FHA on FHA mortgage loans, set forth the
percentages of the original number of FHA mortgage loans included in pools of
Level Payment Mortgage Loans with varying maturities that will remain
outstanding on each anniversary of the origination date of such mortgage loans
(assuming they all have the same origination date) (such tables being referred
to as the "FHA Prepayment Experience").
REPRESENTATIONS AND WARRANTIES
The Seller will make certain representations and warranties concerning the
Contracts and Mortgage Loans included in an Asset Pool, in order to ensure the
accuracy in all material respects of certain information furnished to the
Trustee in respect of each Contract and Mortgage Loan included in such Asset
Pool. Upon a breach of any representation that materially and adversely affects
the interests of the Certificateholders in a Contract or Mortgage Loan, the
Seller will be obligated to
22
<PAGE>
cure the breach in all material respects within 90 days after the Seller's
discovery of or receipt of written notice of such breach or, in the alternative,
either to repurchase the Contract or Mortgage Loan from the Trust, or to
substitute another Contract or Mortgage Loan as described below. In addition,
each Seller will be required to indemnify the Company and its assignees
(including the Trust) against losses and damages they incur as a result of
breaches of the Seller's representations and warranties. The Seller's
obligations to repurchase or substitute for an Asset affected by a breach of a
representation or warranty and to indemnify the Company and its assignees for
losses and damages caused by such a breach constitute the sole remedies
available to the Certificateholders or the Trustee for a breach of
representation by the Seller. See "Sale and Servicing of the Contracts and
Mortgage Loans -- Representations and Warranties" herein.
THE CONTRACTS
The Contracts supporting a Series of Certificates will consist of
manufactured housing installment sales contracts originated by DFC (which may
have been originated in the name of a manufactured housing dealer with funds
provided by DFC) or originated by other originators not affiliated with DFC, in
any case in the ordinary course of the originator's business. The Contracts may
be conventional manufactured housing contracts or contracts insured by the FHA
or partially guaranteed by the VA. Each Contract is secured by a Manufactured
Home. The Contracts will be fully amortizing and will bear interest at a fixed
or adjustable annual percentage rate ("Contract Rate") or at a Contract Rate
which steps up on a particular date (a "Step-up Rate").
The Seller will represent that the Manufactured Homes securing the
Contracts consist of manufactured homes within the meaning of 42 United States
Code, Section 5402(6), which defines a "manufactured home" as "a structure,
transportable in one or more sections, which in the traveling mode, is eight
body feet or more in width or forty body feet or more in length, or, when
erected on site, is three hundred twenty or more square feet, and which is built
on a permanent chassis and designed to be used as a dwelling with or without a
permanent foundation when connected to the required utilities, and includes the
plumbing, heating, air-conditioning, and electrical systems contained therein;
except that such term shall include any structure which meets all the
requirements of [this] paragraph except the size requirements and with respect
to which the manufacturer voluntarily files a certification required by the
Secretary of Housing and Urban Development and complies with the standards
established under [Chapter 70 under Title 42 of the United States Code]."
Each Contract will bear interest at a fixed or adjustable Contract Rate or
at a Step-up Rate, as specified in the related Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, the Monthly Payments
for Contracts bearing interest at an interest rate that increases over time
(sometimes referred to herein as "Step-up Rate Contracts") will increase on the
dates on which the Contract Rates are stepped up.
With respect to the Contracts expected to be contained in an Asset Pool,
the related Prospectus Supplement will specify, to the extent known, (1) the
range of dates of origination of the Contracts; (2) the range of Contract Rates
on the Contracts and the weighted average Contract Rate as of the Cut-off Date;
(3) the range of Contract Loan-to-Value Ratios; (4) the minimum and maximum
outstanding principal balances of the Contracts as of the Cut-off Date and the
weighted average outstanding principal balance of the Contracts as of the
Cut-off Date; (5) the range of original terms to maturity of the Contracts, the
range of remaining terms to maturity of the Contracts and the last maturity date
of any of the Contracts; (6) the geographic distribution of the underlying
Manufactured Homes; and (7) the range of original principal balances of the
Contracts.
THE MORTGAGE LOANS
The Mortgage Loans supporting a Series of Certificates will consist of
conventional mortgage loans, FHA-insured mortgage loans or VA-guaranteed
mortgage loans evidenced by promissory notes (the "Mortgage Notes") secured by
mortgages or deeds of trust or other similar security instruments ("Mortgages")
creating first liens on one-to four-family residential properties (the
"Mortgaged Properties"). To the extent specified in the related Prospectus
Supplement, the Mortgaged Properties may include investment properties, vacation
and second homes, or land upon which a residence is to be built. The Company
expects that the Mortgage Loans will have been originated by FHA-approved
mortgagees or FNMA/FHLMC-approved seller/servicers in the ordinary course of
their real estate lending activities.
Each Mortgage Loan will bear interest at a fixed or adjustable annual rate
of interest ("Mortgage Rate") or at a Mortgage Rate which steps up on a
particular date (a "Step-up Rate"), as specified in the Prospectus Supplement.
Each registered holder of a Certificate will be entitled to receive periodic
distributions of all or a portion of the payments of principal and/or interest
collected on the underlying Mortgage Loans.
With respect to the Mortgage Loans expected to be contained in an Asset
Pool, the related Prospectus Supplement will specify, to the extent known, (1)
the range of dates of origination of the Mortgage Loans; (2) the range of
Mortgage Rates, and in the case of Adjustable Rate Assets, the range of initial
adjustable mortgage rates, the Index, if any, used to determine
23
<PAGE>
the adjustable mortgage rate and the range of maximum permitted adjustable
mortgage rates, if any, and the range of then-current adjustable mortgage rates;
(3) the range of Mortgage Loan-to-Value Ratios; (4) the minimum and maximum
outstanding principal balances of the Mortgage Loans as of the Cut-off Date and
the average outstanding principal balance of the Mortgage Loans as of the
Cut-off Date; (5) the range of outstanding principal balances of the
Conventional Mortgage Loans, FHA Mortgage Loans and VA Mortgage Loans (in each
case to the extent such Mortgage Loans are included in such Asset Pool) included
in the Asset Pool; (6) the range of original maturities of the Mortgage Loans
and the last maturity date of any of the Mortgage Loans; (7) the geographic
distribution of the underlying Mortgaged Properties; and (8) the range of
original principal balances of the Mortgage Loans.
SUBSTITUTION OF CONTRACTS OR MORTGAGE LOANS
The Company or the Seller may, within three months after the Closing Date,
deliver to the Trustee other Assets in substitution for any one or more Assets
initially included in the Trust Estate for such Series. In addition, if there is
a breach of any representation or warranty made as to an Asset by the Company or
the Seller (or in certain cases where an incomplete or defective Contract File
or Trustee Mortgage Loan File is delivered by the Seller), which breach, defect
or incompleteness is not cured within 90 days after the breaching party's
receipt of notice of such breach, defect or incompleteness, the breaching party
generally must repurchase the affected Asset for its Repurchase Price, but may,
as an alternative to such a repurchase, substitute one or more new Assets for
the affected Asset (but only if the substitution is to take place no later than
two years after the related Closing Date). In general, any substitute Asset
must, on the date of such substitution (1) have an Unpaid Principal Balance not
greater than (and not more than $10,000 less than) the Unpaid Principal Balance
of the replaced Asset; (2) have an Asset Rate not less than (and not more than
one percentage point in excess of) the Asset Rate of the replaced Asset; (3)
have a Net Rate equal to the Net Rate of the replaced Asset; (4) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the replaced Asset; and (5) comply with each representation and
warranty relating to the replaced Asset and, if the Seller is effecting the
substitution, comply with each representation and warranty set forth in the
Sales Agreement pursuant to which the Seller conveyed the replaced Asset(s) to
the Company. If Contracts or Mortgage Loans are being substituted, the
substitute Contract or Mortgage Loan must have a Loan-to-Value Ratio as of the
first day of the month in which the substitution occurs equal to or less than
the Loan-to-Value Ratio of the replaced Contract or Mortgage Loan as of such
date (in each case, using the value of the underlying Manufactured Home or
Mortgaged Property at origination, and after taking into account the payments
due on the substituted Asset and the replaced Asset on such date). Further, no
Adjustable Rate Asset may be substituted for any Asset in a Trust Estate unless
the deleted Asset is also an Adjustable Rate Asset. A substituted Adjustable
Rate Asset must (1) have a minimum lifetime Mortgage Rate that is not less than
the minimum lifetime Mortgage Rate on the replaced Adjustable Rate Asset; (2)
have a maximum lifetime Mortgage Rate that is not less than the maximum lifetime
Mortgage Rate on the replaced Adjustable Rate Asset; (3) provide for a lowest
possible Net Rate that is not lower than the lowest possible Net Rate for the
replaced Adjustable Rate Asset and a highest possible Net Rate that is not lower
than the highest possible Net Rate for the replaced Adjustable Rate Asset; (4)
have a Gross Margin not less than the Gross Margin of the replaced Adjustable
Rate Asset; (5) have a Periodic Rate Cap equal to the Periodic Rate Cap on the
replaced Adjustable Rate Asset; (6) have a next Interest Adjustment Date that is
the same as the next Interest Adjustment Date for the replaced Adjustable Rate
Asset or occurs not more than two months prior to the next Interest Adjustment
Date for the replaced Adjustable Rate Asset; and (7) not have an interest rate
that is convertible from an adjustable rate to a fixed rate unless the Asset
Rate on the replaced Adjustable Rate Asset is so convertible. In the event that
more than one Asset is substituted for one or more replaced Assets, one or more
of the foregoing characteristics may be applied on a weighted average basis as
described in the Pooling and Servicing Agreement.
PRE-FUNDING
If so specified in the related Prospectus Supplement, a portion of the
issuance proceeds of the Certificates of a particular Series (such amount, the
"Pre-Funded Amount") will be deposited in an account (the "Pre-Funding Account")
to be established with the Trustee, which will be used to acquire additional
Contracts or Mortgage Loans from time to time during the time period specified
in the related Prospectus Supplement (the "Pre-Funding Period"). Prior to the
investment of the Pre-Funded Amount in additional Contracts or Mortgage Loans,
such Pre-Funded Amount may be invested in one or more Eligible Investments. Any
Eligible Investment must mature no later than the Business Day prior to the next
Distribution Date.
During any Pre-Funding Period, the Company will be obligated (subject only
to the availability thereof) to transfer to the related Trust additional
Contracts or Mortgage Loans from time to time during such Pre-Funding Period.
Such additional Contracts or Mortgage Loans will be required to satisfy certain
eligibility criteria more fully set forth in the related Prospectus Supplement,
which eligibility criteria will be consistent with the eligibility criteria of
the Contracts or Mortgage Loans included in the Trust as of the Closing Date,
subject to such exceptions as are expressly stated in such Prospectus
Supplement.
24
<PAGE>
Use of a Pre-Funding Account with respect to any issuance of Certificates
will be subject to the following general conditions: (a) the Pre-Funding Period
will not exceed three months from the related Closing Date, (b) the additional
Assets to be acquired during the Pre-Funding Period will be subject to the same
underwriting standards, representations and warranties as the Contracts or
Mortgage Loans included in the related Trust on the Closing Date (although
additional criteria may also be required to be satisfied, as described in the
related Prospectus Supplement), (c) the Pre-Funded Amount will not exceed 25% of
the principal amount of the Certificates issued pursuant to a particular
offering, (d) the Pre-Funded Amount will not exceed 25% of the Scheduled
Principal Balance of the Assets (inclusive of the related Pre-Funding Account)
as of the Cut-off Date, and (e) the Pre-Funded Amount shall be invested in
Eligible Investments.
To the extent that amounts on deposit in the Pre-Funding Account have not
been fully applied to the purchase of additional Contracts or Mortgage Loans by
the end of the Pre-Funding Period, the Certificateholders of the related Series
of Certificates then entitled to receive distributions of principal will receive
a prepayment of principal in an amount equal to the related Pre-Funded Amount
remaining in the Pre-Funding Account on the first Distribution Date following
the end of the Pre-Funding Period. Any such prepayment of principal would have
an adverse effect on the yield to maturity of Certificates purchased at a
premium, and would expose Certificateholders to the risk that alternative
investments of equivalent value may not be available at such later time.
A maximum of 5% of the Assets (including Assets acquired after Closing with
Pre-Funded Amounts) included in the Trust Estate will deviate from the
characteristics of the Assets described in the related Prospectus Supplement.
Further, information regarding additional Assets acquired by a Trust Estate
during the Pre-Funding Period comparable to the disclosure regarding the Assets
in the related Prospectus Supplement will be filed on a Current Report in Form
8-K (in addition to any other reporting requirements of the Trust under the
Exchange Act) within fifteen days following the end of the Pre-Funding Period.
DISTRIBUTION ACCOUNT
Payments on the Contracts and Mortgage Loans included in the Trust for a
Series will be remitted to the Certificate Account and then to the Distribution
Account for such Series. Such deposits may be made net of amounts required to
pay servicing fees and any amounts which are to be included in any Reserve Fund
as set forth in the related Prospectus Supplement. All or a portion of the
amounts in such Distribution Account, together with reinvestment income thereon
if payable to the Certificateholders, will be available, to the extent specified
in the related Prospectus Supplement, for the payment of previously unpaid
servicing and administrative fees and distributions of principal and interest on
each Class of the Certificates of such Series in the manner described in the
related Prospectus Supplement.
RESERVE FUNDS OR LIQUIDITY ACCOUNTS
If so stated in the Prospectus Supplement for a Series, the Company will
establish one or more Reserve Funds or Liquidity Accounts, which may be used by
the Trustee to make any required distributions of principal or interest on the
Certificates of the Series to the extent funds are not otherwise available. The
Company may fund a Reserve Fund by depositing cash, certificates of deposit
and/or letters of credit therein at the Closing Date, or a Reserve Fund may be
funded by the Trustee's deposit therein of Available Distribution amounts not
required to pay servicing or administrative fees or to make distributions on the
Certificates on each Distribution Date until amounts on deposit in the Reserve
Fund equal an initial required amount. The method of funding any Reserve Fund
will be described in the related Prospectus Supplement. Any Reserve Fund will be
maintained in trust but may or may not constitute a part of the Trust Estate for
the related Series. The Company may have certain rights on any Distribution Date
to cause the Trustee to make withdrawals from the Reserve Fund for a Series and
to pay such amounts in accordance with the instructions of the Company to the
extent that such funds are no longer required to be maintained for the
Certificateholders.
25
<PAGE>
INSURANCE
To the extent specified in the related Prospectus Supplement, the
Certificates of a Series or all or any part of the related Trust Estate may be
supported by insurance policies or alternate forms of credit enhancement
described below.
The insurers under Standard Hazard Insurance Policies are selected by the
related Obligors and are generally not required to meet any credit rating
criteria. Any other type of insurance supporting a Series of Certificates will
not in and of itself be subject to any specific credit rating requirements.
However, any such insurance obtained with respect to a Series will be considered
a part of the aggregate credit enhancement provided for such Series, and the
total credit enhancement obtained to support any Series must be in sufficient
quantity and of sufficient quality for the Classes of the Certificates of such
Series to merit the ratings assigned to such Classes by each applicable Rating
Agency, as described in the related Prospectus Supplement. The acceptability of
the insurers to the applicable Rating Agencies is the only criterion used in the
selection of any insurers other than insurers under Standard Hazard Insurance
Policies.
HAZARD INSURANCE
The following descriptions are general and do not purport to be complete.
Such descriptions are qualified in their entirety by reference to the
description of any material variances from such description contained in the
related Prospectus Supplement. In general, coverage under Standard Hazard
Insurance Policies and Special Hazard Insurance Policies varies among insurers.
STANDARD HAZARD INSURANCE POLICIES. Except as otherwise specified in the
related Prospectus Supplement, the terms of an Agreement will require the
Servicer to cause to be maintained with respect to each Contract and Mortgage
Loan one or more Standard Hazard Insurance Policies. With respect to Contracts,
each such policy will provide, at a minimum, the same coverage as that provided
by a standard fire and extended coverage insurance policy that is customary for
manufactured housing and issued by a company authorized to issue such policies
in the state in which the related Manufactured Home is located. The Standard
Hazard Insurance Policies maintained for Mortgage Loans will provide coverage at
least equal to the applicable state standard form of fire insurance policy with
extended coverage. In general, the standard form of fire and extended coverage
policy will cover physical damage to, or destruction of, the improvements on the
related Manufactured Home or Mortgaged Property caused by fire, lightning,
explosion, smoke, windstorm, hail, riot, strike and civil commotion, subject to
the conditions and exclusions specific to each policy. Because the Standard
Hazard Insurance Policies relating to the Contracts and Mortgage Loans will be
underwritten by different insurers and will cover Manufactured Homes and
Mortgaged Properties located in various states, such policies will not contain
identical terms and conditions. The basic terms, however, generally will be
determined by state law and generally will be similar. Most such policies
typically will not cover any physical damage resulting from war, revolution,
governmental actions, floods and other water-related causes, earth movement
(including earthquakes, landslides, and mudflows), nuclear reaction, wet or dry
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases,
vandalism. The foregoing list is merely indicative of certain kinds of uninsured
risks and is not intended to be all-inclusive. When a Manufactured Home or
Mortgaged Property is located (at the time of origination of the related
Contract or Mortgage Loan) in a flood area identified by HUD pursuant to the
National Flood Insurance Act of 1968, as amended, the Servicer will cause to be
maintained flood insurance providing coverage in the same amount as that
provided by the related Standard Hazard Insurance Policy with respect to such
Manufactured Home or Mortgaged Property, to the extent such coverage is
available.
Each Standard Hazard Insurance Policy must provide coverage in an amount at
least equal to the lesser of (1) the maximum insurable value of the Manufactured
Home or Mortgage Property or (2) the principal balance due from the Obligor on
the related Contract or Mortgage Loan; PROVIDED, HOWEVER, that the amount of
coverage provided by each Standard Hazard Insurance Policy must in any event be
sufficient to avoid the application of any co-insurance clause contained in the
policy.1
Each Standard Hazard Insurance Policy caused to be maintained by the
Servicer shall contain a standard loss payee clause in favor of the Servicer and
its successors and assigns. If any Obligor is in default in the payment of
premiums on its
1Each Standard Hazard Insurance Policy may contain a "coinsurance" clause which,
in effect, will require the insured at all times to carry insurance of a
specified percentage (generally 80% to 90%) of the full replacement value of the
dwellings, structures and other improvements on the related Manufactured Home or
Mortgaged Property in order to recover the full amount of any partial loss. If
the insured's coverage falls below this specified percentage, such clause will
provide that the insurer's liability in the event of partial loss will not
exceed the lesser of (1) the actual cash value (the replacement cost less
physical depreciation) of the dwellings, structures and other improvements
damaged or destroyed or (2) such proportion of the loss, without deduction for
depreciation, as the amount of insurance carried bears to the specified
percentage of the full replacement cost of such dwellings, structures and other
improvements.
26
<PAGE>
Standard Hazard Insurance Policy or Policies, the Servicer shall pay such
premiums out of its own funds, and may add such premium to the Obligor's
obligation as provided by the Contract or Mortgage Loan, but may not add such
premium to the remaining principal balance of the Contract or Mortgage Loan. All
amounts collected by the Servicer under any Standard Hazard Insurance Policy
maintained with respect to a Mortgage Loan (less amounts to be applied to the
restoration or repair of the Mortgaged Property and other amounts necessary to
reimburse the Servicer for previously incurred advances or approved expenses,
which may be retained by the Servicer) will be deposited to the applicable
Certificate Account.
To the extent a Standard Hazard Insurance Policy is not maintained with
respect to a Manufactured Home or Mortgaged Property, the related Contract or
Mortgage Loan will be covered by one or more blanket insurance policies
maintained by the Servicer to insure against losses on the Contracts and
Mortgage Loans resulting from the absence or insufficiency of individual
Standard Hazard Insurance Policies. The Servicer shall pay the premium for such
blanket policy and shall pay any deductible amount with respect to claims under
such blanket policy.
If the Servicer repossesses a Manufactured Home or forecloses on a
Mortgaged Property on behalf of the Trustee, the Servicer shall either (1)
maintain at its expense hazard insurance with respect to such Manufactured Home
or Mortgaged Property, or (2) indemnify the Trustee against any damage to such
Manufactured Home or Mortgaged Property prior to resale, foreclosure sale, or
other disposition thereof.
Any losses incurred with respect to Contracts or Mortgage Loans due to
uninsured risks (including earthquakes, mudflows and floods) or insufficient
hazard insurance proceeds may, to the extent such losses are not covered by the
Special Hazard Insurance Policy for a Series, affect payments to holders of
Certificates of such Series.
SPECIAL HAZARD INSURANCE POLICY. To the extent provided in the related
Prospectus Supplement, a special hazard insurance policy ("Special Hazard
Insurance Policy") will be obtained from the insurer or insurers (the "Special
Hazard Insurer") specified in the related Prospectus Supplement. Subject to the
limitations described below, a Special Hazard Insurance Policy will insure
against (1) loss by reason of damage to Manufactured Homes or Mortgaged
Properties underlying defaulted Contracts or Mortgage Loans caused by certain
hazards (including vandalism and earthquakes and, except where the related
Obligor is required to obtain flood insurance, floods and mudflows) not covered
by the Standard Hazard Insurance Policies covering such Contracts or Mortgage
Loans and (2) loss from partial damage to the Manufactured Homes or Mortgaged
Properties securing such defaulted Contracts or Mortgage Loans caused by reason
of the application of the coinsurance clause contained in the applicable
Standard Hazard Insurance Policies. The Special Hazard Insurance Policy for a
Series, however, will not cover losses occasioned by war, certain governmental
actions, nuclear reaction and certain other perils. The amount of coverage, if
any, under the Special Hazard Insurance Policy with respect to a Series will be
specified in the related Prospectus Supplement.
Subject to the foregoing limitations, the Special Hazard Insurance Policy
with respect to a Series will provide that, when there has been damage to the
Manufactured Home or Mortgaged Property securing a defaulted Contract or
Mortgage Loan and such damage is not covered by the Standard Hazard Insurance
Policy maintained by the related Obligor or the Servicer, the Special Hazard
Insurer will pay the lesser of (a) the cost of repair of such property or (b)
upon transfer of such property to the Special Hazard Insurer, the unpaid
principal amount of such Contract or Mortgage Loan at the time of the
acquisition of such property, plus accrued interest to the date of claim
settlement (excluding late charges and penalty interest) and certain expenses
incurred in respect of such property. No claim may be validly presented under a
Special Hazard Insurance Policy unless (1) the Standard Hazard Insurance Policy
covering the Manufactured Home or Mortgaged Property securing the Contract or
Mortgage Loan has been kept in force and other reimbursable protection,
preservation and foreclosure expenses have been paid (all of which must be
approved in advance as necessary by the Special Hazard Insurer) and (2) the
insured has acquired title to the Manufactured Home or Mortgaged Property as a
result of default by the related Obligor. If the sum of the unpaid principal
amount plus accrued interest on a Contract or Mortgage Loan, plus certain
related expenses, is paid by the Special Hazard Insurer, the amount of further
coverage under the Special Hazard Insurance Policy will be reduced by the amount
of such payment less any net proceeds from the sale of the Manufactured Home or
Mortgaged Property. Any amount paid as the cost of repair of the Manufactured
Home or Mortgaged Property will reduce coverage by such amount.
The Agreement with respect to a Series will require the Servicer to
maintain any Special Hazard Insurance Policy for such Series in full force and
effect, subject to certain conditions. See "Sale and Servicing of the Mortgage
Loans -- Maintenance of Insurance Policies and Other Servicing Procedures"
herein. The Servicer also must present claims, on behalf of the
Certificateholders and the Trustee, for all losses not otherwise covered by the
applicable Standard Hazard Insurance Policies and take all reasonable steps
necessary to permit recoveries on such claims. See "Sale and Servicing of the
Mortgage Loans -- Maintenance of Insurance Policies and Other Servicing
Procedures -- Presentation of Claims" herein.
To the extent provided in the related Prospectus Supplement, in lieu
(partially or wholly) of maintaining a Special Hazard Insurance Policy with
respect to a Series, a deposit of cash, a certificate of deposit, a letter of
credit or any other
27
<PAGE>
instrument acceptable to each Rating Agency rating the Series as described in
the related Prospectus Supplement may be provided in an amount and for a term
acceptable to each such Rating Agency. Such a deposit will be credited to a
Special Hazard or similar fund and the Trustee or Servicer will be permitted to
draw on the fund to recover losses that would otherwise be covered by a Special
Hazard Insurance Policy ("Special Hazard Losses"). Special Hazard Losses may
also be allocated to the Certificates of a Series on the terms and subject to
the conditions and limitations set forth in the related Prospectus Supplement.
The Company may also elect to insure against Special Hazard Losses by the
delivery of Additional Assets to the Trust rather than through a Special Hazard
Insurance Policy or special hazard fund.
A Special Hazard Insurance Policy, if any, securing a Series may insure
against losses on Contracts or Mortgage Loans assigned to Trusts for other
Series of Certificates or that secure other pass-through securities or
collateralized mortgage or manufactured housing contract obligations issued by
the Company or one of its affiliates; PROVIDED, HOWEVER, that the extension of
coverage (and corresponding assignment of the Special Hazard Insurance Policy)
to secure any other Series or such other securities or obligations will not be
permitted if it would result in the downgrading of the credit rating of any
outstanding Certificates of any Series offered hereby assigned by any Rating
Agency identified in the related Prospectus Supplement.
CREDIT INSURANCE
Any credit insurance relating to the Contracts or Mortgage Loans underlying
a Series of Certificates will be described in the Prospectus Supplement.
Mortgage Loans underlying a Series of Certificates will, to the extent
described in the related Prospectus Supplement, be covered by primary mortgage
insurance policies ("Primary Mortgage Insurance Policies"). Contracts and
Mortgage Loans underlying a Series may, to the extent described in the related
Prospectus Supplement, be supported by FHA insurance, VA guarantees or one or
more pool insurance policies (each a "Pool Insurance Policy") or any combination
thereof (collectively, and together with any related Primary Mortgage Insurance
Policies, FHA insurance or VA guarantees, the "Credit Insurance" for such
Series).
No Mortgage Loan will be covered by a Primary Mortgage Insurance Policy. To
the extent so specified in the related Prospectus Supplement, the Servicer will
maintain a Primary Mortgage Insurance Policy on any Conventional Mortgage Loan
with an initial Mortgage Loan-to-Value Ratio of greater than 80%. Any Primary
Mortgage Insurance Policy that is so maintained will provide coverage on at
least the principal amount of the covered Mortgage Loan in excess of 75% of the
original appraised value of the related Mortgaged Property, which coverage will
remain in force until the principal balance of such Mortgage Loan is reduced to
80% of such original appraised value. A Primary Mortgage Insurance Policy also
may be canceled, with the consent of the Servicer and any applicable Pool
Insurer, after the policy has been in effect for more than two years if the
Mortgage Loan-to-Value Ratio of such Mortgage Loan has declined to 80% or less
based upon the current fair market value of the related Mortgaged Property.
Certain other Mortgage Loans may also be covered by Primary Mortgage
Insurance Policies. Certain Primary Mortgage Insurance Policies may, to the
extent required by the related Prospectus Supplement, and subject to their
provisions and to certain conditions and exclusions described below, provide
full coverage against any loss sustained by reason of nonpayments by the related
Mortgagor (a "Full Coverage Insurance Policy").
The Pool Insurance Policy or Policies for a Series, if any, will be
designed to provide coverage for all Conventional Mortgage Loans which are not
covered by Full Coverage Insurance Policies. However, neither the Primary
Mortgage Insurance Policies nor the Pool Insurance Policies will insure against
certain losses sustained in the event of a personal bankruptcy of the Mortgagor
under a Mortgage Loan. See "Certain Legal Aspects of Contracts and Mortgage
Loans -- The Mortgage Loans -- Anti-Deficiency Legislation and Other Limitations
on Lenders" herein. Such losses may be covered to the extent provided by the
Obligor Bankruptcy Insurance, if any, described below for such Series.
The Credit Insurance policies will not provide coverage against hazard
losses. Certain hazard risks will be covered by Standard Hazard Insurance
Policies or Special Hazard Insurance Policies, but other hazard risks will not
be insured and thus may affect payments to holders of related Certificates. See
" -- Hazard Insurance" above.
To the extent that Primary Mortgage Insurance Policies, FHA insurance or VA
guarantees do not cover all losses on a defaulted or foreclosed Contract or
Mortgage Loan, and to the extent such losses are not covered by the Pool
Insurance Policy for the related Series of Certificates, if any, such losses
would affect payments to holders of related Certificates.
The following descriptions of Credit Insurance policies and the coverage
thereunder are provided for general informational purposes only, and do not
purport to be complete. There can be no assurance that the actual policies and
coverage with respect to a specific Series will comply with these descriptions.
28
<PAGE>
PRIMARY MORTGAGE INSURANCE. Any Primary Mortgage Insurance Policy covering
Mortgage Loans will be issued by the related Mortgage Insurer pursuant to the
Mortgage Insurer's applicable master policy. The Company and the Trustee as
assignee of the Mortgage Loans will be the insureds or assignees of record (the
"Insured"), as their interests may appear, under each such Primary Mortgage
Insurance Policy. The Agreement with respect to such Series will require the
Servicer to cause a Primary Mortgage Insurance Policy to be maintained in full
force and effect with respect to each Mortgage Loan covered by the Agreement (to
the extent such insurance is required by such Agreement) and to act on behalf of
the Insured with respect to all actions required to be taken by the Insured
under each such Primary Mortgage Insurance Policy.
The amount of a claim for benefits (the "Loss") under a Primary Mortgage
Insurance Policy covering a Mortgage Loan will generally consist of the insured
portion of the unpaid principal balance of the covered Mortgage Loan (as
described herein) and accrued and unpaid interest thereon and reimbursement of
certain expenses, less (1) all rents or other payments collected or received by
the Insured (other than the proceeds of hazard insurance) that are derived from
or in any way related to the related Mortgaged Property; (2) hazard insurance
proceeds in excess of the amount required to restore the related Mortgaged
Property and which have not been applied to the payment of the Mortgage Loan;
(3) amounts expended but not approved by the Mortgage Insurer; (4) claim
payments previously made by the Mortgage Insurer; and (5) unpaid premiums.
As conditions precedent to the filing of or payment of a claim under a
Primary Mortgage Insurance Policy covering a Mortgage Loan, the Insured will
generally be required to (1) pay (a) all hazard insurance premiums and (b) as
necessary and approved in advance by the Mortgage Insurer, (i) real estate
property taxes, (ii) all expenses required to maintain the related Mortgaged
Property in at least as good a condition as existed at the effective date of
such Primary Mortgage Insurance Policy, ordinary wear and tear excepted, (iii)
property sales expenses, (iv) any outstanding liens (as defined in such Primary
Mortgage Insurance Policy) on the Mortgaged Property and (v) foreclosure costs,
including court costs and reasonable attorneys' fees; (2) in the event of any
physical loss or damage to the related Mortgaged Property, restore and repair
the Mortgaged Property to at least as good a condition as existed at the
effective date of such Primary Mortgage Insurance Policy, ordinary wear and tear
excepted; and (3) tender to the Mortgage Insurer good and merchantable title to
and possession of the related Mortgaged Property. A Primary Mortgage Insurance
Policy may not reimburse the Insured for attorneys' fees in respect of a
foreclosed Mortgage Loan in excess of 3% of the unpaid principal balance plus
accrued and unpaid interest on such Mortgage Loan. As a result, legal expenses
in excess of such reimbursement limitation may be charged as a loss on the
related Certificates.
Other provisions and conditions of each Primary Mortgage Insurance Policy
covering a Mortgage Loan generally will provide that: (1) no change may be made
in the terms of such Mortgage Loan without the consent of the Mortgage Insurer;
(2) written notice must be given to the Mortgage Insurer within 10 days after
the Insured becomes aware that a Mortgagor is delinquent in the payment of a sum
equal to the aggregate of two Monthly Payments due under such Mortgage Loan or
that any proceedings affecting the mortgagor's interest in the Mortgaged
Property securing such Mortgage Loan have been commenced, and thereafter the
Insured must report monthly to the Mortgage Insurer the status of any such
Mortgage Loan until such Mortgage Loan is brought current, such proceedings are
terminated or a claim is filed; (3) the Mortgage Insurer will have the right to
purchase such Mortgage Loan, at any time after the 10 days' notice described in
clause (2) above and prior to the commencement of foreclosure proceedings, at a
price equal to the unpaid principal amount of the Mortgage Loan plus (a) accrued
and unpaid interest thereon and (b) reimbursable amounts expended by the Insured
for the real estate taxes and fire and extended coverage insurance on the
related Mortgaged Property for a period not exceeding 12 months, less the sum of
any claim previously paid under the policy with respect to such Mortgage Loan
and any due and unpaid premium with respect to such policy; (4) the Insured must
commence proceedings at certain times specified in the policy and diligently
proceed to obtain good and merchantable title to and possession of the related
Mortgaged Property; (5) the Insured must (a) notify the Mortgage Insurer of any
proceedings described in clause (4) above and provide the Mortgage Insurer with
copies of documents relating thereto, (b) notify the Mortgage Insurer of the
price amounts specified in clause (3) above at least 15 days prior to the sale
of the related Mortgaged Property by foreclosure, and (c) bid such amount unless
the Mortgage Insurer specifies a lower or higher amount; (6) the Insured may
accept a conveyance of the related Mortgaged Property in lieu of foreclosure
with written approval of the Mortgage Insurer provided the ability of the
Insured to assign specified rights to the Mortgage Insurer are not thereby
impaired or the specified rights of the Mortgage Insurer are not thereby
adversely affected by such conveyance; (7) the Insured agrees that the Mortgage
Insurer has issued the policy in reliance upon the correctness and completeness
of the statements contained in the application for the policy and in the
appraisal, plans and specifications and other exhibits and documentation
submitted therewith or at any time thereafter; (8) under certain policies, the
Mortgage Insurer will not pay claims involving or arising out of
misrepresentation or dishonest, fraudulent, criminal or knowingly wrongful acts
(including errors or omissions) by certain persons, or claims involving or
arising out of the negligence of certain persons if such negligence is material
either to the acceptance of the risk or to the hazard assumed by the Mortgage
Insurer; and (9) the Insured must comply with other notice provisions in the
policy.
29
<PAGE>
The Mortgage Insurer will generally be required to pay to the Insured
either: (1) the insured percentage of the Loss; or (2) at its option under
certain of the Primary Mortgage Insurance Policies, the sum of the delinquent
monthly payments plus any advances made by the Insured, each to the date of the
claim payment, and thereafter, monthly payments in the amount that would have
become due under the Mortgage Loan if it had not been discharged plus any
advances made by the Insured until the earlier of (A) the date the Mortgage Loan
would have been discharged in full if the default had not occurred, or (B) an
Approved Sale (as defined below under " -- Pool Insurance"). Any rents or other
payments collected or received by the Insured which are derived from or are in
any way related to the related Mortgaged Property will be deducted from any
claim payment.
FHA INSURANCE AND VA GUARANTEES ON CONTRACTS. Certain of the Contracts may
be FHA-insured or VA-guaranteed. The nature of any such FHA insurance or VA
guarantees is described generally below.
The regulations governing FHA manufactured home contract insurance provide
that insurance benefits are payable upon the repossession and resale of the
collateral and assignment of the contract to HUD. With respect to a defaulted
FHA contract, the servicer must follow applicable regulations before initiating
repossession procedures as a prerequisite to payment. These regulations include
requirements that the lender arrange a face-to-face meeting with the borrower,
initiate a modification or repayment plan, if feasible, and give the borrower 30
days' notice of default prior to any repossession. The insurance claim is paid
in cash by HUD. For manufactured housing contracts, the amount of insurance
benefits generally paid by the FHA currently is equal to 90% of the sum of (1)
the unpaid principal amount of the contract at the date of default and
uncollected interest earned to the date of default computed at the applicable
contract interest rate, after deducting the best price obtainable for the
collateral (based in part on a HUD-approved appraisal) and all amounts retained
or collected by the lender from other sources with respect to the contract; (2)
accrued and unpaid interest on the unpaid amount of the contract from the date
of default to the date of submission of the claim plus 15 calendar days (but in
no event more than nine months) computed at a rate of 7.00% per annum; (3) costs
paid to a dealer or other third party to repossess or preserve the related
manufactured home; (4) the amount of any sales commission paid to a dealer or
other third party for the resale of the property; (5) with respect to any Land
Secured Contract, property taxes, special assessments and other similar charges
and hazard insurance premiums, prorated to the date of disposition of the
property; (6) uncollected court costs; (7) legal fees, not to exceed $1,000; and
(8) expenses for recording the assignment of the lien on the collateral to the
United States, in each case subject to applicable caps as set by regulations
governing the FHA from time to time.
The insurance available to a lender under FHA Title I insurance is subject
to the limit of a reserve amount equal to 10% of the original principal balance
of all Title I insured loans originated by the lender, which amount is reduced
by all claims paid to the lender and by an annual reduction in the reserve
amount of 10% of the reserve amount, and which is increased by an amount equal
to 10% of the original principal balance of insured loans subsequently
originated by the lender. The obligation to pay insurance premiums to the FHA is
the obligation of Oakwood, as the servicer of the FHA-insured Contracts.
The maximum guarantee that may be issued by the VA for a VA-guaranteed
contract is the lesser of (a) the lesser of $20,000 and 40% of the principal
amount of the contract and (b) the maximum amount of guaranty entitlement
available to the obligor veteran (which may range from $20,000 to zero). The
amount payable under any VA guarantee will be a percentage of the VA contract
originally guaranteed applied to indebtedness outstanding as of the applicable
date of computation specified in the VA regulations, interest accrued on the
unpaid balance of the loan to the appropriate date of computation and limited
expenses of the contract holder, but in each case only to the extent that such
amounts have not been recovered through resale of the manufactured home. The
amount payable under the guarantee may in no event exceed the original
guaranteed amount.
POOL INSURANCE. The Company may obtain a Pool Insurance Policy to cover any
loss (subject to the limitations described below) incurred by reason of default
by the Obligors on the Contracts and/or Mortgage Loans (in the case of Mortgage
Loans, to the extent such loss is not covered by any Primary Mortgage Insurance
Policy). The amount of the Pool Insurance Policy (or Policies) for a Series, if
any, will be specified in the related Prospectus Supplement. A Pool Insurance
Policy for a Series, however, will not be a blanket policy against loss, because
claims thereunder may only be made for particular defaulted Contracts or
Mortgage Loans and only upon satisfaction of certain conditions precedent
described below.
The Servicer will be required to maintain any Pool Insurance Policies for
each Series and to present or cause the Sub-servicers, if any, to present claims
to the Pool Insurer on behalf of the Trustee and the Certificateholders. As set
forth in the related Prospectus Supplement, any Pool Insurance Policy for a
Series will provide that as a condition precedent to the payment of any claim
the insured will be required (1) to advance hazard premiums on the Manufactured
Home or Mortgaged Property securing the defaulted Contract or Mortgage Loan; (2)
to advance, as necessary and approved in advance by the related insurer, (a)
real estate or personal property taxes, (b) all expenses required to preserve
and repair the Manufactured
30
<PAGE>
Home or Mortgaged Property, to protect the Manufactured Home or Mortgaged
Property from waste, so that the Manufactured Home or Mortgaged Property is in
at least as good a condition as it was in on the date upon which coverage under
the Pool Insurance Policy with respect to such Manufactured Home or Mortgaged
Property first became effective, ordinary wear and tear excepted, (c) property
sales expenses, (d) any outstanding liens on the Manufactured Home or Mortgaged
Property, and (e) foreclosure costs, including court costs and reasonable
attorneys' fees; and (3) if there has been physical loss or damage to the
Manufactured Home or Mortgaged Property, to restore the Manufactured Home or
Mortgaged Property to its condition (ordinary wear and tear excepted) as of the
issue date of the Pool Insurance Policy. Except as otherwise described in the
related Prospectus Supplement, it also will be a condition precedent to the
payment of any claim relating to a Mortgage Loan under a Pool Insurance Policy
that the Insured maintain a Primary Mortgage Insurance Policy that is acceptable
to the Pool Insurer on all Mortgage Loans covered by the Pool Insurance Policy
that have Mortgage Loan-to-Value Ratios at the time of origination in excess of
80%. Assuming satisfaction of these conditions, the Pool Insurer will pay to the
Insured the amount of the "loss" which will generally be (1) the amount of the
unpaid principal balance of the Contract or Mortgage Loan immediately prior to
an Approved Sale of the related Manufactured Home or Mortgaged Property, plus
(2) the amount of the accumulated unpaid interest on such Contract or Mortgage
Loan to the date of claim settlement at the contractual rate of interest, plus
(3) advances made by the Insured as described above, less certain payments
(including the proceeds of any prior Approved Sale and any Primary Mortgage
Insurance Policies). An "Approved Sale" is (1) a sale of the related
Manufactured Home or Mortgaged Property acquired by the Insured because of a
default by the Obligor if the Pool Insurer has given prior approval to such
sale; (2) a foreclosure or trustee's sale of the related Manufactured Home or
Mortgaged Property at a price exceeding the minimum amount specified by the Pool
Insurer; (3) the acquisition of the Mortgaged Property under the Primary
Mortgage Insurance Policy by the Mortgage Insurer; or (4) the acquisition of the
related Manufactured Home or Mortgaged Property by the Pool Insurer. As a
condition precedent to the payment of any "loss" on any covered Contract or
Mortgage Loan, the Insured must provide the Pool Insurer with good and
merchantable title to the related Manufactured Home or Mortgaged Property if the
Pool Insurer elects to take title to such Manufactured Home or Mortgaged
Property. If any property securing a defaulted Contract or Mortgage Loan covered
by a Pool Insurance Policy is damaged and the proceeds, if any, from the related
Standard Hazard Insurance Policy or the applicable Special Hazard Insurance
Policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under the Pool Insurance Policy, the Servicer will
not be required to expend its own funds to restore the damaged Manufactured Home
or Mortgaged Property unless it determines (A) that such restoration will
increase the proceeds on liquidation of the Contract or Mortgage Loan after
reimbursement of the Servicer for its expenses and (B) that such expenses will
be recoverable by it through Liquidation Proceeds or Insurance Proceeds.
The Pool Insurance Policies will generally not insure (and many Primary
Mortgage Insurance Policies may not insure) against losses sustained by reason
of defaults arising from, among other things, (1) fraud or negligence in the
origination or servicing of a Contract or Mortgage Loan, including
misrepresentation by the Obligor or the originator; (2) failure to construct
Manufactured Homes or Mortgaged Properties in accordance with plans and
specifications; and (3) a claim in respect of a defaulted Mortgage Loan
occurring when the Servicer, at the time of default or thereafter, was not
approved by the Mortgage Insurer.
The original amount of coverage under any Pool Insurance Policy securing a
Series will be reduced over the life of the Certificates of such Series by the
aggregate dollar amount of claims paid under such policy, less the aggregate of
net amounts realized by the Pool Insurer upon disposition of all repossessed or
foreclosed Manufactured Home or Mortgaged Properties covered thereby. The amount
of claims paid includes certain expenses incurred by the Servicer as well as
accrued interest on delinquent Contracts or Mortgage Loans to the date of
payment of the claim. The net amounts realized by a Pool Insurer in respect of a
Contract or Mortgage Loan will depend primarily on the market value of the
Manufactured Home or Mortgaged Property securing the defaulted Contract or
Mortgage Loan. The market value of a Manufactured Home or Mortgaged Property
will be determined by a variety of economic, geographic, social, environmental
and other factors and may be affected by matters that were unknown and could not
reasonably be anticipated at the time the original loan was made.
If aggregate net claims paid under a Pool Insurance Policy securing a
Series reach the original policy limit, coverage under the Pool Insurance Policy
will lapse and any further losses will be borne by the related Trust, and thus
may affect adversely payments to the Certificateholders of such Series. In
addition, unless the Servicer can determine that a P&I Advance in respect of a
delinquent Contract or Mortgage Loan would be recoverable from the proceeds of
the liquidation of such Contract or Mortgage Loan or any other source, the
Servicer will not be obligated to make a P&I Advance with respect to such
delinquency. See "Sale and Servicing of Contracts and Mortgage
Loans -- Advances" herein. The original amount of coverage under any Pool
Insurance Policy assigned to the Trust for a Series may also be reduced or
canceled to the extent each Rating Agency rating the Series confirms that such
reduction will not result in the lowering of the rating of the Certificates of
such Series.
31
<PAGE>
A Pool Insurance Policy for a Series may insure against losses on the
Contracts or Mortgage Loans assigned to Trusts for other Series of Certificates
or that secure other pass-through securities or collateralized mortgage or
manufactured housing contract obligations issued by the Company or one of its
affiliates; PROVIDED, HOWEVER, that the extension of coverage (and corresponding
assignment of the Pool Insurance Policy) to secure any other Series or such
other securities or obligations will not be permitted if it would result in the
downgrading of the credit rating of any outstanding Certificates of any Series
offered hereby assigned by any Rating Agency identified in the related
Prospectus Supplement.
OBLIGOR BANKRUPTCY INSURANCE
In the event of a personal bankruptcy of an Obligor, the bankruptcy court
may establish the value of the related Manufactured Home or Mortgaged Property
at an amount less than the then Unpaid Principal Balance of the Contract or
Mortgage Loan secured by such Manufactured Home or Mortgaged Property. The
amount of the secured debt could be reduced to the value of the collateral
property, and the holder of the Contract or Mortgage Loan thus would become an
unsecured creditor to the extent the outstanding principal balance of such
Contract or Mortgage Loan exceeds the value assigned to the underlying
Manufactured Home or Mortgaged Property by the bankruptcy court. In addition,
certain other modifications of the terms of a Contract or Mortgage Loan can
result from a bankruptcy proceeding. See " -- The Contracts -- Enforcement of
Security Interests in Manufactured Homes" and " -- The Mortgage
Loans -- Anti-Deficiency Legislation and Other Limitations on Lenders," each
under the heading "Certain Legal Aspects of Contracts and Mortgage Loans"
herein. Losses resulting from a bankruptcy proceeding affecting Contracts or
Mortgage Loans will, to the extent specified in the related Prospectus
Supplement, be covered by obligor bankruptcy insurance for the related Series
(the "Obligor Bankruptcy Insurance"). The amount and term of any Obligor
Bankruptcy Insurance for a Series must be acceptable to each Rating Agency
rating the Series. Subject to the terms of any Obligor Bankruptcy Insurance, the
insurer may have the right to purchase any Contract or Mortgage Loan with
respect to which a payment has been made or may be made, for an amount equal to
the Unpaid Principal Balance of such Contract or Mortgage Loan plus accrued and
unpaid interest thereon. To the extent Obligor Bankruptcy Insurance is required
by a Prospectus Supplement, the Company may, partially or entirely in lieu of
Obligor Bankruptcy Insurance, deposit or cause to be deposited cash, a
certificate of deposit, a letter of credit or any other instrument acceptable to
each Rating Agency rating the related Series as described in the related
Prospectus Supplement. Such a deposit will be credited to a Obligor Bankruptcy
or similar fund and the Trustee or Servicer will be able to draw on the fund to
recover losses that otherwise would be insured against by Obligor Bankruptcy
Insurance. The amount of any Obligor Bankruptcy Insurance for a Series or any
deposit in lieu thereof may be reduced as long as any such reduction will not
result in a reduction of the then applicable rating of the Series by any Rating
Agency rating the Series as described in the related Prospectus Supplement. Any
Obligor Bankruptcy Insurance or any obligor bankruptcy fund maintained with
respect to a Series may insure against losses on Contracts or Mortgage Loans
assigned to Trusts for other Series of Certificates or that secure other
pass-through securities or collateralized mortgage or manufactured contract
obligations issued by the Company or one of its affiliates; PROVIDED, HOWEVER,
that the extension of coverage (and corresponding assignment of an Obligor
Bankruptcy Insurance policy or obligor bankruptcy fund) to secure any other
Series or such other securities or obligations will not be permitted if it would
result in the downgrading of the credit rating of any outstanding Certificates
of any Series offered hereby assigned by a Rating Agency identified in the
related Prospectus Supplement. The Company may elect to deposit Additional
Assets to the Trust in lieu of obtaining any required Obligor Bankruptcy
Insurance or establishing a obligor bankruptcy fund.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to any description of Obligator Bankruptcy
Insurance contained in the related Prospectus Supplement.
DELIVERY OF ADDITIONAL ASSETS
To the extent provided in the related Prospectus Supplement, in lieu of or
in addition to providing Pool Insurance, Special Hazard Insurance, Obligor
Bankruptcy Insurance or other insurance, the Company may assign to the Trust for
a Series of Certificates non-recourse guaranties of the timely payment of
principal and interest on Contracts and Mortgage Loans included in the Trust
secured by other assets satisfactory to each Rating Agency rating the Series.
The Company may also assign or undertake to deliver such other assets to any
Trust by such other means as may be specified in the related Prospectus
Supplement. Such other assets may consist of additional Contracts or Mortgage
Loans, letters of credit or other Eligible Investments ("Additional Assets").
INVESTMENT OF FUNDS
Funds deposited in or remitted to the Certificate Account, the Distribution
Account, any Reserve Fund and any other funds and accounts for a Series are to
be invested by the Trustee, as directed by the Servicer, in certain eligible
investments ("Eligible Investments"), which include (1) obligations of the
United States or any agency thereof provided such obligations are backed by the
full faith and credit of the United States; (2) within certain limitations,
securities bearing interest or sold at
32
<PAGE>
a discount issued by any corporation, which securities are rated in the rating
category required to support the then applicable ratings assigned to that
Series; (3) commercial paper which is then rated in the commercial paper rating
category required to support the then applicable ratings assigned to that
Series; (4) demand and time deposits, certificates of deposit, bankers'
acceptances and federal funds sold by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof, provided that either the senior debt obligations or commercial paper of
such depository institution or trust company (or provided that either the senior
debt obligations or commercial paper of the parent company of such depository
institution or trust company) are then rated in the security rating category
required to support the then applicable ratings assigned to that Series; (5)
demand and time deposits and certificates of deposit issued by any bank or trust
company or savings and loan association and fully insured by the Federal Deposit
Insurance Corporation (the "FDIC"); (6) guaranteed reinvestment agreements
issued by any insurance company, corporation or other entity acceptable to each
Rating Agency rating that Series at the time of issuance of the Series; (7)
certain repurchase agreements relating to United States government securities;
and (8) certain money market mutual funds investing primarily in the obligations
of the United States; PROVIDED, such mutual funds are rated in a rating category
sufficient to support the initial ratings assigned to that Series.
Eligible Investments with respect to a Series will include only obligations
or securities that mature on or before the date on which the invested funds are
required or may be anticipated to be required to be applied for the benefit of
the holders of such Series. Any income, gain or loss from such investments for a
Series will be credited or charged to the appropriate fund or account for such
Series. Reinvestment Income from Eligible Investments may be payable to the
Servicer as additional servicing compensation and, in that event, will not
accrue for the benefit of the Certificateholders of that Series.
If a reinvestment agreement is obtained with respect to a Series, the
related Agreement will require the Trustee to invest funds deposited in the
Certificate Account, the Distribution Account and the Reserve Fund, if any, for
that Series pursuant to the terms of the reinvestment agreement.
CERTIFICATE GUARANTEE INSURANCE
If so specified in the related Prospectus Supplement, Certificate Guarantee
Insurance, if any, with respect to a Series of Certificates may be provided by
one or more insurers. Such Certificate Guarantee Insurance may guarantee, with
respect to one or more Classes of Certificates of the related Series, timely
distributions of interest and full distributions of principal on the basis of a
schedule of principal distributions set forth in or determined in the manner
specified in the related Prospectus Supplement. A copy of the Certificate
Guarantee Insurance documentation for a Series, if any, will be filed with the
Commission as an exhibit to a Current Report on Form 8-K within 15 days of
issuance of the Certificates of the related Series.
OAKWOOD HOMES GUARANTEE
If so specified in the related Prospectus Supplement, some or all of the
distributions of principal and interest on one or more particular Classes of
Certificates within a Series may be guaranteed by Oakwood Homes or one of its
affiliates. The terms of and limitations on any such guarantee will be described
in the related Prospectus Supplement. A copy of the guaranty agreement under
which Oakwood Homes provides a guarantee for any Class of Certificates will be
filed with the Commission as an exhibit to a Current Report on Form 8-K within
15 days of issuance of such Certificates.
ALTERNATE CREDIT ENHANCEMENT
From time to time with respect to a Series of Certificates, the Company or
the Servicer may obtain or cause to be obtained further or other liquidity
enchancement, insurance policies, guarantees, letters of credit, or surety bonds
(or make deposits in lieu thereof or in addition thereto) to provide for the
enhancement of the credit rating of such Certificates. To the extent any such
other enhancements are obtained or provided for with respect to a Series of
Certificates, or deposits are made in lieu thereof or in addition thereto, a
description thereof will be set forth in the related Prospectus Supplement.
33
<PAGE>
UNDERWRITING POLICIES
CONTRACT UNDERWRITING GUIDELINES
Except to the extent otherwise specified in the related Prospectus
Supplement, Oakwood employs underwriting standards established pursuant to DFC's
guidelines when originating Contracts for DFC.
Except to the extent otherwise specified in the related Prospectus
Supplement, all Contracts included in an Asset Pool will have been underwritten
by Oakwood. DFC pays Oakwood a loan origination fee with respect to its
underwriting activities on DFC's behalf. These Contracts may have been
originated in the name of DFC, or by a third party manufactured housing broker
or dealer, in either case, with funds provided by DFC. The following is a
description of the underwriting practices generally followed by Oakwood in
connection with the origination of Contracts funded by DFC.
A customer desiring to obtain financing for the purchase of a manufactured
home through DFC must complete a loan application form at a participating sales
center. Loan applications are forwarded electronically or by facsimile by sales
centers to Oakwood's credit department for consideration.
Upon receipt of a loan application, Oakwood evaluates the ability of the
loan applicant to make the prospective required monthly payments and to pay
related charges. Oakwood utilizes a credit scoring system to evaluate credit
applicants. Oakwood's underwriting guidelines require that each applicant's
credit history, residence history, employment history and debt-to-income ratios
be examined. Oakwood's credit officers review the information relating to these
factors provided by the applicant on his or her loan application and obtain
credit reports and contact employers and other references to verify credit,
residence and employment-related information. Oakwood's automated loan
origination system computes debt-to-income ratios and assigns each applicant an
overall credit score based upon information contained in the application and in
the credit bureau report obtained with respect to such applicant. An applicant's
overall credit score is the sum of his or her credit scores in various areas of
the credit review. Each credit officer is authorized to approve certain
applicants within his or her lending authority (1) who are assigned overall
credit scores and credit report scores above a specified minimum score, (2) who
have acceptable debt-to-income ratios and (3) who have applied for credit not in
excess of the credit officer's authority. In order for a prospective borrower to
be approved for a loan, (1) his or her total monthly fixed debt obligations
(including the monthly payment on the contract applied for, rental fees charged
for land generally, monthly installment payments to acquire the land on which
the home is located and hazard insurance premiums relating to the home
(collectively, the "Home Payments")) should not exceed 47% of his or her gross
monthly income and (2) the proposed Home Payments should not exceed 33% of his
or her gross monthly income, however, more stringent standards generally apply
to prospective borrowers with relatively lower incomes and/or relatively higher
loan to value ratios. The Company believes that these debt-to-income ratios are
generally consistent, with those employed by other lenders under manufactured
housing installment sales contracts. These ratios are generally higher than the
comparable debt-to-income ratios employed by lenders under many types of
residential first-lien mortgage loans. To the extent the credit underwriting
criteria applied to borrowers under Contracts are less stringent than those
applied to borrowers under conventional types of residential first-lien mortgage
loans, the level of delinquencies experienced with respect to a pool of
Contracts may be expected to be higher than the level of delinquencies that
would be experienced with respect to a pool of conventional, residential
first-lien mortgage loans. Such a higher level of delinquencies could result in
a higher level of losses incurred on a pool of Contracts as compared to a pool
of conventional, residential first-lien mortgage loans.
Loan applicants who do not meet the objective criteria above may be
approved, on a case-by-case basis, by higher-level management in Oakwood's
credit department. Generally, applicants whose credit scores are less than the
minimums established for credit officer approval are approved only if other
favorable objective underwriting factors are present which are outside the scope
of the scoring systems. In addition, even if an applicant obtains an acceptable
credit score and has acceptable debt-to-income ratios, a credit officer or
manager retains the discretion to reject a credit application if the credit
officer or manager discerns objective factors outside the scope of the scoring
systems that indicate a lack of creditworthiness.
With respect to those customers deemed to be creditworthy, DFC requires a
down payment in the form of cash, the trade-in equity in a previously owned
manufactured home, and/or the borrower's equity in any real property pledged as
additional collateral for the loan. The value of any real property pledged as
additional collateral is estimated by a duly licensed independent appraiser, and
the borrower's equity in real property for down payment purposes is limited to
75% of such estimated value. Generally, DFC requires a minimum down payment of
5% of the purchase price of the home for purchases of new homes, 10% of the
purchase price of the home for purchases of used homes (other than repossessed
homes), $1,000 for purchases of repossessed single-section homes, $2,000 for
purchases of repossessed multi-sectional homes, and the lesser of $1,000 or 5%
of the transfer price for homes transferred by a borrower to a new borrower. In
34
<PAGE>
addition, if a borrower uses equity in real property as all or part of his or
her down payment, the total down payment must be at least equal to 5% of the
purchase price of the purchased home. The level of down payment offered by a
prospective purchaser of a new home will affect his or her overall credit score,
so 40 that higher down payments are required from applicants with relatively
lower credit scores in areas other than down payment levels. The purchase price
of a manufactured home for purposes of determining a down payment amount
generally includes the stated cash sale price of the manufactured home
(including the stated cash sale price of any accessories sold with the home,
which may include appliances, furniture, skirting, steps, porches and related
items), sales and any other state and local taxes.
The balance of the purchase price is financed by an installment sale
contract providing for a purchase money security interest in the manufactured
home and a mortgage on any real property pledged as additional collateral.
Normally, each contract provides for level monthly payments over the stated term
of the contract, which is generally 15 to 20 years (or 20 to 30 years in the
case of sales of multi-sectional homes and larger single-section homes), at a
fixed rate of interest (which may include a step-up rate). DFC believes the
typical manufactured home purchaser is primarily sensitive to the amount of the
monthly payment required by his or her contract, and not to the interest rate
charged thereunder.
GENERAL UNDERWRITING STANDARDS FOR MORTGAGE LOANS
Except to the extent otherwise specified in the related Prospectus
Supplement, Oakwood employs underwriting standards established pursuant to DFC's
guidelines when originating Mortgage Loans for DFC.
Mortgage Loans underwritten by Oakwood for DFC generally will be
underwritten substantially according to DFC's underwriting guidelines that
Oakwood uses to underwrite Contracts for DFC. See " -- Contract Underwriting
Guidelines" above. Any different underwriting standards that applied to the
Mortgage Loans included in any particular Asset Pool will be described in the
related Prospectus Supplement.
With respect to any Mortgage Loans underwritten by an entity other than
Oakwood, the Company expects that the originator will have underwritten and
originated such Mortgage Loans in compliance with underwriting standards which
are intended to evaluate the Obligor's credit standing and repayment ability and
the value and adequacy of the related Mortgaged Properties as collateral in
accordance with standard procedures complying with the applicable federal and
state laws and regulations. FHA Mortgage Loans and VA Mortgage Loans will comply
with the underwriting policies of FHA and VA, respectively. Conventional
Mortgage Loans will comply with the underwriting policies of the originator,
which will be described in the related Prospectus Supplement. Except as
otherwise provided in the related Prospectus Supplement, each Mortgage Loan
included in the Trust for a Series will have been originated by a savings and
loan association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a federal or
state authority, or by a mortgagee approved by HUD.
The adequacy of a Mortgaged Property as security for a Mortgage Loan will
be determined by an appraisal performed by an appraiser who, at the time the
appraisal was made was duly licensed. The appraiser must personally inspect the
property and will prepare a report which customarily includes a market data
analysis based on recent sales of comparable homes and, when deemed applicable,
a replacement cost analysis based on the current cost of constructing a similar
home.
The Company will obtain representations and warranties from the Seller that
each related Mortgage Loan was originated in accordance with the underwriting
guidelines described above and in the applicable Prospectus Supplement. Any
Mortgage Loan that does not comply with such standards after inclusion in an
Asset Pool must be repurchased or substituted for by its Seller, unless such
Mortgage Loan is otherwise demonstrated to be includible in the Asset Pool, to
the satisfaction of the Company. See "Description of the
Certificates -- Representations and Warranties" herein.
SALE AND SERVICING OF CONTRACTS AND MORTGAGE LOANS
ASSIGNMENT OF CONTRACTS AND MORTGAGE LOANS
Pursuant to the applicable Pooling and Servicing Agreement, the Company
will cause the Contracts and Mortgage Loans and all other assets comprising the
related Trust Estate to be sold, assigned and transferred to the related
Trustee, together with all principal and interest payments due on such Contracts
and Mortgage Loans after the date specified in the related Prospectus Supplement
(the "Cut-off Date") and all prepayments of principal collected on or after such
Cut-off Date. In exchange for the Contracts and Mortgage Loans assigned to the
Trustee, the Trustee will deliver Certificates of the related Series in
authorized denominations, registered in such names as the Company may request,
representing the beneficial ownership interest in the related Trust Estate, to
the Company or its designee. Each Contract and Mortgage Loan included in a Trust
Estate will be identified in a schedule appearing as an exhibit to the related
Pooling and Servicing Agreement. Such
35
<PAGE>
schedule will contain information as to the Cut-off Date Principal Balance of
each Contract or Mortgage Loan and the Asset Rate, original principal balance
and certain other information concerning each such Contract and Mortgage Loan.
Such schedule is referred to herein as the "Contract Schedule" to the extent it
identifies Contracts, the "Mortgage Loan Schedule" to the extent it identifies
Mortgage Loans, and is referred to in its entirety as the "Asset Schedule."
CONVEYANCE OF CONTRACTS. Prior to the conveyance of the Contracts to the
Trustee, the Servicer's operations department will complete a review of all of
the Contract Files, including the certificates of title to, or other evidence of
a perfected security interest in, the related Manufactured Homes, confirming the
accuracy of the related Contract Schedule delivered to the Trustee. With respect
to any Land Secured Contract, the Servicer will also review the Mortgage and any
necessary assignments thereof evidencing the Seller's interest in the related
Real Property. Any Contract discovered not to agree with such Contract Schedule,
or any Contract for which any required Contract Document is discovered to be
missing or defective, in either case in a manner that is materially adverse to
the interests of the Certificateholders, will be required to be repurchased by
the Seller at the related Repurchase Price or replaced with another Contract as
described herein if such discrepancy, incompleteness or defect is not cured
within 90 days after notice of such discrepancy, incompleteness or defect is
delivered to the Seller, except that in the case of a discrepancy between the
terms of a Contract and the Contract Schedule relating to the Unpaid Principal
Balance of a Contract, the Seller may deposit cash in the Certificate Account in
an amount sufficient to offset such discrepancy.
The Servicer will hold the original Contracts and copies of all material
documents and instruments relating to each Contract and evidencing the security
interest created by each Contract in the related Manufactured Home or real
estate as custodian on behalf of the Certificateholders in accordance with the
related Pooling and Servicing Agreement. In order to give notice of the
Trustee's right, title and interest in and to the Contracts, UCC-1 financing
statements identifying the Trustee or a co-trustee as the secured party or
purchaser and identifying all the Contracts as collateral will be filed in the
appropriate offices in the appropriate state. If a subsequent purchaser were
able to take physical possession of the Contracts without notice of the
assignment of the Contracts to the Trustee, the Trustee's interest in the
Contracts could be defeated. To provide some protection against this
possibility, in addition to filing UCC-1 financing statements, within one week
after the initial delivery of the Certificates, the Contracts will be stamped or
otherwise marked by the Servicer to reflect their assignment to the Trustee. See
"Certain Legal Aspects of Contracts and Mortgage Loans -- The Contracts" herein.
CONVEYANCE OF MORTGAGE LOANS. On or prior to the date of conveyance of the
Mortgage Loans to the Trustee, the Company will, as to each Mortgage Loan,
deliver or cause to be delivered to the Trustee or a custodian acting on behalf
of the Trustee (a "Custodian") the related mortgage note (a "Mortgage Note")
endorsed in blank or to the order of the Trustee, an original or a certified
copy of the related Mortgage, with evidence of recordation of the Mortgage noted
thereon or attached thereto, an assignment of the related Mortgage in recordable
form naming the Trustee as assignee (together with originals or certified copies
of all recorded assignments necessary to show an unbroken chain of assignment of
the related Mortgage from the original mortgagee thereunder to the Trustee), and
certain other original documents evidencing or relating to the Mortgage Loan.
Within one year after the Closing Date for a Series, the Company will cause
assignments of each related Mortgage to be recorded in the appropriate public
recording offices for real property records wherever necessary to protect the
Trustee's interest in the related Mortgage Loans. In lieu of recording
assignments of Mortgages in a particular 42 jurisdiction, the Company may
deliver or cause to be delivered to the Trustee an opinion of local counsel to
the effect that such recording is not necessary to protect the right, title and
interest of the Trustee in the related Mortgage Loans. In addition, except as
otherwise noted in the Prospectus Supplement for a Series, the Seller of a
Mortgage Loan is required to submit to the Trustee with each Trustee Mortgage
Loan File a mortgagee title insurance policy, title insurance binder,
preliminary title report, or satisfactory evidence of title insurance for the
jurisdiction in which the related Mortgaged Property is located. If a
preliminary title report is delivered initially, the Seller is required to
deliver a final title insurance policy or other satisfactory evidence of the
existence of adequate title insurance. The Trustee or a Custodian will hold the
Trustee Mortgage Loan Files for the related Mortgage Loans, except to the extent
that any of the documents contained in such files are released to the Servicer
or a Sub-servicer for servicing purposes in accordance with the terms of the
related Agreement.
The Trustee or the Custodian (the latter if so specified in the related
Prospectus Supplement) will review any Trustee Mortgage Loan Files relating to a
Series. If any Mortgage Loan Document required to be included in a Trustee
Mortgage Loan File is missing or is found to be defective in any material
respect, and the Seller does not cure such defect within 90 days after its
receipt of notice of such missing document or document defect, the Seller will
be required to repurchase the Mortgage Loan at the related Repurchase Price or
replace such Mortgage Loan with a substitute Mortgage Loan as described under
"The Trusts -- Substitution of Contracts or Mortgage Loans" herein. This
repurchase or substitution obligation constitutes the sole remedy available to
the Certificateholder or the Trustee for a missing or defective Mortgage Loan
Document.
36
<PAGE>
REPRESENTATIONS AND WARRANTIES
The Company will make certain representations and warranties for each
Series in the related Agreement with respect to the related Contracts and
Mortgage Loans, including representations that it either is the owner of such
Contracts and Mortgage Loans or has a perfected first priority security interest
in the Contracts and Mortgage Loans. In addition, the Seller will make
representations and warranties with respect to the Contracts and Mortgage Loans
in the sales agreement pursuant to which the Contracts and Mortgage Loans were
transferred to the Company, including representations and warranties as to the
accuracy in all material respects of certain information furnished to the
Company and the Trustee in respect of each Contract and Mortgage Loan.
The Seller will have represented, among other things, that (1) immediately
prior to the transfer and assignment of the Contracts and Mortgage Loans to the
Company, the Seller had good title to, and was the sole owner of, each Contract
and Mortgage Loan and there had been no other sale or assignment thereof from
the Seller; (2) as of the date of such transfer, the Contracts and Mortgage
Loans are subject to no offsets, defenses or counterclaims; (3) each Contract
and Mortgage Loan at the time it was made complied in all material respects with
applicable state and federal laws, including usury, equal credit opportunity and
disclosure laws; (4) as of the date of such transfer, each Contract creates a
valid first lien on the related Manufactured Home and such Manufactured Home is
free of material damage and is in good repair; (5) as of the date of such
transfer, no Contract or Mortgage Loan is more than 30 days delinquent in
payment and there are no delinquent tax or assessment liens against the related
Manufactured Home or Mortgaged Property; (6) the Manufactured Home or Mortgaged
Property securing each Contract or Mortgage Loan is covered by a Standard Hazard
Insurance Policy providing coverage in the amount required by the related
Agreement and that all premiums now due on such insurance have been paid in
full; (7) a lender's policy of title insurance was issued on the date of the
origination of each Mortgage Loan and each such policy is valid and remains in
full force and effect; (8) as of the date of such transfer, each Mortgage
subject to the Agreement evidences a valid first lien on the related Mortgaged
Property (subject only to (a) the lien of current real property taxes and
assessments, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of the recording of
such Mortgage, such exceptions appearing of record and either being acceptable
to mortgage lending institutions generally or specifically reflected in the
appraisal made in connection with the origination of the related Mortgage Loan
and (c) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage) and such property is free of material damage and is in good
repair; (9) with respect to each Contract and Mortgage Loan, if the related
Manufactured Home or Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency as having special flood hazards and subject
in certain circumstances to the 43 availability of flood insurance under the
National Flood Insurance Act of 1968, as amended, such Manufactured Home or
Mortgaged Property is covered by flood insurance, if applicable regulations at
the time such Contract or Mortgage Loan was originated required that such flood
insurance coverage be obtained; (10) for any Trust for which a REMIC election is
to be made, each related Asset is a Qualified Mortgage; and (11) any FHA
Contract, FHA Mortgage Loan, VA Contract or VA Mortgage Loan has been serviced
in compliance with applicable FHA or VA regulations, and the FHA insurance or VA
guarantee with respect to any such Asset is in full force and effect.
The Company's right to enforce a Seller's representations and warranties
with respect to an Asset Pool will be assigned to the Trustee under the related
Agreement. To the extent that a Seller makes representations and warranties
regarding the characteristics of certain Contracts and Mortgage Loans, the
Company generally will not make such representations and warranties as to such
Contracts and Mortgage Loans. In the event that the representations and
warranties of the Seller are breached, and such breach or breaches materially
and adversely affect the interests of the Certificateholders in the related
Contracts and Mortgage Loans, the Seller will be required to cure such breach
or, if such cure is not effected within 90 days after the Seller is notified in
writing of such breach, to repurchase the affected Contracts or Mortgage Loans,
in general at a price equal to the Unpaid Principal Balance of such Contracts or
Mortgage Loans, together with unpaid interest thereon at the applicable Asset
Rates through the end of the month in which such repurchase is made, or to
substitute Contracts or Mortgage Loans in accordance with the criteria set forth
herein under "The Trusts -- Substitution of Contracts or Mortgage Loans."
The Servicer will be required under each Agreement to enforce the Seller's
obligations to cure breaches or to repurchase or substitute for Assets for the
benefit of the Trustee and the Certificateholders and to indemnify the Company
and its assignees (including the Trust) against losses or damages caused by such
breaches. The Seller's obligations to repurchase or substitute for Assets
affected by its breaches and to indemnify the Company and its assignees against
losses and damages caused by such breaches will constitute the sole remedies
available to Certificateholders or the Trustee for a breach of representation by
a Seller.
37
<PAGE>
Neither the Company nor the Servicer will be obligated to repurchase or
substitute for a Contract or Mortgage Loan if a Seller defaults on its
obligation to repurchase or substitute for such Asset, and no assurance can be
given that a Seller will carry out its repurchase or substitution obligations
with respect to Contracts and Mortgage Loans.
SERVICING
GENERAL. The Servicer will service and administer each Asset Pool assigned
to the Trustee either exclusively or through other servicing institutions
("Sub-servicers"), as more fully set forth below.
The Servicer and any Sub-servicer (the latter subject to general
supervision by the Servicer) for any Asset Pool will perform diligently all
services and duties specified in the related Agreement, consistently with the
servicing standards and practices of prudent lending institutions with respect
to manufactured housing installment sales contracts of the same type as the
Contracts and mortgage loans of the same type as the Mortgage Loans in those
jurisdictions where the related Manufactured Homes and Mortgaged Properties are
located or as otherwise specified in the Agreement. The Servicer will monitor
the performance of each Sub-servicer, if any, and will have the right to remove
a Sub-servicer at any time if it considers such removal to be in the best
interest of the related Certificateholders. The duties to be performed by the
Servicer, directly or through a Sub-servicer, with respect to a Series will
include (1) collection and remittance of principal and interest payments on the
related Assets; (2) administration of any related mortgage escrow accounts; (3)
collection of related insurance claims; (4) if necessary, repossession of
related Manufactured Homes and/or foreclosure on related Mortgaged Properties;
and (5) if necessary, the obligation to advance funds to the extent certain
payments are not made by the Obligors and are considered recoverable from late
Obligor payments, from proceeds of any applicable insurance policies or from
Liquidation Proceeds of the related Contract or Mortgage Loan. The Servicer
shall also provide information on a periodic basis to the Company and the
Trustee concerning the Contracts and Mortgage Loans, and shall file required
reports with the Commission concerning the Trusts as required by the Agreements.
If a Sub-servicer shall be terminated by the 44 Servicer, the servicing function
of the Sub-servicer either shall be transferred to a substitute Sub-servicer or
performed by the Servicer.
The Servicer shall keep in force throughout the term of each Agreement (1)
a policy or policies of insurance covering errors and omissions with respect to
its duties under such Agreement, and (2) a fidelity bond. Such policy or
policies and such fidelity bond shall be in such form and amount as is generally
customary among entities which service a portfolio of manufactured housing
installment sales contracts having an aggregate principal amount of $100 million
or more and which are generally regarded as servicers acceptable to
institutional investors.
The Servicer, to the extent practicable, shall cause the Obligors to pay
all taxes and similar governmental charges when and as due. To the extent that
nonpayment of any taxes or charges would result in the creation of a lien upon
any Manufactured Home or Mortgaged Property having a priority equal or senior to
the lien of the related Contract or Mortgage Loan, the Servicer shall advance
any such delinquent tax or charge to the extent it determines that it will be
able to recover such advance from the related Obligor or from Liquidation
Proceeds of the related Contract or Mortgage Loan.
COLLECTION PROCEDURES. The Servicer, directly or through Sub-servicers,
will make reasonable efforts to collect all payments called for under the
Contracts or Mortgage Loans and, consistently with the Agreement and any Pool
Insurance Policy, any Primary Mortgage Insurance Policy, FHA insurance, VA
guaranty and Obligor Bankruptcy Insurance, will follow such collection
procedures as it follows with respect to contracts or mortgage loans serviced by
it that are comparable to the Contracts or Mortgage Loans.
Under the Agreement, the Servicer will repossess, foreclose upon or
otherwise convert the ownership of properties that secure a defaulted Contract
or Mortgage Loan if no satisfactory arrangements can be made for collection of
delinquent payments. In connection with such repossession, foreclosure or other
conversion, the Servicer will follow such practices and procedures as it shall
deem necessary or advisable and as shall be normal and usual in its general
Contract and Mortgage Loan servicing activities. The Servicer, however, will not
be required to expend its own funds in connection with any repossession or the
restoration of any property unless it determines (1) that such restoration or
repossession will increase the proceeds of liquidation of the related Contract
or Mortgage Loan to the Certificateholders after reimbursement to itself for
such expenses and (2) that such expenses will be recoverable to it either
through Liquidation Proceeds or through Insurance Proceeds.
A Contract or the Mortgage Note or Mortgage used in originating a
conventional Mortgage Loan may contain a "due-on-sale" clause. See " -- The
Contracts -- Transfers of Manufactured Homes; Enforceability of "Due-on-Sale'
Clauses" and " -- The Mortgage Loans -- Due-On-Sale Clauses," in each case under
the heading "Certain Legal Aspects of Contracts and Mortgage Loans" herein. The
Servicer may enforce "due-on-sale" clauses with respect to any Contract,
Mortgage Note or
38
<PAGE>
Mortgage containing such a clause, provided that such enforcement has no adverse
effect on the coverage of any applicable Insurance Policy. In any case in which
a Manufactured Home or Mortgaged Property has been or is about to be conveyed by
the Obligor on the related Contract or Mortgage Loan and the due-on-sale clause
has not been enforced (or the related Contract or Mortgage Note is by its terms
assumable), the Servicer will be authorized, on behalf of the Trustee, to enter
into an assumption agreement with the person to whom such Manufactured Home or
Mortgaged Property has been or is about to be conveyed, if such person meets
certain loan underwriting criteria, including the criteria necessary to maintain
the coverage provided by any applicable Credit Insurance policies. In the event
that the Servicer enters into an assumption agreement in connection with any
such conveyance of a Manufactured Home or Mortgaged Property, the Servicer, on
behalf of the Trustee, may release the original Obligor from liability upon the
Contract or Mortgage Loan and substitute the assuming party as the new obligor
thereon. In no event can the assumption agreement permit a decrease in the Asset
Rate or an increase in the term of the assumed Contract or Mortgage Loan. Fees
collected for entering into an assumption agreement will be retained by the
Servicer as additional servicing compensation.
The Servicer, either directly or through Sub-servicers, to the extent
permitted by law, may establish and maintain an escrow account (the "Escrow
Account") in which mortgagors under Mortgage Loans may be required to deposit
amounts sufficient to pay taxes, assessments, mortgage insurance premiums and
standard hazard insurance premiums and other comparable items and in which
Obligors under Contracts will be required to deposit amounts sufficient to pay
standard hazard insurance premiums and other comparable items. Withdrawals from
the Escrow Account maintained for mortgagors may be made to effect timely
payment of taxes, assessments, mortgage insurance and hazard insurance, to
refund to mortgagors amounts determined to be overages, to pay interest to
mortgagors on balances in the Escrow Account to the extent required by law, to
repair or otherwise protect the related Mortgaged Properties and to clear and
terminate the Escrow Account. The Servicer will be responsible for the
administration of the Escrow Account and will be obligated to make advances to
such account when a deficiency exists therein, so long as it determines that
such advances will be recoverable from the related Obligors or from Liquidation
Proceeds collected with respect to the related Assets. The Servicer may decline
to establish Escrow Accounts with respect to any Contracts or Mortgage Loans in
its discretion.
COLLECTION OF PAYMENTS ON CONTRACTS AND MORTGAGE LOANS. The Servicer will
establish and maintain a Certificate Account for the benefit of the Trustee. The
Certificate Account must be an "Eligible Account;" I.E., it must be maintained
(1) at a depository institution organized under the laws of the United States or
any state, the deposits of which are insured to the full extent permitted by law
by the Federal Deposit Insurance Corporation (the "FDIC"), whose commercial
paper or long-term unsecured debt has a rating, as specified in the related
Agreement, sufficient to support the ratings requested on the Certificates of
the related Series, and which institution is subject to examination by federal
or state authorities; (2) in the corporate trust department of the Trustee; or
(3) at an institution otherwise acceptable to each applicable Rating Agency. The
Certificate Account is to be held in trust for the benefit of the Trustee on
behalf of the Certificateholders and shall be designated as specified in the
related Agreement. Funds in the Certificate Account will be invested in Eligible
Investments (as defined in the Agreement) that will mature or be subject to
redemption not later than the business day preceding the applicable monthly
Remittance Date. Earnings on amounts deposited into a Certificate Account shall
be credited to the account of the Servicer as servicing compensation in addition
to its monthly Servicing Fee. The Servicer may use such earnings to offset P&I
Advances due from the Servicer in respect of the Remittance Date next succeeding
the date on which such earnings were made or, at the Servicer's option, such
earnings may be released to the Servicer on such Remittance Date. The amount of
any losses incurred in respect of any such investments shall be deposited into
the Certificate Account by the Servicer out of its own funds promptly after such
losses are incurred.
All payments in respect of principal and interest on the Contracts and
Mortgage Loans in the Asset Pool for a Series that are received by the Servicer
on or after the applicable Cut-off Date (exclusive of collections relating to
scheduled payments due on or prior to the Cut-off Date) will be deposited into
the Certificate Account no later than the second business day following the
Servicer's receipt thereof. Such payments shall include the following:
39
<PAGE>
(1) all Obligor payments in respect of principal, including principal
prepayments, on the Contracts and Mortgage Loans;
(2) all Obligor payments in respect of interest on the Contracts and
Mortgage Loans, together with moneys transferred from any Buy-Down Fund or
GPM Fund;
(3) all Net Liquidation Proceeds received and retained in connection
with the liquidation or disposition of defaulted Contracts, Mortgage Loans
or property acquired in respect thereof through repossession, foreclosure
or otherwise;
(4) all proceeds received under any title, hazard or other insurance
policy covering any Contract or Mortgage Loan, other than proceeds received
as part of Liquidation Proceeds or such proceeds that are to be applied to
the restoration or repair of the related Manufactured Home or Mortgaged
Property or released to the Obligor;
(5) any condemnation awards or settlements which are not released to
Obligors in accordance with normal servicing procedures;
(6) all amounts received from credit enhancement provided with respect
to a Series of Certificates;
(7) all proceeds of any Contract or Mortgage Loan (or property
acquired in respect thereof) that is repurchased by the related Seller or
by a terminating party as described above or under "The Pooling and
Servicing Agreements -- Termination" below; and
(8) all amounts, if any, required to be transferred to the Certificate
Account from a Reserve Fund pursuant to the Agreement.
In those cases where a Sub-servicer is servicing a Contract or Mortgage
Loan, the Sub-servicer will establish and maintain an Eligible Account (a
"Sub-servicing Account") that will comply with the standards set forth above for
the Certificate Account and which is otherwise acceptable to the Servicer. The
Sub-servicer is required to deposit into the Sub-servicing Account on a daily
basis all amounts enumerated in the preceding paragraph in respect of the
Contracts or Mortgage Loans as received by the Sub-servicer, less its servicing
compensation. On the date specified in the related Prospectus Supplement, the
Sub-servicer shall remit to the Servicer all funds held in the Sub-servicing
Account with respect to each related Contract or Mortgage Loan. The
Sub-servicer, to the extent described in the related Prospectus Supplement, may
be required to advance any monthly installment of principal and interest that
was not received, less its servicing fee, by the date specified in the related
Prospectus Supplement.
With respect to each Buy-Down Loan, the Servicer will deposit into a
custodial Eligible Account (which may be interest-bearing) complying with the
requirements set forth above for the Certificate Account (the "Buy-Down Fund")
an amount which, together with investment earnings thereon, will provide funds
sufficient to support the payments on such Buy-Down Loan on a level debt service
basis. The Servicer will not be obligated to supplement any Buy-Down Fund should
investment earnings prove insufficient to maintain the scheduled level of
payments on the Buy-Down Loans (in which event distributions to the
Certificateholders may be affected).
With respect to each GPM Loan, the Servicer will, if and to the extent
provided in the related Prospectus Supplement, deposit in a custodial Eligible
Account (which may be interest-bearing) complying with the requirements set
forth above for the Certificate Account (the "GPM Fund") an amount which,
together with investment earnings thereon, will provide funds sufficient to
support the payments thereon on a level debt service basis. The Servicer will
not be obligated to supplement any GPM Fund should investment earnings thereon
prove insufficient to maintain the scheduled level of payments (in which event
distributions to the Certificateholders may be affected).
DISTRIBUTIONS ON CERTIFICATES. Except as otherwise provided in the related
Prospectus Supplement, on each Remittance Date, the Servicer will withdraw from
the applicable Certificate Account and remit to the Trustee for deposit into the
Distribution Account (1) all scheduled payments of principal and interest due on
the related Contracts and Mortgage Loans during the related Collection Period
and collected by the Servicer from the related Obligors or otherwise and (2) all
unscheduled collections in respect of principal and interest on the Contracts
and Mortgage Loans received during the related Prepayment Period, in each case
to the extent such collections comprise part of the Available Distribution (as
specified in the related Prospectus Supplement) for the upcoming Distribution
Date (collectively, the "Remittance Amount"). In addition, on each Remittance
Date, the Servicer shall remit to the Trustee, for deposit into the Distribution
Account, the amount of its required P&I Advance and of any Compensating Interest
required to be paid by the Servicer for the upcoming Distribution Date. See
" -- Advances" and " -- Compensating Interest" below. The Remittance Date for
any Distribution Date shall be the business day preceding such Distribution
Date.
40
<PAGE>
The Available Distribution for any Series will be allocated among the
related Classes of Certificates in the proportion and order of application set
forth in the related Agreement and described in the related Prospectus
Supplement. Prior to each Distribution Date for a Series, the Servicer will
furnish to the Trustee a report setting forth certain information concerning the
underlying Asset Pool and amounts to be distributed on each related Class of
Certificates.
ADVANCES
The Servicer shall not be required to make an Advance to the extent it
determines, in its reasonable judgment, that such Advance, if made, would not be
recoverable from late collections from the related Obligor or from Liquidation
Proceeds or other collections in respect of the related Contract or Mortgage
Loan (such an advance being referred to as a "Non-Recoverable Advance"). The
advance obligation of a Trustee or Pool Insurer may also be limited to an amount
specified by the Rating Agency or Agencies rating the Certificates. Otherwise,
the Servicer will be required to advance funds to cover (1) delinquent payments
of principal and interest on related Contracts and Mortgage Loans ("P&I
Advances") and (2) delinquent payments of taxes, insurance premiums and escrowed
items in respect of related Contracts and Mortgage Loans and liquidation-related
expenses ("Servicing Advances," and together with P&I Advances, "Advances"). The
failure of the Servicer to make any required Advances under an Agreement
constitutes a default under such Agreement for which the Servicer may be
terminated. Upon a default by the Servicer, the Trustee (as substitute Servicer)
may, if so provided in the related Agreement, be required to make Advances,
provided that, in its reasonable discretion, it deems such Advances not to be
Non-Recoverable Advances. With respect to certain Assets, the Company may obtain
an endorsement to an applicable Pool Insurance Policy which obligates the Pool
Insurer to advance delinquent payments of principal and interest. The Pool
Insurer would only be obligated under such endorsement to the extent the Obligor
fails to make such payment and the Servicer fails to make a required Advance.
The Servicer may agree to reimburse the Pool Insurer for any sums the Pool
Insurer pays under such endorsement.
Any P&I Advances by the Servicer, the Trustee or a Pool Insurer, as the
case may be, must be deposited into the applicable Certificate Account or into
the Distribution Account and will be due not later than the Distribution Date to
which such delinquent payment relates. Any Advance made by the Servicer or the
Trustee or a Pool Insurer, as the case may be, will be reimbursable out of
future collections in respect of the particular Contract or Mortgage Loan in
respect of which the Advance was made (including collections of or from
Insurance Proceeds, Additional Assets or Liquidation Proceeds relating to such
Contract or Mortgage Loan) ("Related Proceeds"). If an Advance made by the
Servicer or a Trustee or a Pool Insurer later proves to be unrecoverable from
Related Proceeds, the Servicer or the Trustee or Pool Insurer, as the case may
be, will be entitled to reimbursement from funds in the Certificate Account or
Distribution Account prior to the disbursement of distributions to the
Certificateholders.
Any P&I Advances with respect to Contracts or Mortgage Loans included in
the Trust for any Series are intended to enable the Trustee to make timely
payment of the scheduled distributions of principal and interest on the
Certificates of such Series. However, neither the Servicer nor the Trustee nor
any Pool Insurer will insure or guarantee the Certificates of any Series or the
Contracts or Mortgage Loans included in the Trust for any Series.
COMPENSATING INTEREST
To the extent provided in a Prospectus Supplement, if a Contract or
Mortgage Loan is prepaid in full or liquidated other than on a Due Date, the
Obligor generally is only required to pay interest to the date of prepayment or
liquidation. In such event, for so long as Oakwood is the Servicer of the
related Asset, the Servicer is obligated to pay interest from the last day for
which interest is due from the Obligor to the next Due Date, so long as such
amount does not exceed the Servicer's servicing compensation for such month
("Compensating Interest").
MAINTENANCE OF INSURANCE POLICIES AND OTHER SERVICING PROCEDURES
STANDARD HAZARD INSURANCE. Except as otherwise specified in the related
Prospectus Supplement, the Servicer will cause to be maintained for each Asset
underlying a Series, or use its best reasonable efforts to cause each
Sub-servicer to cause to be maintained for each such Asset, a Standard Hazard
Insurance Policy providing coverage in an amount at least equal to the lesser of
(a) 100% of the replacement value of the related Manufactured Home or Mortgaged
Property or (b) the outstanding principal balance of such Contract or Mortgage
Loan. The Servicer also shall maintain on any Manufactured Home acquired by
repossession or on any Real Property or Mortgaged Property acquired through
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, a Standard
Hazard Insurance Policy in an amount that is at least equal to the lesser of the
Unpaid Principal Balance of the defaulted Contract or Mortgage Loan or the
maximum insurable value of the Manufactured Home or Mortgaged Property. To the
extent permitted by applicable law and if so specified in the related Prospectus
Supplement, the Servicer may require Obligors on Contracts or Mortgage Loans
secured by Manufactured Homes, Real Properties or Mortgaged Properties located
in California to maintain earthquake insurance on their Manufactured Homes, Real
Properties or Mortgaged Properties. Otherwise, no earthquake or other additional
insurance is to be required of any Obligor or maintained
41
<PAGE>
on property acquired in respect of a Contract or Mortgage Loan, other than as
required by applicable laws and regulations. If, at the time of origination of a
Contract or Mortgage Loan, the related Manufactured Home or Mortgaged Property
is located in a federally designated special flood hazard area, the Servicer
will cause to be maintained, or to use its best reasonable efforts to cause the
related Sub-servicer to cause to be maintained, flood insurance, limited, under
certain circumstances, to availability under the National Flood Insurance Act of
1968, as amended. In the event that an Asset is covered by a blanket policy
providing coverage against losses incurred on Assets as a result of the absence
or insufficiency of individual Standard Hazard Insurance Policies, the Servicer
will be deemed conclusively to have satisfied its obligations to cause to be
maintained a Standard Hazard Insurance Policy for such Asset. This blanket
policy may contain a deductible clause, in which case the Servicer will, in the
event that there has been a loss that would have been covered by such policy
absent such deductible clause, deposit in the Certificate Account the amount not
otherwise payable under the blanket policy because of the application of such
deductible clause.
Any amounts collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Manufactured
Home or Mortgaged Property or released to the Obligor in accordance with normal
servicing procedures) shall be deposited into the Certificate Account.
OTHER INSURANCE. To the extent specified in the related Prospectus
Supplement, the Servicer will maintain a Primary Mortgage Insurance Policy on
any Conventional Mortgage Loan with an initial Mortgage Loan-to-Value Ratio in
excess of 80% unless the conditions for waiver of such insurance by the Servicer
are met. See "The Trusts -- Insurance -- Credit Insurance -- Primary Mortgage
Insurance" herein.
The Servicer will be required to maintain any Special Hazard Insurance
Policy, any Obligor Bankruptcy Insurance and any Pool Insurance Policy for any
Series in full force and effect throughout the term of the related Trust,
subject to payment of the applicable premiums by the Trustee. The Servicer will
be required to notify the Trustee to pay from amounts in the Trust Estate the
premiums for any such Special Hazard Insurance Policy, any such Obligor
Bankruptcy Insurance and any such Pool Insurance Policy for such Series on a
timely basis. Any such premiums may be payable on a monthly basis in advance, or
pursuant to any other payment schedule acceptable to the applicable insurer. In
the event that the Special Hazard Insurance Policy, Obligor Bankruptcy Insurance
or Pool Insurance Policy for a Series is canceled or terminated for any reason
(other than the exhaustion of total policy coverage), the Servicer will be
obligated to obtain from another insurer a comparable replacement policy with a
total coverage which is equal to the remaining coverage (or a lesser amount if
the Servicer confirms in writing with each Rating Agency rating any Certificates
of such Series that such lesser amount will not impair the rating on such
Certificates) provided by the canceled or terminated Special Hazard Insurance
Policy, Obligor Bankruptcy Insurance or Pool Insurance Policy. However, if the
cost of any such replacement policy or bond is greater than the cost of the
policy or bond which has been terminated, then the amount of the coverage will
be reduced to a level such that the applicable premium will not exceed the cost
of the premium for the policy or bond that was terminated.
PRESENTATION OF CLAIMS. The Servicer, on behalf of itself, the Trustee and
the Certificateholders, will present claims to the issuer of each insurance
policy described herein (including the FHA and the VA), and will take such
reasonable steps as are necessary to permit recovery under such insurance
policies respecting defaulted Contracts or Mortgage Loans that are the subject
of bankruptcy proceedings. As set forth above, all collections by the Servicer
under any insurance policy are to be deposited into the Certificate Account for
the related Series and are subject to withdrawal as described above. With
respect to a Mortgage Loan or Contract that is serviced by a Sub-servicer, the
Sub-servicer, on behalf of itself, the Trustee and the Certificateholders will
present claims to the applicable insurer, and all collections shall be deposited
into the applicable Sub-servicing Account for deposit into the Certificate
Account.
If any property securing a defaulted Contract or Mortgage Loan is damaged
and proceeds, if any, from the related Standard Hazard Insurance Policy or the
applicable Special Hazard Insurance Policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under any Pool
Insurance Policy or any Primary Mortgage Insurance Policy, any FHA insurance or
any VA guarantee, as the case may be, the Servicer is not required to expend its
own funds to restore the damaged property unless it determines (1) that such
restoration will increase the proceeds to the Certificateholders upon
liquidation of the Contract or Mortgage Loan after reimbursement of the expenses
incurred by the Servicer and (2) that such expenses will be recoverable by it
through proceeds of the sale of the property or proceeds of the related Pool
Insurance Policy or any related Primary Mortgage Insurance Policy, any FHA
insurance, or any VA guarantee, as the case may be.
If, in respect of any defaulted Contract or Mortgage Loan, recovery under
any related Pool Insurance Policy or any related Primary Mortgage Insurance
Policy, any FHA insurance, or any VA guarantee, as the case may be, is not
available, the Servicer nevertheless is obligated to follow such normal
practices and procedures as it deems necessary or advisable to liquidate the
collateral for the defaulted Contract or Mortgage Loan. If the proceeds of any
liquidation of the related Manufactured Home or Mortgaged Property are less than
the principal balance of the defaulted Contract or Mortgage Loan plus
42
<PAGE>
interest accrued thereon at the applicable Asset Rate, the related Trust will
realize a loss in the amount of such difference plus the aggregate of expenses
incurred by the Servicer in connection with such proceedings.
ALTERNATE CREDIT ENHANCEMENT. To the extent provided in a Prospectus
Supplement, the Company, the Servicer or another party, from time to time, may
be required to obtain or cause to be obtained an insurance policy, guarantee,
letter of credit or surety bond (or make deposits in lieu thereof) to enhance
the credit rating of the related Series of Certificates.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES. As compensation for its
servicing duties in respect of any Series, the Servicer will be entitled to the
Servicing Fee specified in a particular Prospectus Supplement. In addition, the
Servicer may be entitled to servicing compensation in the form of assumption
fees, late payment charges or otherwise, which fees or charges shall be retained
by the Servicer to the extent not required to be deposited into the related
Certificate Account.
The Servicer will pay from its servicing compensation certain expenses
incurred in connection with the servicing of the Contracts and Mortgage Loans
included in a Trust Estate, including, without limitation, payment of the fees
and expenses of the Trustee, payment of related insurance policy premiums (other
than premiums for Standard Hazard Insurance Policies or Primary Mortgage
Insurance Policies) and payment of expenses incurred in enforcing the
obligations of any Sub-servicers. Certain of these expenses may be reimbursable
from Liquidation Proceeds and proceeds of Pool Insurance and from specific
recoveries of costs.
The Servicer will be entitled to reimbursement for certain expenses
incurred by it in connection with the liquidation of defaulted Contracts or
Mortgage Loans. The related Trust will suffer no loss by reason of such expenses
to the extent claims are paid under the related Pool Insurance Policies, if any.
If no Pool Insurance Policy is in effect for the Series, or if claims are either
not made or paid under the related Pool Insurance Policies or coverage
thereunder has been terminated or canceled, the related Trust will suffer a loss
to the extent that the Liquidation Proceeds of a defaulted Asset, after
reimbursement of the Servicer's related expenses, are less than the principal
balance of the Asset plus accrued interest thereon at the related Asset Rate. In
addition, the Servicer will be entitled to reimbursement of expenditures
incurred by it in connection with the restoration of any Manufactured Home or
Mortgaged Property, such right of reimbursement being prior to the rights of the
related Certificateholders to receive any related Pool Insurance proceeds or
Liquidation Proceeds.
EVIDENCE AS TO COMPLIANCE. With respect to each Series of Certificates, the
Servicer will deliver each year to the Trustee an officer's certificate stating
that (i) a review of the activities of the Servicer and any Sub-servicers during
the preceding calendar year and of the Servicer's performance under the related
Agreement has been made under the supervision of such officer, and (ii) to the
best of such officer's knowledge, the Servicer has fulfilled all its obligations
under the Agreement throughout such year, and, to the best of such officer's
knowledge, based on such review, each Sub-servicer has fulfilled its obligations
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Such officer's certificate shall be accompanied by a
statement by a firm of independent public accountants to the effect that (1)
such firm has audited the financial statements of the Servicer for the
Servicer's most recently ended fiscal year and issued its report thereon; (2)
such audit included tests of the records and documents relating to manufactured
housing installment sale contracts and mortgage loans serviced by the Servicer
for others in accordance with the requirements of the Uniform Single Attestation
Program for Mortgage Bankers, or any successor program promulgated by the
accounting profession ("USAP"); and (3) such other statements as are
contemplated under USAP, including, if called for under USAP, a statement as to
whether the Servicer's management's written assertion to such firm (which shall
be attached to the statement of such firm) that its servicing during the
applicable fiscal year complied with USAP's minimum servicing standards in all
material respects is fairly stated in all material respects. The audit tests
referred to in clause (2) of the preceding sentence in respect of any Series
shall be applied to manufactured housing installment sale contracts and mortgage
loans serviced under the related Pooling and Servicing Agreement and/or, in the
sole discretion of such firm, manufactured housing installment sale contracts
and mortgage loans serviced under pooling and servicing agreements, trust
agreements or indentures substantially similar to such Pooling and Servicing
Agreement (hereinafter referred to as "Pooling Agreements"). For purposes of
such statement, such firm may assume conclusively that all Pooling Agreements
under which the Servicer is the servicer of manufactured housing installment
sale contracts and mortgage loans for a trustee relating to certificates
evidencing an interest in manufactured housing installment sale contracts and
mortgage loans are substantially similar to one another except for any such
Pooling Agreement which by its terms specifically states otherwise.
43
<PAGE>
THE POOLING AND SERVICING AGREEMENTS
The following summaries describe certain provisions of each Pooling and
Servicing Agreement, including the Standard Terms to Pooling and Servicing
Agreement to be incorporated by reference into each Series Agreement. Although
the Company believes that the foregoing is a fair summary of the provisions
described, the summaries do not purport to be complete and are subject to, and
qualified in their entirety by reference to, the provisions of the Pooling and
Servicing Agreement for each Series. When particular provisions or terms used in
an Agreement are referred to, the actual provisions (including definitions of
terms) are incorporated by reference as part of such summaries.
THE SERVICER
The Servicer shall not resign from the obligations and duties imposed on it
under a Pooling and Servicing Agreement, except (1) upon appointment of a
successor servicer and receipt by the Trustee of a letter from each applicable
Rating Agency that the Servicer's resignation and the appointment of the
successor will not, in and of itself, result in a downgrading of any rated
Certificates of the affected Series or (2) upon determination by the Servicer's
Board of Directors that the performance of its duties under the Agreement are no
longer permissible under applicable law. No such resignation shall become
effective until the Trustee or a successor servicer shall have assumed the
responsibilities and obligations of the Servicer in accordance with the
applicable Agreement.
Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability to the Trust or the Certificateholders, and
all such Persons shall be held harmless, for any action taken or not taken in
good faith pursuant to each Pooling and Servicing Agreement, or for errors in
judgment; PROVIDED, HOWEVER, that no such Person shall be protected from
liability (1) for actions or omissions resulting from willful misfeasance, bad
faith or gross negligence in the performance of such Person's duties or by
reason of reckless disregard of such Person's obligations and duties under the
Agreement or (2) for breaches of representations or warranties made by such
Person in the Agreement. The Servicer and any of the directors, officers,
employees or agents of the Servicer may rely in good faith on any document of
any kind which, PRIMA FACIE, is properly executed and submitted by any Person
respecting any matters arising under an Agreement. The Servicer shall be under
no obligation to appear in, prosecute or defend any legal action unless such
action is related to its duties under an Agreement and such action in its
opinion does not involve it in any expense or liability, except as otherwise
explicitly provided in the Agreement; PROVIDED, HOWEVER, that the Servicer may
in its discretion undertake any such action that it deems necessary or desirable
with respect to an Agreement if the Certificateholders offer to the Servicer
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby.
THE TRUSTEE
The Prospectus Supplement for a Series of Certificates will specify the
Trustee for that Series. The Trustee for a Series may resign at any time, in
which event the Company will be obligated to attempt to appoint a successor
Trustee. The Company may remove a Trustee if the Trustee ceases to be eligible
to continue as Trustee under the applicable Agreement or upon the occurrence of
certain bankruptcy- or insolvency-related events with respect to the Trustee.
The Trustee for a Series will also be subject to removal at any time by the
holders of Certificates of such Series evidencing at least 51% of the Voting
Rights of such of Series, as specified in the related Agreement. If the
Certificateholders remove the Trustee other than for reasonable cause based upon
the Trustee's failure to continue to meet the eligibility requirements set forth
in the related Agreement or the Trustee's failure to perform its duties as
described therein, then the Certificateholders so removing the Trustee shall
bear any and all costs and expenses arising from such removal and substitution.
Any resignation or removal of the Trustee and appointment of a successor Trustee
will not become effective until acceptance by the Company of the appointment of
the successor Trustee.
A Trustee must be a corporation or a national banking association organized
under the laws of the United States or any state and authorized under the laws
of the jurisdiction in which it is organized to have corporate trust powers. It
must also have combined capital and surplus of at least $50,000,000 (or be a
Qualified Bank) and be subject to regulation and examination by state or federal
regulatory authorities. Although a Trustee may not be an affiliate of the
Company or the Servicer, either the Company or the Servicer may maintain normal
banking relations with the Trustee if the Trustee is a depository institution.
REPORTS TO CERTIFICATEHOLDERS
The Trustee for a Series will furnish the related Certificateholders with
monthly statements prepared by the Servicer (each a "Remittance Report")
containing information with respect to principal and interest distributions and
Realized Losses
44
<PAGE>
for such Series and the assets of the related Trust. Any financial information
contained in such reports will not have been examined or reported upon by an
independent public accountant. Copies of such monthly statements and any annual
reports prepared by the Servicer evidencing the status of its compliance with
the provisions of an Agreement will be furnished to related Certificateholders
upon request addressed to the Trustee.
A Remittance Report for a Distribution Date in respect of any Series of
Certificates will identify the following items:
(1) the related Available Distribution for such Distribution Date;
(2) the amount of interest distributable on such Distribution Date on
each Class of the Certificates of such Series, and the amount of interest
to be distributed on each such Class based upon the Available Distribution
for such Distribution Date;
(3) the amount to be distributed on such Distribution Date on each
Class of the Certificates of such Series to be applied to reduce the
Certificate Principal Balance of such Class, separately identifying any
portion of such amount attributable to prepayments;
(4) any other amounts to be distributed on the Certificates of such
Series (to the extent not covered by clauses (2) and (3) above);
(5) the aggregate amount of P&I Advances required to be made by the
related Servicer with respect to such Distribution Date in connection with
the related Asset Pool;
(6) the amount of any Realized Losses to be allocated to reduce the
Certificate Principal Balance of any Class of the Certificates of such
Series on such Distribution Date;
(7) the Certificate Principal Balance of each Class of the
Certificates of such Series after giving effect to the distributions and
allocations of any Realized Losses to be made on such Distribution Date;
(8) the amount of Due Date Interest Shortfall, Soldiers' and Sailors'
Shortfall and Realized Interest Loss, in each case if any, incurred during
the related Collection Period on the related Assets;
(9) the aggregate interest remaining unpaid, if any, for each Class of
the Certificates of such Series (exclusive of Shortfall allocated to such
Class), after giving effect to the distribution made on such Distribution
Date;
(10) the aggregate amount of withdrawals, if any, from any Reserve
Fund or any other form of credit enhancement, and the amount, if any,
available thereunder;
(11) the amount of the Servicing Fee in respect of such Distribution
Date;
(12) the aggregate number and the aggregate of the Unpaid Principal
Balances of outstanding Contracts and outstanding Mortgage Loans, stated
separately, that are (i) delinquent one month (i.e., 30 to 59 days) as of
the end of the related Prepayment Period, (ii) delinquent two months (i.e.,
60 to 89 days) as of the end of the related Prepayment Period, (iii)
delinquent three months (i.e., 90 days or longer) as of the end of the
related Prepayment Period and (iv) as to which repossession, foreclosure or
other comparable proceedings have been commenced as of the end of the
related Prepayment Period; and
(13) in the case of a Trust (or designated assets thereof) for which a
REMIC election has been or will be made, any other information required to
be provided to Certificateholders by the REMIC Provisions.
In the case of information furnished pursuant to clauses (2), (3) and (4) above,
the amounts shall be expressed, with respect to any Certificate, as a dollar
amount per $1,000 denomination; PROVIDED, HOWEVER, that if any Class of
Certificates does not have a Certificate Principal Balance, then the amounts
shall be expressed as a dollar amount per 10% Percentage Interest.
EVENTS OF DEFAULT
Except as otherwise specified in the related Prospectus Supplement, Events
of Default by the Servicer under any Agreement will include (1) any failure by
the Servicer to remit funds to the Distribution Account as required by the
applicable Agreement, which failure continues unremedied for five days (or such
other period specified in the related Agreement) after the date upon which such
remittance was due; (2) any failure or breach by the Servicer duly to observe or
perform in any material respect any other of its covenants or agreements that
materially and adversely affects the interests of Certificateholders, which, in
either case, continues unremedied for 60 days after the giving of written notice
of such failure or breach to the Servicer by the related Trustee or by the
Holders of Certificates evidencing at least 25% of the Voting Rights for the
45
<PAGE>
applicable Series; and (3) certain events involving insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings regarding the
Servicer.
Except as otherwise specified in the related Prospectus Supplement, so long
as an Event of Default remains unremedied, the Trustee may, and, at the written
direction of the Certificateholders of the applicable Series evidencing greater
than 50% of the Voting Rights for such Series, shall, terminate all of the
rights and obligations of the Servicer under the related Agreement and in and to
the related Contracts and Mortgage Loans and the proceeds thereof, whereupon
(subject to applicable law regarding the Trustee's ability to make advances) the
related Trustee or a successor Servicer will succeed to all the
responsibilities, duties and liabilities of the terminated Servicer under the
Agreement and such successor Servicer will be entitled to similar compensation
arrangements to those provided for the terminated Servicer. In the event that
the Trustee would be obligated to succeed the Servicer but is unwilling or
unable to do so, it may appoint, or petition a court of competent jurisdiction
for the appointment of, a successor Servicer meeting the criteria set forth in
the related Agreement. Pending such appointment, the Trustee is obligated to act
as successor Servicer unless prohibited by law from doing so. The Trustee and
such successor Servicer may agree upon the servicing compensation to be paid,
which in no event may be greater than the compensation paid to the terminated
Servicer under the Agreement.
CERTIFICATEHOLDER RIGHTS
No Certificateholder will have any right under the related Agreement to
institute any proceeding with respect to such Agreement unless such holder
previously has provided the Trustee with written notice of a default thereunder
and unless the holders of Certificates evidencing at least 25% of the Voting
Rights for the applicable Series (a) requested the Trustee in writing to
institute such proceeding in its own name as Trustee and (b) have offered to the
Trustee reasonable indemnity and the Trustee for 15 days has neglected or
refused to institute any such proceeding. The Trustee will be under no
obligation to take any action or to institute, conduct or defend any litigation
under the related Agreement at the request, order or direction of any of the
holders of Certificates, unless such Certificateholders have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which the Trustee may incur.
AMENDMENT
An Agreement may be amended by the Company, the Servicer, and the related
Trustee without the consent of the related Certificateholders, (1) to cure any
ambiguity therein; (2) to correct or supplement any provision therein that may
be inconsistent with any other provision therein; (3) to maintain the REMIC
status of the Trust and to avoid the imposition of certain taxes on any related
REMIC (if applicable); or (4) to make any other provisions with respect to
matters or questions arising under such Agreement that are not covered by such
Agreement, provided that such action will not adversely affect in any material
respect the interests any holder of Certificates of the related Series, as
evidenced by (A) an opinion of counsel independent of the Company, the Servicer
and the Trustee or (B) a letter from each Rating Agency from whom the Company
requested a rating of any of the Certificates of such Series stating that the
proposed amendment will not result in a downgrading of the rating of any of the
Certificates of such Series rated by such Rating Agency. An Agreement may also
be amended by the Company, the Servicer and the related Trustee with the consent
of the related Certificateholders evidencing a majority of the Voting Rights of
each affected Class for the purpose of adding any provisions to, or for the
purpose of eliminating any provisions from, or for the purpose of changing in
any manner any of the provisions of, such Agreement, or for the purpose of
modifying in any manner the rights of the Certificateholders; PROVIDED, HOWEVER,
that no such amendment that (a) reduces in any manner the amount of, or delays
the timing of, any payment received on or with respect to Contracts or Mortgage
Loans which are required to be distributed on any Certificate; (b) otherwise
materially adversely affects the rights of any Certificateholder; or (c) reduces
the percentage of Certificateholders required to consent to any amendment of the
related Agreement, may be effective without the consent of the holder of each
such Certificate.
TERMINATION
The obligations created by each Agreement will terminate upon the date
calculated as specified in the Agreement, generally upon (1) the later of the
final payment or other liquidation of the last Contract or Mortgage Loan subject
thereto and the disposition of all property acquired upon repossession of any
Manufactured Home or foreclosure of (or other realization on) any Mortgage Loan
and (2) the payment to the related Certificateholders of all amounts held by the
Servicer or the Trustee and required to be paid to them pursuant to the
Agreement. In addition, (1) subject to the specifications in the related
Prospectus Supplement, a Trust may be subject to early termination at the option
of the Company, the Servicer or the holders of a majority in interest of any
related Residual Certificates and (2) if so specified in the related Prospectus
Supplement, the Certificates of a Series shall be subject to redemption by the
Company, the Servicer or any other party specified in the related
46
<PAGE>
Prospectus Supplement, as described more fully herein under "Description of the
Certificates -- Optional Redemption or Termination."
CERTAIN LEGAL ASPECTS OF CONTRACTS AND MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of manufactured housing installment sales contracts and mortgage loans.
Because such legal aspects are governed by applicable state law (which laws may
differ substantially from state to state), the summaries do not purport to be
complete or to reflect the laws of any particular state, or to encompass the
laws of all states in which the security for the Contracts or Mortgage Loans is
situated. The summaries are qualified in their entirety by reference to the
applicable federal and state laws governing the Contracts and Mortgage Loans.
Contracts differ from Mortgage Loans in certain material respects. In
general, Contracts may experience a higher level of delinquencies than Mortgage
Loans, because the credit underwriting standards applied to borrowers under
manufactured housing installment sales contracts generally are not as stringent
as those applied to borrowers under many conventional residential first-lien
mortgage loans. See "Underwriting Policies -- Contract Underwriting Guidelines"
herein. In addition, Manufactured Homes generally decline in value over time,
which may not necessarily be the case with respect to the Mortgaged Properties
underlying Mortgage Loans. Consequently, the losses incurred upon repossession
of or foreclosure on Manufactured Homes securing the Contracts may be expected
to be more severe in many cases than the losses that would be incurred upon
foreclosure on Mortgaged Properties securing Mortgage Loans (in each case
measured as a percentage of the outstanding principal balances of the related
Assets). The servicing of manufactured housing installment sales contracts is
generally similar to the servicing of conventional residential mortgage loans,
except that, in general, servicers of manufactured housing installment sales
contracts place greater emphasis on making prompt telephone contact with
delinquent borrowers than is generally customary in the case of the servicing of
conventional residential mortgage loans. See "Sale and Servicing of Contracts
and Mortgage Loans -- Servicing" herein. Realization on defaulted Contracts is
generally accomplished through repossession and subsequent resale of the
underlying Manufactured Homes by or on behalf of the Servicer, as described
below under " -- The Contracts," whereas realization on defaulted Mortgage Loans
is generally accomplished through foreclosure on the underlying Mortgaged
Properties or similar proceedings, as described below under " -- The Mortgage
Loans." Realization on defaulted Land Secured Contracts may involve a
combination of repossession and foreclosure-related procedures. See " -- The
Contracts" below. Certificates evidencing interests in Contracts may also be
subject to other risks that are not present in the case of Certificates
evidencing interests in Mortgage Loans. See "Risk Factors -- 3. Security
Interests in Manufactured Homes," " -- 4. Conveyance of Contracts," and " -- 5.
Lender Regulations" herein.
THE CONTRACTS
GENERAL. As a result of the assignment of the Contracts underlying a Series
to the related Trustee, the related Trust will succeed to all of the rights
(including the right to receive payments on the Contracts), and will assume the
obligations, of the obligee under the Contracts. Each Contract evidences both
(1) the obligation of the Obligor to repay the loan evidenced thereby, and (2)
the grant of a security interest in the related Manufactured Home to secure
repayment of such loan. Certain aspects of both features of the Contracts are
described more fully below.
The Contracts generally are "chattel paper" as defined in the Uniform
Commercial Code (the "UCC") in effect in the states in which the Manufactured
Homes initially were located. Pursuant to the UCC, the sale of chattel paper is
treated in a manner similar to perfection of a security interest in chattel
paper. Under the Agreement, the Servicer will retain possession of the Contracts
as custodian for the Trustee. Because the Servicer is not relinquishing
possession of the Contracts, the Servicer will file a UCC-1 financing statement
in the appropriate recording offices in North Carolina as necessary to perfect
the Trustee's ownership interest in the Contracts. Notwithstanding such filings,
if, through negligence, fraud or otherwise, a subsequent purchaser from the
Company or from a predecessor owner of the Contracts were able to take physical
possession of the Contracts without notice of the assignment of the Contracts to
the Trustee, the Trustee's interest in Contracts could be subordinated to the
interest of such purchaser. To provide a measure of protection against this
possibility, within ten days after the Closing Date, the Contracts will be
stamped or marked otherwise to reflect their assignment from the Company to the
Trustee.
SECURITY INTERESTS IN THE MANUFACTURED HOMES. The Manufactured Homes
securing the Contracts may be located in any or all of the 50 states and the
District of Columbia. The manner in which liens on Manufactured Homes are
"perfected" is governed by applicable state law. In many states ("Title
States"), a lien on a manufactured home may be "perfected" under applicable
motor vehicle titling statutes by notation of the secured party's lien on the
related certificate of title or by delivery of certain required documents and
payment of a fee to the state motor vehicle authority to re-register the home,
depending
47
<PAGE>
upon applicable state law. In some states ("UCC States"), perfection of a lien
on a manufactured home is accomplished pursuant to the provisions of the
applicable UCC by filing UCC-3 financing statements or other appropriate
transfer instruments with all appropriate UCC filing offices. Some states are
both Title States and UCC States. The Company will cause the security interests
created by the Contracts in the related Manufactured Homes to be assigned to the
Trustee on behalf of the Certificateholders. However, because of the expense and
administrative inconvenience involved, neither DFC nor any other Seller are
expected to amend any certificate of title to change the lienholder specified
therein from DFC or such Seller to the Trustee, deliver any documents or pay
fees to re-register any Manufactured Home, or file any UCC transfer instruments,
and neither DFC nor such Seller will deliver any certificate of title to the
Trustee or note thereon the Trustee's interest. In some states, simple
assignment of the security interest created by a Contract in the related
Manufactured Home constitutes an effective conveyance of such security interest
without amendment of any lien noted on the related certificate of title, re-
registration of the underlying home, or filing of any statement under the
applicable UCC, and the assignee succeeds to the seller's rights as the secured
party as to such Manufactured Home. In other states, however, the law is unclear
whether a security interest in a Manufactured Home is effectively assigned in
the absence of an amendment to a certificate of title, re-registration of the
underlying home, or the filing of an appropriate UCC transfer instrument, as
appropriate under applicable state law. In such event, the assignment of the
security interest created by a Contract in the related Manufactured Home may not
be effective against creditors of the Company or the Seller or a trustee in
bankruptcy of the Company or the Seller.
In recent years, manufactured homes have become increasingly large and
often are attached to their sites, without appearing to be readily mobile.
Perhaps in response to these trends, courts in many states have held that
manufactured homes, under certain circumstances, are subject to real estate
title and recording laws. As a result, a security interest created by an
installment sales contract in a manufactured home located in such a state could
be rendered subordinate to the interests of other parties claiming an interest
in the home under applicable state real estate law. In order to perfect a
security interest in a manufactured home under real estate laws, the holder of
the security interest must file either a "fixture filing" under the provisions
of the applicable UCC or a real estate mortgage, deed of trust, deed to secure
debt or security deed, as appropriate under the real estate laws of the state in
which the related home is located (any of the foregoing, a "Mortgage"). These
filings must be made in the real estate records office of the jurisdiction in
which the home is located. Neither DFC nor any other Seller will be required to
make fixture filings or to file Mortgages with respect to any of the
Manufactured Homes (except in the case of Land Secured Contracts, as described
below). Consequently, if a Manufactured Home is deemed subject to real estate
title or recording laws because the owner attaches it to its site or otherwise,
the Trustee's interest therein may be subordinated to the interests of others
that may claim an interest therein under applicable real estate laws.
The Trustee's security interest in a Manufactured Home would be subordinate
to, among others, subsequent purchasers for value of the Manufactured Home and
holders of perfected security interests therein, in either case without notice
of the Trustee's adverse interest in such home. In the absence of fraud, forgery
or affixation of the Manufactured Home to its site by the Manufactured Home
owner, or administrative error by state recording officials, the notation of the
lien of DFC (or another Seller) on the related certificate of title or delivery
of the required documents and fees necessary to register the home in the name of
DFC (or the other Seller) or the public filing of appropriate transfer
instruments reflecting the lien of DFC (or another Seller), in each case as
required under applicable state law, will be sufficient to protect the
Certificateholders against the rights of subsequent purchasers of a Manufactured
Home or subsequent lenders who take a security interest in the Manufactured Home
from anyone other than the entity whose lien is perfected under state law (be it
DFC or another Seller), because they will be on notice of the interest in the
home held by such entity.
Certain of the Contracts ("Land Secured Contracts") will be secured by real
estate as well as a Manufactured Home. The Seller will cause the liens created
by the Land Secured Contracts on the related real estate to be assigned to the
Trustee. The Contract File for each Land Secured Contract will be required to
include an original or a certified copy of the recorded Mortgage relating to
such Contract, together with originals or certified copies of a chain of
recorded assignments of such Mortgage sufficient to reflect the Seller as the
record holder of such Mortgage and the lien it evidences on the related real
estate. Assignments in recordable form for such Mortgages naming the Trustee as
assignee will not be prepared by the Servicer or any Seller. However, the Seller
will deliver to the Trustee a power of attorney entitling the Trustee to
prepare, execute and record such assignments of Mortgages, in the event that
recordation thereof becomes necessary to enable the Servicer to foreclose on the
related real property.
Under the laws of most states, in the event that a manufactured home is
moved to a state other than the state in which it initially is registered, any
perfected security interest in such home would continue automatically for four
months after such relocation, during which time the security interest must be
re-perfected in the new state in order to remain perfected after such four-month
period. Generally, a security interest in such a manufactured home may be
re-perfected after the expiration
48
<PAGE>
of such four-month period, but, for the period between the end of such
four-month period and the date of such re-perfection, the security interest
would be unperfected.
If a Manufactured Home is moved to a UCC State, an appropriate UCC
financing statement generally would have to be filed in such state within the
four-month period after the move in order for the Seller's security interest in
the Manufactured Home to remain perfected continuously. If a Manufactured Home
is moved to a Title State, re-perfection of a security interest in such home
generally would be accomplished by registering the Manufactured Home with the
Title State's motor vehicle authority. In the ordinary course of servicing its
portfolio of manufactured housing installment sales contracts, the Servicer
takes steps to re-perfect its security interests in the related manufactured
homes upon its receipt of notice of registration of such home in a new state
(which it should receive by virtue of the notation of its lien on the original
certificate of title, if the home is moved from a Title State to a Title State)
or of information from a related borrower as to relocation of such home. In some
Title States, the certificate of title to a Manufactured Home (which is required
to be in the Servicer's possession) must be surrendered before the home could be
re-registered; in such states an Obligor could not re-register a Manufactured
Home to a transferee without the Servicer's assistance. In other Title States,
when an Obligor under a Contract sells the related Manufactured Home (if it is
located in a Title State both before and after the sale), the Seller should at
least receive notice of any attempted re-registration thereof because its lien
is noted on the related certificate of title and accordingly should have the
opportunity to require satisfaction of the related Contract before releasing its
lien on the home. If the motor vehicle authority of a Title State to which a
Manufactured Home is relocated or in which a Manufactured Home is located when
it is transferred registers such Manufactured Home in the name of the owner
thereof or such owner's transferee without noting the Seller's lien on the
related certificate of title, whether because (1) such state did not require the
owner to surrender the certificate of title issued prior to the transfer or
issued by the Title State from which such home was moved or failed to notify the
Seller of re-registration and failed to note the Seller's lien on the new
certificate of title issued upon re-registration or (2) such Manufactured Home
was moved from a state that is not a Title State, such re-registration could
defeat the perfection of the Seller's lien in the Manufactured Home. In
addition, re-registration of a Manufactured Home (whether due to a transfer or
relocation thereof) in a state, such as a UCC State, which does not require a
certificate of title for registration of a Manufactured Home, could defeat
perfection of the Seller's lien thereon.
The Seller will be required to report to the Servicer any notice it
receives of any re-registration of a Manufactured Home. Under the Pooling and
Servicing Agreement, the Servicer is obligated to take all necessary steps, at
its own expense, to maintain perfection of the Trustee's security interests in
the Manufactured Homes, to the extent it receives notice of relocation, sale or
re-registration thereof (provided that, as long as Oakwood remains the Servicer,
the Servicer will not be required to cause notations to be made on any
certificate of title or to execute any instrument relating to any Manufactured
Home (other than a notation or a transfer instrument necessary to show DFC (or
another Seller if applicable)) as the lienholder or legal titleholder). However,
the Servicer has no independent obligation to monitor the status of the Seller's
lien on any Manufactured Home.
Under the laws of most states, liens for repairs performed on a
manufactured home and for property taxes on a manufactured home take priority
even over a prior perfected security interest. Such liens could arise at any
time during the term of a Contract. No notice will be given to the Trustee or
Certificateholders in the event such a lien arises.
ENFORCEMENT OF SECURITY INTERESTS IN MANUFACTURED HOMES. The Servicer, on
behalf of the Trustee, to the extent required by the related Agreement, may take
action to enforce the Trustee's security interest with respect to Contracts in
default by repossession and resale of the Manufactured Homes securing such
defaulted Contracts. So long as the manufactured home has not become subject to
the real estate laws of a state, a creditor is entitled, in most states, to
repossess a manufactured home through the voluntary surrender thereof, by
"self-help" repossession that is "peaceful" (I.E., not including any breach of
the peace) or, if the creditor is unable to repossess through either of the
foregoing means, by judicial process. The holder of a Contract must give the
debtor a number of days' notice, which varies depending on the state (usually
ranging from 10 to 30 days depending on applicable state law), prior to
commencement of any repossession action. The UCC and consumer protection laws in
most states place restrictions on repossession sales; among other things, such
laws require prior notice to the debtor and commercial reasonableness in
effecting such a sale. The law in most states also requires that the debtor be
given notice prior to any resale of a repossessed home so that the debtor may
redeem the home at or before such resale. In the event of such repossession and
resale of a Manufactured Home, the Trustee would be entitled to receive the net
proceeds of such resale up to the amount of the Unpaid Principal Balance of the
related Contract plus all accrued and unpaid interest thereon at the related
Contract Rate.
Under applicable laws of most states, a creditor is entitled to obtain a
judgment against a debtor for any deficiency remaining after repossession and
resale of the manufactured home securing such debtor's loan. However, obtaining
and
49
<PAGE>
collecting such deficiency judgments may not be economically feasible. In
addition, some states impose prohibitions or limitations on deficiency
judgments, and certain other statutory provisions, including federal and state
bankruptcy and insolvency laws and general equitable principles, the federal
Soldiers' and Sailors' Civil Relief Act of 1940, as amended (the "Relief Act")
and state laws affording relief to debtors, may interfere with or affect the
ability of a secured lender to repossess and resell collateral or to enforce a
deficiency judgment. For example, in certain proceedings under the federal
Bankruptcy Code, when a court determines that the value of a home is less than
the principal balance of the loan it secures, the court may prevent a lender
from repossessing or foreclosing on the home, and, as part of the debtor's
rehabilitation plan, reduce the amount of the secured indebtedness to the value
of the home as it exists at the time of the proceeding, leaving the lender as a
general unsecured creditor for the difference between that value and the amount
of outstanding indebtedness. A bankruptcy court may grant the debtor a
reasonable time to cure a payment default, and in the case of a manufactured
housing installment sales contract not secured by the debtor's principal
residence, also may reduce the monthly payments due under such contract, change
the rate of interest and alter the repayment schedule. Certain court decisions
have applied such relief to claims secured by the debtor's principal residence.
If a court relieves an Obligor's obligation to repay all or any portion of the
amounts otherwise due on a Contract, the Servicer will not be required to
advance such amounts, and any loss in respect thereof may reduce amounts
available for distribution on the related Certificates.
Under the terms of the federal Relief Act, an Obligor who enters military
service after the origination of such Obligor's Contract (including an Obligor
who is a member of the National Guard or who is in reserve status at the time of
the origination of the Contract and is later called to active duty) may not be
charged interest above an annual rate of 6.00% during the period of such
Obligor's active duty status, unless a court orders otherwise upon application
of the lender. It is possible that such action could have an effect, for an
indeterminate period of time, on the ability of the Servicer to collect full
amounts of interest on certain of the Contracts. Any shortfall in interest
collections resulting from the application of the Relief Act, to the extent not
covered by the subordination of a Class of Subordinated Certificates, could
result in losses to Certificateholders. In addition, the Relief Act imposes
limitations which would impair the ability of the Servicer to repossess or
foreclose on the Manufactured Home securing an affected Contract during the
Obligor's period of active duty status. Thus, in the event that such a Contract
goes into default, there may be delays and losses occasioned by the inability to
liquidate the related Manufactured Home in a timely fashion.
Because of certain requirements of the REMIC Provisions, a Trust as to
which a REMIC election has been made generally must dispose of any related
Manufactured Homes acquired pursuant to repossession, foreclosure, or similar
proceedings within two years after acquisition. Consequently, if the Servicer,
acting on behalf of the Trust, is unable to sell a Manufactured Home in the
course of its ordinary commercial practices within 22 months after its
acquisition thereof (or a longer period as permitted by the Pooling and
Servicing Agreement), the Servicer will auction such home to the highest bidder
(which bidder may be the Servicer) in an auction reasonably designed to produce
a fair price. There can be no assurance that the price for any Manufactured Home
would not be substantially lower than the Unpaid Principal Balance of the
Contract relating thereto. In fact, manufactured homes, unlike site-built homes,
generally depreciate in value, and it has been industry experience that, upon
repossession and resale, the amount recoverable on a manufactured home securing
an installment sales contract is generally lower than the principal balance of
the contract.
FORECLOSURE UNDER REAL PROPERTY LAWS. If a Manufactured Home has become
attached to real estate to a degree such that the home would be treated as real
property under the laws of the state in which it is located, it may not be
legally permissible for the Servicer to repossess the home under the provisions
of the UCC or other applicable personal property laws. If so, the Servicer could
obtain possession of the home only pursuant to real estate mortgage foreclosure
laws. See " -- The Mortgage Loans -- Foreclosure" below. In addition, in order
to realize upon the Real Property securing any Land Secured Contract, the
Servicer must proceed under applicable state real estate mortgage foreclosure
laws. The requirements that the Servicer must meet in order to foreclose on the
Real Property securing a Land Secured Contract, and the restrictions on such
foreclosure, are identical to the requirements and restrictions that would apply
to foreclosure of any Mortgage Loan. For a description of such foreclosure, see
" -- The Mortgage Loans" below. Mortgage foreclosure generally is accomplished
through judicial action, rather than by private action as permitted under
personal property laws, and real estate laws generally impose stricter notice
requirements and require public sale of the collateral. In addition, real estate
mortgage foreclosure is usually far more time-consuming and expensive than
repossession under personal property laws, and applicable real estate law
generally affords debtors many more protections than are provided under personal
property laws. Rights of redemption under real estate laws generally are more
favorable to debtors than they are under personal property laws, and in many
states antideficiency judgment legislation will be applicable in the real estate
foreclosure context even if it would not apply to repossessions under personal
property laws. If real estate laws apply to a Manufactured Home, to the extent
the Seller has not
50
<PAGE>
perfected its security interest in a Manufactured Home under applicable real
estate laws, the Seller's security interest in such Manufactured Home would be
subordinate to a lien on such home recorded pursuant to applicable real estate
laws.
CONSUMER PROTECTION LAWS. The so-called "Holder-in-Due-Course" rule of the
Federal Trade Commission is intended to prevent a seller of goods pursuant to a
consumer credit contract (and certain related lenders and assignees) from
transferring such contract free of claims by the debtor thereunder against the
seller. The effect of this rule is to subject the assignee of a consumer credit
contract to all claims and defenses that the debtor could have asserted against
the seller under the contract. Assignee liability under this rule (which would
be applicable to the Trust, as assignee of the Contracts) is limited to amounts
paid by the debtor under the assigned contract; however, a borrower also may
assert the rule to set off remaining amounts due under such a contract as a
defense against a claim brought by the assignee of such contract against such
borrower. Numerous other federal and state consumer protection laws impose
requirements applicable to the origination and lending pursuant to the
Contracts, including the Truth in Lending Act, the Federal Trade Commission Act,
the Magnuson-Moss Warranty -- Federal Trade Commission Improvement Act, the Fair
Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Debt Collection
Practices Act and the Uniform Consumer Credit Code. The failure of the
originator of a Contract to have complied with the provisions of some of these
laws may result in liability of the related Trust to the Obligor thereunder or
in a reduction of the amount payable under such Contract. However, each Seller
(a) will be required to represent and warrant that each Contract it sells to the
Company complied, at the time of its origination, with all requirements of law
and (b) will be required to make certain representations and warranties as to
each Contract to be included in an Asset Pool concerning the validity,
existence, perfection and priority of its security interest in each underlying
Manufactured Home as of the related Cut-off Date. A breach of any such
representation or warranty that materially and adversely affects a Trust's
interest in any Contract would create an obligation on the part of the related
Seller to use its best efforts to cure such breach to the satisfaction of the
Trustee or to repurchase such Contract. Nevertheless, this requirement may not
eliminate the Trust's liability to an Obligor.
TRANSFERS OF MANUFACTURED HOMES; ENFORCEABILITY OF "DUE-ON-SALE" CLAUSES.
The Contracts, in general, prohibit the sale or transfer of the related
Manufactured Homes without the consent of the Servicer and permit the
acceleration of the maturity of the Contracts by the Servicer upon any such sale
or transfer to which consent has not been obtained. Except as otherwise
specified in the related Prospectus Supplement, the Servicer will act in
accordance with its customary underwriting procedures and with the terms of the
related Pooling and Servicing Agreement in determining whether to permit such
transfers in respect of Contracts included in an Asset Pool. The Servicer will
require, among other things, a satisfactory credit review of any person
proposing to assume any Contract. If the Servicer permits an assumption of a
Contract, no material term of the Contract (including the interest rate or the
remaining term to maturity of the Contract) may be modified unless the Servicer
has received an opinion of independent counsel to the effect that such
modification will not be treated, for federal income tax purposes, as an
acquisition of the modified Contract by the Trust in exchange for the unmodified
Contract on the date the modification occurs. In certain cases, a delinquent
borrower may transfer his or her manufactured home in order to avoid a
repossession proceeding with respect to such manufactured home.
APPLICABILITY OF USURY LAWS. Title V of the Depository Institutions
Deregulation and Monetary Control Act of 1980, as amended ("Title V"), provides,
subject to certain conditions described in the next sentence, that state usury
limitations shall not apply to any loan that is secured by a first lien on
certain kinds of manufactured housing. The Contracts would be covered under
Title V if they satisfy certain conditions governing, among other things, the
terms of any prepayments, late charges and deferral fees and requiring 30 days'
prior notice before the institution of any action leading to repossession of or
foreclosure with respect to the related manufactured home.
Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting a law or constitutional provision which expressly
rejects application of the federal law before April 1, 1983. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where
Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.
The Servicer will represent that all of the Contracts comply with applicable
usury laws.
THE MORTGAGE LOANS
GENERAL. Mortgage Loans as described herein are distinct from Land Secured
Contracts (which are discussed above under " -- The Contracts -- Foreclosure
under Real Property Laws"). A Mortgage Loan is secured by a Mortgaged Property
on which a one- to four-family residential structure is located, whereas a Land
Secured Contract is secured primarily by a Manufactured Home and is secured only
secondarily by a parcel of Real Property.
51
<PAGE>
The Mortgage Loans will be secured by either first mortgages, deeds of
trust, deeds to secure debt or security deeds (any of the foregoing, a
"Mortgage"), depending upon the prevailing practice in the state in which the
underlying Mortgaged Property is located. A mortgage creates a lien upon the
real property described in the mortgage. There are two parties to a mortgage:
the mortgagor, who is the obligor, and the mortgagee, who is the lender. Under a
first mortgage, the mortgagor delivers to the mortgagee a note or bond
evidencing the loan and the mortgage. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties; the borrower, a lender as
beneficiary, and a third-party grantee called the trustee. Under a deed of
trust, the borrower grants the property, irrevocably until the debt is paid, in
trust, generally with a power of sale, to the trustee to secure payment of the
loan. The trustee's authority under a deed of trust and the mortgagee's
authority under a mortgage are governed by the express provisions of the deed of
trust or mortgage, applicable law, and, in some cases, with respect to the deed
of trust, the directions of the beneficiary.
FORECLOSURE. Foreclosure of a mortgage is generally accomplished by
judicial action. Generally, the action is initiated by the service of legal
pleadings upon all parties having an interest of record in the Mortgaged
Property. Delays in completion of the foreclosure occasionally may result from
difficulties in locating necessary parties. When the mortgagee's right to
foreclosure is contested, the legal proceedings necessary to resolve the issue
can be time-consuming. After the completion of a judicial foreclosure
proceeding, the court may issue a judgment of foreclosure and appoint a receiver
or other officer to conduct the sale of the property. In some states, mortgages
may also be foreclosed by advertisement, pursuant to a power of sale provided in
the mortgage. Foreclosure of a mortgage by advertisement is essentially similar
to foreclosure of a deed of trust by non-judicial power of sale as discussed
below.
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the related note or the deed of trust. In certain
states, such foreclosure also may be accomplished by judicial action in the
manner provided for foreclosure of mortgages. In some states, the trustee must
record a notice of default and send a copy to the borrower-trustor and to any
person who has recorded a request for a copy of a notice of default and notice
of sale. In addition, the trustee must provide notice in some states to any
other individual having an interest of record in the underlying real property,
including any junior lienholders. If the deed of trust is not reinstated within
any applicable cure period, a notice of sale must be posted in a public place
and, in most states, must be published for a specified period of time in one or
more newspapers. In addition, some state laws require that a copy of the notice
of sale be posted on the property and sent to all parties having an interest of
record in the property. In some states, the borrower has the right to reinstate
the loan at any time following default until shortly before the trustee's sale.
See " -- Rights of Reinstatement and Redemption" below.
In the case of foreclosure under either a mortgage or a deed of trust, the
sale by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
not common for a third party to purchase the property at the foreclosure sale.
Rather, the lender generally purchases the property from the trustee or receiver
for an amount which may be as great as (but is more often somewhat less than)
the unpaid principal amount of the note, accrued and unpaid interest and the
expenses of foreclosure. Thereafter, subject to the right of the obligor in some
states to remain in possession during the redemption period, the lender will
assume the burdens of ownership, including obtaining hazard insurance and making
such repairs at its own expense as are necessary to render the property suitable
for sale. The lender commonly will obtain the services of a real estate broker
and pay the broker a commission in connection with the sale of the property.
Depending upon market conditions, the ultimate proceeds of the sale of the
property may not equal the lender's investment in the property. Any loss with
respect to a Mortgage Loan may be reduced by the receipt of mortgage insurance
proceeds. See "The Trusts -- Insurance -- Credit Insurance" and "The
Trusts -- Insurance -- Hazard Insurance" herein.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve obligors from the legal
effect of defaults under the loan documents. Examples of judicial remedies that
may be fashioned include judicial requirements that the lender undertake
affirmative actions to determine the causes for the obligor's default and the
likelihood that the obligors will be able to reinstate the loan. In some cases,
courts have required lenders to reinstate loans or recast payment schedules to
accommodate obligors who are suffering temporary financial disabilities. In some
cases, courts have limited the right of a lender to foreclose if the default
under the related mortgage instrument is not monetary, such as a default arising
from the obligor's failure to maintain the property adequately or the obligor's
executing a second mortgage or deed of trust affecting the property. In other
cases, some courts have been faced with the issue whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that obligors under deeds of trust receive notices in addition to
statutorily-prescribed minimum requirements. For the most part, these cases have
upheld state statutory notice provisions as being reasonable or have found that
the sale by a trustee under a deed of trust or
52
<PAGE>
under a mortgage having a power of sale does not involve sufficient state action
to afford constitutional protections to the obligor.
RIGHTS OF REINSTATEMENT AND REDEMPTION. In some states, an obligor, or any
other person having a junior encumbrance on the related real estate, may, during
a reinstatement or redemption period, cure an obligor default by paying the
entire amount in arrears plus certain of the costs and expenses incurred by or
on behalf of the lender in attempting to enforce the obligor's obligation.
Certain state laws control the amount of foreclosure expenses and costs,
including attorneys' fees, which may be recovered by a lender. In some states,
an obligor under a mortgage loan has the right to reinstate the loan at any time
following default until shortly before the foreclosure sale.
In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the related obligor and certain foreclosed junior lienors are given a
statutory period in which to redeem the related property from the foreclosure
sale. In certain other states, this right of redemption applies only to sale
following judicial foreclosure, and not to sale pursuant to a non-judicial power
of sale. In most states where the right of redemption is available, statutory
redemption may occur upon payment of the foreclosure purchase price, accrued
interest and taxes. The effect of a right of redemption is to diminish the
ability of the lender to sell the foreclosed property that it purchased. The
exercise of a right of redemption would defeat the title of any purchaser at a
foreclosure sale, or of any purchaser from the lender subsequent to its purchase
of the related property at a judicial foreclosure sale or sale under a deed of
trust. Consequently, the practical effect of the redemption right is to force
the lender (or other purchaser of property at a foreclosure sale) to maintain
the property and pay the expenses of ownership until the redemption period has
run.
ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS. Certain
states have imposed statutory restrictions that limit the remedies of a
beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against a borrower following foreclosure on the related
property or sale of the related property under a deed of trust. A deficiency
judgment is a personal judgment against the obligor equal in most cases to the
difference between the amount due to the lender and the greater of the net
amount realized upon the foreclosure sale or the market value of the related
mortgaged property.
Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the obligor.
In certain other states, the lender has the option of bringing a personal action
against the obligor on the debt without first exhausting such security; however,
in some of these states, the lender, following judgment on such personal action,
may be deemed to have elected a remedy and may be precluded from exercising
other remedies with respect to such security. Consequently, the practical effect
of the election requirement, when applicable, is that lenders will usually
proceed first against the security for a mortgage or deed of trust rather than
bringing a personal action against the obligor.
Other statutory provisions may limit any deficiency judgment against the
former obligor under a mortgage loan following a foreclosure sale to the excess
of the outstanding debt over the fair market value of the property at the time
of such sale. The purpose of these statutes is to prevent a beneficiary or a
mortgagee from obtaining a large deficiency judgment against the former obligor
as a result of low or no bids at the foreclosure sale or sale pursuant to a deed
of trust.
In some states, exceptions to the anti-deficiency statutes are provided in
certain instances where the value of the lender's security has been impaired by
acts or omissions of the obligor, for example, in the event of waste of the
property by the obligor.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal and state
bankruptcy and insolvency laws and general equitable principles, the federal
Relief Act and state laws affording relief to debtors, may interfere with or
affect the ability of a secured mortgage lender to realize upon its security.
For example, in certain proceedings under the federal Bankruptcy Code, when a
court determines that the value of a home is less than the principal balance of
the loan it secures, the court may prevent a lender from foreclosing on the
home, and, as part of the debtor's rehabilitation plan, reduce the amount of the
secured indebtedness to the value of the home as it exists at the time of the
proceeding, leaving the lender as a general unsecured creditor for the
difference between that value and the amount of outstanding indebtedness. A
bankruptcy court may grant the debtor a reasonable time to cure a payment
default, and in the case of a mortgage loan not secured by the debtor's
principal residence, also may reduce the monthly payments due under such
mortgage loan, change the rate of interest and alter the mortgage loan repayment
schedule. Certain court decisions have applied such relief to claims secured by
the debtor's principal residence. If a court relieves an Obligor's obligation to
repay all or any portion of the amounts otherwise due on a Mortgage Loan, the
Servicer will not be required to
53
<PAGE>
advance such amounts, and any loss in respect thereof may reduce amounts
available for distribution on the related Certificates.
Under the terms of the federal Relief Act, an obligor who enters military
service after the origination of such obligor's Mortgage Loan (including an
obligor who is a member of the National Guard or who is in reserve status at the
time of the origination of the Mortgage Loan and is later called to active duty)
may not be charged interest above an annual rate of 6.00% during the period of
such obligor's active duty status, unless a court orders otherwise upon
application of the lender. It is possible that such action could have an effect,
for an indeterminate period of time, on the ability of the Servicer to collect
full amounts of interest on certain of the Mortgage Loans. Any shortfall in
interest collections resulting from the application of the Relief Act, to the
extent not covered by the subordination of a Class of Subordinated Certificates,
could result in losses to Certificateholders. In addition, the Relief Act
imposes limitations which would impair the ability of the Servicer to foreclose
on an affected Mortgage Loan during the obligor's period of active duty status.
Thus, in the event that such a Mortgage Loan goes into default, there may be
delays and losses occasioned by the inability to liquidate the related Mortgaged
Property in a timely fashion.
The Internal Revenue Code of 1986, as amended (the "Code") and the laws of
some states provide priority to certain tax liens over the lien of a mortgage or
deed of trust. Numerous federal and some state consumer protection laws impose
substantive requirements upon mortgage lenders in connection with the
origination, servicing and the enforcement of mortgage loans. These laws include
the federal Truth in Lending Act, Real Property Settlement Procedures Act, Equal
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act, and
related statutes and regulations. These federal laws and state laws impose
specific statutory liabilities upon lenders who originate or service mortgage
loans and who fail to comply with the provisions of the law. In some cases, this
liability may affect the lender's assignees as to the mortgage loans.
"DUE ON SALE" CLAUSES. The forms of note, mortgage and deed of trust
relating to conventional Mortgage Loans may contain a "due-on-sale" clause
permitting acceleration of the maturity of a loan if the Mortgagor transfers its
interest in the underlying property. In recent years, court decisions and
legislative actions placed substantial restrictions on the right of lenders to
enforce such clauses in many states. However, effective October 15, 1982,
Congress enacted the Garn-St Germain Act, which purports to pre-empt state laws
that prohibit the enforcement of "due-on-sale" clauses and provides, among other
things, that "due-on-sale" clauses in certain loans (which loans include the
Conventional Mortgage Loans) made after the effective date of the Garn-St
Germain Act are enforceable, within certain limitations as set forth in the
Garn-St Germain Act and the regulations promulgated thereunder.
By virtue of the Garn-St Germain Act, the Servicer may generally be
permitted to accelerate any conventional Mortgage Loan which contains a
"due-on-sale" clause upon transfer by the Obligor of an interest in the property
subject to the related mortgage or deed of trust. With respect to any Mortgage
Loan secured by a residence occupied or to be occupied by the mortgagor, this
ability to accelerate will not apply to certain types of transfers, including
(1) the granting of a leasehold interest which has a term of three years or less
and which does not contain an option to purchase; (2) a transfer to a family
relative resulting from the death of a mortgagor, or a transfer where the spouse
or child(ren) becomes an owner of the property in each case where the
transferee(s) will occupy the property; (3) a transfer resulting from a decree
of dissolution of marriage, legal separation agreement or from an incidental
property settlement agreement by which the spouse of the mortgagor becomes an
owner of the property; (4) the creation of a lien or other encumbrance
subordinate to the lender's security instrument which does not relate to a
transfer of rights of occupancy in the property (provided that such lien or
encumbrance is not created pursuant to a contract for deed); (5) a transfer by
devise, descent or operation of law on the death of a joint tenant or tenant by
the entirety; and (6) other transfers as set forth in the Garn-St Germain Act
and the regulations thereunder. FHA and VA loans do not contain "due-on-sale"
clauses. See "Maturity and Prepayment Considerations" herein.
ADJUSTABLE RATE ASSETS. The laws of certain states may provide that
mortgage notes relating to adjustable rate loans are not negotiable instruments
under the UCC. In such event, the Trustee under a deed of trust arrangement will
not be deemed to be a "holder in due course" within the meaning of the UCC and
may take such a mortgage note subject to certain restrictions on its ability to
foreclose on the related Mortgaged Property and to certain contractual defenses
available to the related Obligor.
ENVIRONMENTAL CONSIDERATIONS
Real property pledged as security to a lender may be subject to certain
environmental risks. Under the laws of certain states, contamination of a
property may give rise to a lien on the property to secure recovery of the costs
of clean-up. In several states, such a lien has priority over the lien of an
existing mortgage against such property. In addition, under the laws of some
states and under the federal Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as
54
<PAGE>
amended ("CERCLA"), a lender may be liable, as an "owner" or "operator," for
costs of addressing releases or threatened releases of hazardous substances that
require remedy at a property securing a mortgage loan owned by such lender, if
agents or employees of the lender have become sufficiently involved in the
operations of the related obligor, regardless of whether or not the
environmental damage or threat was caused by such lender's obligor or by a prior
owner. A lender also risks such liability arising out of foreclosure of a
mortgaged property securing a mortgage loan owned by such lender. Until recent
legislation was adopted, it was uncertain what actions could be taken by a
secured lender in the event of a loan default without it incurring exposure
under CERCLA in the event the property was environmentally contaminated. The
Asset Conservation, Lender Liability and Deposit Insurance Act of 1996 (the
"1996 Lender Liability Act") provides for a safe harbor for secured lenders from
CERCLA liability even though the lender forecloses and sells the real estate
securing the loan, provided the secured lender sells "at the earliest
practicable, commercially reasonable time, at commercially reasonable terms,
taking into account market conditions and legal and regulatory requirements."
Although the 1996 Lender Liability Act provides significant protection to
secured lenders, it has not been construed by the courts, and there are
circumstances in which actions taken could expose a secured lender to CERCLA
liability. And, the transferee from the secured lender is not entitled to the
protections enjoyed by a secured lender. Thus, contamination may decrease the
amount that prospective buyers are willing to pay for an Asset and, thus,
decrease the likelihood that a Trust will recover fully on the Asset through
foreclosure.
Application of environmental laws other than CERCLA could also result in
the imposition of liability on lenders for costs associated with environmental
hazards. The most significant of these other laws is the Resource Conservation
and Recovery Act of 1976, as amended ("RCRA"), and state regulatory programs
implemented thereunder. Subtitle I of RCRA imposes cleanup liabilities on owners
or operators of underground storage tanks. Some states also impose similar
liabilities on owners and operators of aboveground storage tanks. The definition
of "owner" under RCRA Subtitle I contains a security interest exemption nearly
identical to the CERCLA security interest exemption. However, as with CERCLA
costs, it is possible that such costs, if imposed in connection with a Mortgage
Loan or a Land Secured Contract included in a Trust Estate, could become a
liability of the related Trust in certain circumstances.
At the time the Mortgage Loans or Land Secured Contracts underlying a
Series were originated, it is possible that no environmental assessment or a
very limited environmental assessment of the related Mortgaged Properties or
Real Properties was conducted. No representations or warranties are made by the
Seller of Mortgage Loans or Contracts (including Land Secured Contracts) as to
the absence or effect of hazardous wastes or hazardous substances on any of the
related Mortgaged Properties or Real Properties. In addition, the Servicer has
not made any representations or warranties or assumed any liability with respect
to the absence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property or Real Property or any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on any Mortgaged Property
or Real Property, and any loss or liability resulting from the presence or
effect of such hazardous wastes or hazardous substances will reduce the amounts
otherwise available to pay to the holders of the related Certificates.
Pursuant to the Standard Terms, the Servicer is not required to foreclose
on any Mortgaged Property or Real Property if one of its principal officers has
actual knowledge that such property is contaminated with or affected by
hazardous wastes or hazardous substances. If the Servicer does not foreclose on
the Mortgaged Property underlying a defaulted Mortgage Loan or the Real Property
securing a Land Secured Contract, the amounts otherwise available to pay to the
holders of the Certificates may be reduced. The Servicer will not be liable to
the holders of the Certificates if it fails to foreclose on a Mortgaged Property
or Real Property that it believes may be so contaminated or affected, even if
such Mortgaged Property or Real Property is, in fact, not so contaminated or
affected. Similarly, the Servicer will not be liable to the holders of any
Certificates if the Servicer forecloses on a Mortgaged Property or Real Property
and takes title to a Mortgaged Property or Real Property that is so contaminated
or affected.
ENFORCEABILITY OF CERTAIN PROVISIONS
The standard forms of Contract, Note, mortgage and deed of trust used by
the originators of Contracts and Mortgage Loans may contain provisions
obligating the Obligor to pay a late charge if payments are not timely made and
in some circumstances may provide for prepayment fees or penalties if the
obligation is paid prior to maturity. In certain states, there are or may be
specific limitations upon late charges which a lender may collect from a
borrower for delinquent payments. Certain states also limit the amounts that a
lender may collect from a borrower as an additional charge if the loan is
prepaid. Under each Agreement, late charges and prepayment fees on Assets in the
related Trust Estate (to the extent permitted by law and not waived by the
Servicer) will be retained by the Servicer as additional servicing compensation.
55
<PAGE>
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of each
Series of Certificates will be used to purchase the Contracts and Mortgage Loans
related to such Series or to reimburse the amounts previously used to effect
such a purchase, the costs of carrying such Contracts and Mortgage Loans until
the sale of the related Certificates and other expenses connected with pooling
the Contracts and Mortgage Loans and issuing the Certificates.
THE COMPANY
Deutsche Financial Capital Securitization LLC (the "Company") was organized
in the State of North Carolina on March 31, 1997 as a limited purpose finance
subsidiary of Deutsche Financial Capital I Corp., a North Carolina corporation
(the "Manager"), and Deutsche Financial Capital Limited Liability Company, a
North Carolina limited liability company ("DFC"). The Manager is a subsidiary
owned in equal shares by Oakwood Acceptance Corporation, a North Carolina
corporation, and Deutsche Financial Services Corporation, a Nevada corporation.
DFC is a joint venture of Oakwood Acceptance Corporation and Deutsche Financial
Services Corporation. The Manager manages the business operations of the
Company, and each of the Manager's officers are also officers of either Oakwood
Acceptance Corporation or Deutsche Financial Services Corporation. The Company
maintains its principal office at 7800 McCloud Road, Greensboro, North Carolina
27409-9634. Its telephone number is (910) 664-2400.
Oakwood Homes Corporation ("Oakwood Homes"), which was founded in 1946,
designs, manufactures and markets manufactured homes and finances the majority
of its sales. Oakwood Homes operates five manufacturing plants in North
Carolina, four in Georgia, three in Texas, and one each in California, Colorado,
Oregon and Tennessee. Oakwood Homes' manufactured homes are sold at retail
through over 260 owned and operated sales centers located primarily in the
southeastern and southwestern United States and to selected independent
retailers located primarily in the western and southern United States. Oakwood
Homes also earns commissions on insurance written for its customers.
Deutsche Financial Services Corporation is a financial services company
that provides a full range of financing and servicing solutions that facilitate
the product distribution and sales process. Programs include inventory
financing, accounts receivable financing, traditional asset-based financing,
non-funded service programs, retail financing, commercial end-user financing and
related services. Deutsche Financial Services Corporation provides its programs
and services to dealers, distributors and manufacturers of consumer and other
durable goods. Industries served by Deutsche Financial Services Corporation
include, but are not limited to: computers and related products, manufactured
housing, recreation vehicles, boats and motors, consumer electronics,
appliances, keyboards and other musical instruments, industrial, transportation
and agricultural equipment, office automation products, snowmobiles and
motorcycles. Deutsche Financial Services Corporation operates in the United
States and through affiliates in Canada, Europe and Puerto Rico. Deutsche
Financial Services Corporation (which was formerly known as ITT Commercial
Finance Corp.) is an indirect, wholly-owned subsidiary of Deutsche Bank AG.
Deutsche Bank AG is the largest banking institution in the Federal Republic of
Germany, with total assets at December 31, 1996 of $570 billion. The Deutsche
Bank Group has operations in 65 countries and employs over 70,000 people. With a
presence in all of the world's major financial centers, the Deutsche Bank Group
offers a full range of financial services including private banking, commercial
and institutional banking, and investment banking through Deutsche Morgan
Grenfell Inc.
As described herein under "The Trusts," "Underwriting Policies," and "Sale
and Servicing of Contracts and Mortgage Loans -- Representations and
Warranties," the only obligations, if any, of the Company with respect to a
Series of Certificates may be pursuant to certain limited representations and
warranties and limited undertakings to repurchase or substitute Contracts or
Mortgage Loans under certain circumstances. The Company will have no ongoing
servicing obligations or responsibilities with respect to any Asset Pool. The
Company does not have, nor is it expected in the future to have, any significant
assets.
The Company will not insure or guarantee the Certificates of any Series.
THE SERVICER
Oakwood Acceptance Corporation ("Oakwood" or, in its capacity as servicer,
the "Servicer") was incorporated in 1984 in the State of North Carolina as a
wholly-owned subsidiary of Oakwood Homes. Oakwood is primarily engaged in the
business of underwriting, originating, pooling, selling and servicing
installment sales contracts for the sale of manufactured housing. Oakwood's
principal offices are located at 7800 McCloud Road, Greensboro, North Carolina
27409-9634 (telephone 910/664-2500).
56
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of the
Certificates offered hereunder. The summary is based upon laws, regulations,
rulings, and decisions now in effect, all of which are subject to change.
Because REMIC status may be elected with respect to certain Series of
Certificates, the discussion includes a summary of the federal income tax
consequences to holders of REMIC Certificates.
The discussion does not purport to deal with the federal income tax
consequences to all categories of investors (such as banks, insurance companies
and foreign investors), some of which may be subject to special rules. The
discussion focuses primarily on investors who will hold the Certificates as
"capital assets" (generally, property held for investment) within the meaning of
section 1221 of the Code, although much of the discussion is applicable to other
investors as well. Investors should note that, although final regulations under
the REMIC Provisions have been issued by the Treasury, no currently effective
regulations or other administrative guidance has been issued with respect to
certain provisions of the Code that are or may be applicable to
Certificateholders, particularly the provisions dealing with market discount and
stripped debt instruments. Although the Treasury recently issued final
regulations dealing with original issue discount and premium, those regulations
do not address directly the treatment of Regular Certificates and certain other
types of Certificates. Furthermore, the REMIC Provisions do not address all of
the issues that arise in connection with the formation and operation of a REMIC.
Hence, definitive guidance cannot be provided with respect to many aspects of
the tax treatment of Certificateholders. Moreover, this summary and the opinion
referred to below is based on current law, and there can be no assurance that
the law will not change or that the Internal Revenue Service (the "Service")
will not take positions that would be materially adverse to investors. Finally,
the summary does not purport to address the anticipated state income tax
consequences to investors of owning and disposing of the Certificates.
Consequently, investors should consult their own tax advisors in determining the
federal, state, local, and any other tax consequences to them of the purchase,
ownership, and disposition of the Certificates.
GENERAL
Many aspects of the federal income tax treatment of the Certificates of a
particular Series will depend upon whether an election is made to treat the
Trust, or one or more segregated Asset Pools thereof, as a Series REMIC. The
Prospectus Supplement for each Series will indicate whether a REMIC election or
elections will be made with respect to the related Trust Estate and, if such an
election or elections are to be made, will identify all "regular interests" and
the "residual interest" in each Series REMIC. For each Series with respect to
which one or more REMIC elections are to be made, Hunton & Williams, counsel to
the Company, will deliver a separate opinion generally to the effect that,
assuming timely filing of the REMIC election or elections and compliance with
the related Pooling and Servicing Agreement and certain other documents
specified in the opinion, the Trust (or one or more segregated Asset Pools
thereof) will qualify as one or more Series REMICs. For each Series with respect
to which a REMIC election is not to be made, Hunton & Williams will deliver a
separate opinion generally to the effect that, assuming compliance with the
Pooling and Servicing Agreement and certain other documents, the Trust will be
treated as a grantor trust under subpart E, Part I of subchapter J of the Code
and not as an association taxable as a corporation. Those opinions will be based
on existing law and there can be no assurance that the law will not change or
that contrary positions will not be taken by the Service.
REMIC CERTIFICATES
REMIC Certificates will be classified as either Regular Certificates, which
generally are treated as debt for federal income tax purposes, or Residual
Certificates, which generally are not treated as debt for such purposes, but
rather as representing rights and responsibilities with respect to the taxable
income or loss of the related Series REMIC. The Prospectus Supplement for each
Series of Certificates will indicate whether one or more REMIC elections will be
made for that Series and which of the Certificates of such Series will be
designated as Regular Certificates, and which will be designated as Residual
Certificates.
REMIC Certificates held by a REIT will qualify as "real estate assets"
within the meaning of section 856(c)(5)(A) of the Code, and interest on such
Certificates will be considered Qualifying REIT Interest, in the same proportion
that the assets of the related Series REMIC would qualify as real estate assets
for REIT purposes. Similarly, REMIC Certificates held by a Thrift Institution
taxed as a "domestic building and loan association" will-qualify as a "loan
secured by an interest in real property," for purposes of the qualification
requirements of domestic building and loan associations set forth in section
7701(a)(19) of the Code, in the same proportion that the assets of the related
Series REMIC would so qualify. However, if 95% or more of the assets of a given
Series REMIC constitute real estate assets for REIT purposes, the REMIC
Certificates
57
<PAGE>
issued by such REMIC will be treated entirely as such assets and 100% of the
interest income derived from such REMIC will be treated as Qualifying REIT
Interest. Similarly, if 95% or more of the assets of a given Series REMIC
constitute qualifying real property loans and loans secured by interests in real
property, the REMIC Certificates will be treated entirely as such assets for
purposes of the special bad debt reserve deduction and the qualification
requirements of domestic building and loan associations, respectively. REMIC
Regular and Residual Certificates held by a financial institution to which
Section 585 of the Code applies will be treated as evidences of indebtedness for
purposes of Section 582(c)(1) of the Code. The Regular Certificates generally
will be "qualified mortgages" within the meaning of Section 860G(a)(3) of the
Code with respect to other REMICs. Effective September 1, 1997, Regular
Certificates held by a financial asset securitization investment trust (a
"FASIT") will qualify for treatment as "permitted assets" within the meaning of
Section 860L(c)(1)(G) of the Code. In the case of a Series for which two or more
REMICs will be created, all such Series REMICs will be treated as a single REMIC
for purposes of determining the extent to which the related Certificates and the
income thereon will be treated as qualifying assets and income for such
purposes. However, REMIC Certificates will not qualify as "Government
securities" for either REIT or RIC qualification purposes.
TAX TREATMENT OF REGULAR CERTIFICATES
Payments received by holders of Regular Certificates generally should be
accorded the same tax treatment under the Code as payments received on other
taxable corporate debt instruments. Except as described below for Regular
Certificates issued with original issue discount or acquired with market
discount or premium, interest paid or accrued on a Regular Certificate will be
treated as ordinary income to the Certificateholder and a principal payment on
such Certificate will be treated as a return of capital to the extent that the
Certificateholder's basis in the Certificate is allocable to that payment.
Holders of REMIC Regular or Residual Certificates must report income from such
Certificates under an accrual method of accounting, even if they otherwise would
have used the cash receipts and disbursements method. The Tax Administrator, the
Servicer or the Trustee will report annually to the Service and to
Certificateholders of record with respect to interest paid or accrued and
original issue discount, if any, accrued on the Certificates.
Under temporary Treasury regulations, holders of Regular Certificates
issued by "single-class REMICs" who are individuals, trusts, estates, or
pass-through entities in which such investors hold interests may be required to
recognize certain amounts of income in addition to interest and discount income.
A single-class REMIC, in general, is a REMIC that (i) would be classified as an
investment trust in the absence of a REMIC election or (ii) is substantially
similar to an investment trust. Under the temporary Treasury regulations, each
holder of a regular or residual interest in a single-class REMIC is allocated
(i) a share of the REMIC's "allocable investment expenses" (I.E., expenses
normally allowable under section 212 of the Code, which may include servicing
and administrative fees and insurance premiums) and (ii) a corresponding amount
68 of additional income. Section 67 of the Code permits an individual, trust or
estate to deduct miscellaneous itemized expenses (including expenses allowable
under section 212 of the Code) only to the extent that such expenses, in the
aggregate, exceed 2% of its adjusted gross income. Consequently, an individual,
trust or estate that holds a regular interest in a single-class REMIC (either
directly or through a pass-through entity) will recognize additional income with
respect to such regular interest to the extent that its share of allocable
investment expenses, when combined with its other miscellaneous itemized
deductions for the taxable year, fails to exceed 2% of its adjusted gross
income. Any such additional income will be treated as interest income. In
addition, Code section 68 provides that the amount of itemized deductions
otherwise allowable for the taxable year for an individual whose adjusted gross
income exceeds the applicable amount ($100,000, or $50,000 in the case of a
separate return by a married individual within the meaning of Code section 7703
for taxable year 1991 and adjusted for inflation each year thereafter) will be
reduced by the lesser of (i) 3% of the excess of adjusted gross income over the
applicable amount, or (ii) 80% of the amount of itemized deductions otherwise
allowable for such taxable year. The amount of such additional taxable income
recognized by holders who are subject to the limitations of either section 67 or
section 68 of the Code may be substantial and may reduce or eliminate the
after-tax yield to such holders of an investment in the Certificates of an
affected Series. Where appropriate, the Prospectus Supplement for a particular
Series will indicate that the holders of Certificates of such Series may be
required to recognize additional income as a result of the application of the
limitations of either section 67 or section 68 of the Code. Non-corporate
holders of Regular Certificates evidencing an interest in a single-class REMIC
also should be aware that miscellaneous itemized deductions, including allocable
investment expenses attributable to such REMIC, are not deductible for purposes
of the alternative minimum tax.
ORIGINAL ISSUE DISCOUNT
Certain Classes of Regular Certificates may be issued with "original issue
discount" within the meaning of section 1273(a) of the Code. In general, such
original issue discount will equal the difference between the "stated redemption
price at
58
<PAGE>
maturity" of the Regular Certificate (generally, its principal amount) and its
issue price. Holders of Regular Certificates as to which there is original issue
discount should be aware that they generally must include original issue
discount in income for federal income tax purposes on an annual basis under a
constant yield accrual method that reflects compounding. In general, original
issue discount is treated as ordinary interest income and must be included in
income in advance of the receipt of the cash to which it relates.
The amount of original issue discount required to be included in the income
of the holder of a Regular Certificate in any taxable year will be computed in
accordance with section 1272(a)(6) of the Code, which provides rules for the
accrual of original issue discount under a constant yield method for certain
debt instruments, such as the Regular Certificates, that are subject to
prepayment by reason of the prepayment of the underlying obligations. Under
section 1272(a)(6), the amount and rate of accrual of original issue discount on
a Regular Certificate generally is calculated based on (i) a single constant
yield to maturity and (ii) the Pricing Prepayment Assumptions. No regulatory
guidance currently exists under Code section 1272(a)(6). Accordingly, until the
Treasury issues guidance to the contrary, the Tax Administrator will, except as
otherwise provided herein, base its computations on Code section 1272(a)(6), the
OID Regulations, and certain other guidance, all as described below. There can
be no assurance, however, that the methodology described below represents the
correct manner of calculating original issue discount on the Regular
Certificates. The Tax Administrator will account for income on certain Regular
Certificates that provide for one or more contingent payments as described
herein under "Federal Income Tax Consequences -- REMIC Certificates -- Interest
Weighted Certificates and Non-VRDI Certificates." Prospective purchasers should
be aware that neither the Company, any Servicer, nor the Trustee will make any
representation that the Assets underlying a Series will in fact prepay at a rate
conforming to the Pricing Prepayment Assumptions or at any other rate.
The amount of original issue discount on a Regular Certificate equals the
excess, if any, of the Certificate's "stated redemption price at maturity" over
its "issue price." Under the OID Regulations, a debt instrument's stated
redemption price at maturity is the sum of all payments of principal and
interest provided for on the instrument other than Qualified Stated Interest
(I.E., the sum of its Deemed Principal Payments). Thus, in the case of any
Regular Certificate, the stated redemption price at maturity will equal the
total amount of all Deemed Principal Payments due on that Certificate. Since a
Certificate that is part of an Accretion Class generally will not require
unconditional payments of interest at least annually, the stated redemption
price at maturity of such a Certificate will equal the aggregate of all payments
due, whether designated as principal, accrued interest, or current interest. The
issue price of a Regular Certificate generally will equal the initial price at
which a substantial amount of such Certificates is sold to the public.
Although the OID Regulations contain an aggregation rule (the "Aggregation
Rule"), under which two or more debt instruments issued in connection with the
same transaction (or related transactions in certain circumstances) generally
are treated as a single debt instrument for federal income tax accounting
purposes if issued by a single issuer to a single holder, that Rule does not
apply if the debt instruments are part of an issue (i) a substantial portion of
which is traded on an established market or (ii) a substantial portion of which
is issued for cash (or property traded on an established market) to parties who
are not related to the issuer or holder and who do not purchase other debt
instruments of the same issuer in connection with the same transaction or
related transactions. In most cases, the Aggregation Rule will not apply to
Regular Certificates of different Classes because one or both of the exceptions
to the Aggregation Rule will have been met. Although the Tax Administrator will
apply the Aggregation Rule to all regular interests in a Series REMIC that are
held by another REMIC created with respect to the same Series, it generally will
not apply the Aggregation Rule to Regular Certificates for purposes of reporting
to Certificateholders.
Under a DE MINIMIS rule, a Regular Certificate will be considered to have
no original issue discount if the amount of original issue discount on the
Certificate is less than 0.25% of the Certificate's stated redemption price at
maturity multiplied by the Certificate's WAM. Although no Treasury regulations
have been issued under the relevant provisions of the 1986 Act, it is expected
that the WAM of a Regular Certificate will be computed using the Pricing
Prepayment Assumptions. The holder of a Regular Certificate will include DE
MINIMIS original issue discount in income on a pro rata basis as stated
principal payments on the Certificate are received or, if earlier, upon
disposition of the Certificate, unless the holder of such Certificate makes the
All OID Election.
Regular Certificates of certain Series may constitute Teaser Certificates.
Under certain circumstances, a Teaser Certificate may be considered to have a DE
MINIMIS amount of original issue discount even though the amount of original
issue discount on such Certificate would be more than DE MINIMIS if determined
as described above. If the stated interest on a Teaser Certificate would be
Qualified Stated Interest but for the fact that during one or more accrual
periods its interest rate is below the rate applicable for the remainder of its
term, the amount of original issue discount on such Certificate that is measured
against the DE MINIMIS amount of original issue discount allowable on the
Certificate is the greater of (i) the excess
59
<PAGE>
of the stated principal amount of the Certificate over its issue price and (ii)
the amount of interest that would be necessary to be payable on the Certificate
in order for all stated interest to be Qualified Stated Interest.
The holder of a Regular Certificate generally must include in gross income
the sum, for all days during his taxable year on which he holds the Regular
Certificate, of the "daily portions" of the original issue discount on such
Certificate. In the case of an original holder of a Regular Certificate, the
daily portions of original issue discount with respect to such Certificate
generally will be determined by allocating to each day in any accrual period the
Certificate's ratable portion of the excess, if any, of (i) the sum of (a) the
present value of all payments under the Certificate yet to be received as of the
close of such period and (b) the amount of any Deemed Principal Payments
received on the Certificate during such period over (ii) the Certificate's
"adjusted issue price" at the beginning of such period. The present value of
payments yet to be received on a Regular Certificate is computed by using the
Pricing Prepayment Assumptions and the Certificate's original yield to maturity
(adjusted to take into account the length of the particular accrual period), and
taking into account Deemed Principal Payments actually received on the
Certificate prior to the close of the accrual period. The adjusted issue price
of a Regular Certificate at the beginning of the first accrual period is its
issue price. The adjusted issue price at the beginning of each subsequent period
is the adjusted issue price of the Certificate at the beginning of the preceding
period increased by the amount of original issue discount allocable to that
period and decreased by the amount of any Deemed Principal Payments received
during that period. Thus, an increased (or decreased) rate of prepayments
received with respect to a Regular Certificate will be accompanied by a
correspondingly increased (or decreased) rate of recognition of original issue
discount by the holder of such Certificate.
The yield to maturity of a Regular Certificate is calculated based on (i)
the Pricing Prepayment Assumptions and (ii) any contingencies not already taken
into account under the Pricing Prepayment Assumptions that, considering all of
the facts and circumstances as of the issue date, are more likely than not to
occur. Contingencies, such as the exercise of "mandatory redemptions," that are
taken into account by the parties in pricing the Regular Certificate typically
will be subsumed in the Pricing Prepayment Assumptions and thus will be
reflected in the Certificate's yield to maturity. The Tax Administrator's
determination of whether a contingency relating to a Class of Regular
Certificates is more likely than not to occur is binding on each holder of a
Certificate of such Class unless the holder explicitly discloses on its federal
income tax return that its determination of the yield and maturity of such
Certificate is different from that of the Tax Administrator.
In many cases, Regular Certificates will be subject to optional redemption
before their stated maturity dates. Under the OID Regulations, any party
entitled to redeem Certificates will be presumed to exercise its option to
redeem for purposes of computing the accrual of original issue discount if, and
only if, by using the optional redemption date as the maturity date and the
optional redemption price as the stated redemption price at maturity, the yield
to maturity of the Certificates is lower than it would be if the Certificates
were not redeemed early. If a party entitled to do so is presumed to exercise
its option to redeem the Certificates, original issue discount on such
Certificates will be calculated as if the redemption date were the maturity date
and the optional redemption price were the stated redemption price at maturity.
In cases in which all of the Certificates of a particular Series are issued at
par or at a discount, the Certificates will not be presumed to have been
redeemed because a redemption would not lower the yield to maturity of the
Certificates. If, however, some Certificates of a particular Series are issued
at a premium, a party entitled to redeem Certificates may be able to lower the
yield to maturity of the Certificates by exercising its redemption option. In
determining whether such a party will be presumed to exercise its option to
redeem Certificates when one or more Classes of the Certificates is issued at a
premium, the Tax Administrator will take into account all Classes of
Certificates that are subject to the possibility of optional redemption to the
extent that they are expected to remain outstanding as of the optional
redemption date, based on the Pricing Prepayment Assumptions. If, determined on
a combined weighted average basis, the Certificates of such Classes were issued
at a premium, the Tax Administrator will presume that a party entitled to redeem
such Certificates will exercise its option to do so. However, the OID
Regulations are unclear as to how the redemption presumption rules should apply
to instruments such as the Certificates, and there can be no assurance that the
Service will agree with the Tax Administrator's position.
Under the OID Regulations, the holder of a Regular Certificate generally
may make an All OID Election to include in gross income all stated interest,
original issue discount, DE MINIMIS original issue discount, market discount,
and DE MINIMIS market discount that accrues on such Certificate (reduced by any
amortizable premium or acquisition premium on such Certificate) under the
constant yield method used to account for original issue discount. To make an
All OID Election, the holder of the Certificate must attach a statement to its
timely filed federal income tax return for the taxable year in which the holder
acquired the Certificate. The statement must identify the instruments to which
the election applies. An All OID Election is irrevocable unless the holder
obtains the consent of the Service. If an All OID Election is made for a debt
instrument with market discount, the holder is deemed to have made an election
to include in income currently the market discount on all of the holder's other
debt instruments with market discount, as described below under "Federal Income
Tax Consequences -- REMIC Certificates -- Tax Treatment of Regular
Certificates -- Market Discount." In addition, if an All OID Election is
60
<PAGE>
made for a debt instrument with amortizable premium, the holder is deemed to
have made an election to amortize the premium on all of the holder's other debt
instruments with amortizable premium under the constant yield method. See
"Federal Income Tax Consequences -- REMIC Certificates -- Tax Treatment of
Regular Certificates -- Amortizable Premium" below. Certificateholders should be
aware that the law is unclear as to whether an All OID Election is effective for
Interest Weighted Certificates or Non-VRDI Certificates. See "Federal Income Tax
Consequences -- REMIC Certificates -- Tax Treatment of Regular
Certificates -- Interest Weighted Certificates and Non-VRDI Certificates" below.
A Regular Certificate having original issue discount may be acquired in a
transaction subsequent to its issuance for more than its adjusted issue price.
If the subsequent holder's adjusted basis in such a Regular Certificate,
immediately after its acquisition, exceeds the sum of all Deemed Principal
Payments to be received on the Certificate after the acquisition date, the
Certificate will no longer have original issue discount, and the holder may be
entitled to reduce the amount of interest income recognized on the Certificate
by the amount of amortizable premium. See "Federal Income Tax
Consequences -- REMIC Certificates -- Tax Treatment of Regular
Certificates -- Amortizable Premium" below. If the subsequent holder's adjusted
basis in the Certificate immediately after the acquisition exceeds the adjusted
issue price of the Certificate, but is less than or equal to the sum of the
Deemed Principal Payments to be received under the Certificate after the
acquisition date, the amount of original issue discount on the Certificate will
be reduced by a fraction, the numerator of which is the excess of the
Certificate's adjusted basis immediately after its acquisition over the adjusted
issue price of the Certificate and the denominator of which is the excess of the
sum of all Deemed Principal Payments to be received on the Certificate after the
acquisition date over the adjusted issue price of the Certificate. For that
purpose, the adjusted basis of a Regular Certificate generally is reduced by the
amount of any Qualified Stated Interest that is accrued but unpaid as of the
acquisition date. Alternatively, the subsequent purchaser of a Regular
Certificate having original issue discount may make an All OID Election with
respect to the Certificate.
If the First Distribution Period with respect to a Regular Certificate
contains more days than the number of days of stated interest that are payable
on the first Distribution Date, the effective interest rate received by the
holder of such Certificate during the first Distribution Period will be less
than the Certificate's stated interest rate, making such Certificate a Teaser
Certificate. If the amount of original issue discount on the Teaser Certificate
measured under the expanded DE MINIMIS test described above exceeds the DE
MINIMIS amount of original issue discount allowable on the Certificate, the
amount by which the stated interest on the Certificate exceeds the interest that
would be payable on the Certificate at the effective rate of interest for the
First Distribution Period would be treated as part of the Certificate's stated
redemption price at maturity. Accordingly, the holder of a Teaser Certificate
may be required to recognize ordinary income arising from original issue
discount in addition to any Qualified Stated Interest that accrues in a period.
Similarly, if the First Distribution Period with respect to a Regular
Certificate is shorter than the interval between subsequent Distribution Dates,
and the holder of such Certificate receives interest on the first Distribution
Date based on a full accrual period, the effective rate of interest payable on
such Certificate during the First Distribution Period will be higher than the
stated rate of interest on such Certificate, making such Certificate a Rate
Bubble Certificate. A Rate Bubble Certificate that otherwise bears Qualified
Stated Interest would be issued with original issue discount unless the
Pre-Issuance Accrued Interest Rule applies or the amount of original issue
discount on the Certificate is DE MINIMIS. The amount of original issue discount
on a Rate Bubble Certificate attributable to the First Distribution Period would
be the amount by which the interest payment due on the first Distribution Date
exceeds the amount that would have been payable had the effective rate for that
Period been equal to the stated interest rate. However, if a portion of the
initial purchase price of a Rate Bubble Certificate is allocable to Pre-Issuance
Accrued Interest and such Certificate provides for a payment of stated interest
on the first payment date within one year of its issue date that equals or
exceeds the amount of such Pre-Issuance Accrued Interest, the Tax Administrator
will apply the Pre-Issuance Accrued Interest Rule to such Certificate. Under the
Pre-Issuance Accrued Interest Rule, the Tax Administrator will (i) subtract from
the issue price of a Rate Bubble Certificate an amount of Pre-Issuance Accrued
Interest equal to the excess of (a) the amount of stated interest paid on the
Certificate on the first Distribution Date over (b) the portion of such interest
that is economically allocable to the period after the issue date, which
generally should be an amount equal to the stated interest rate on the
Certificate expressed as a daily percentage times the number of days in the
first payment period (i.e., from the issue date to the first payment date) times
the Certificates initial principal amount and (ii) treat a portion of the
interest received on the first Distribution Date with respect to such
Certificate as a return of the Pre-Issuance Accrued Interest excluded from the
issue price of such Certificate rather than as a payment on the Certificate.
Thus, where the Pre-Issuance Accrued Interest Rule applies, a Rate Bubble
Certificate will not have original issue discount attributable to the First
Distribution Period, provided that the increased effective interest rate for
that Period is attributable solely to Pre-Issuance Accrued Interest, as
typically will be the case. The Tax Administrator will apply the Pre-Issuance
Accrued Interest Rule as described above to each Rate Bubble Certificate for
which it is available if the Certificate's
61
<PAGE>
stated interest otherwise would be Qualified Stated Interest. If, however, the
First Distribution Period for a Rate Bubble Certificate is longer than
subsequent Distribution Periods, the application of the Pre-Issuance Accrued 72
Interest Rule typically will not prevent disqualification of the Certificate's
stated interest because its effective interest rate during the First
Distribution Period will be less than its stated interest rate. Thus, a Regular
Certificate with a long First Distribution Period typically will be a Teaser
Certificate, as discussed above. The Pre-Issuance Accrued Interest Rule will not
apply to any amount paid at issuance for such a Teaser Certificate that is
nominally allocable to interest accrued under the terms of such Certificate
before its issue date. All amounts paid for such a Teaser Certificate at
issuance, regardless of how designated, will be included in the issue price of
such Certificate for federal income tax accounting purposes.
It is not entirely clear how income should be accrued with respect to
Interest Weighted Certificates. Unless and until the Service provides contrary
administrative guidance on the income tax treatment of an Interest Weighted
Certificate, the Tax Administrator will take the position that an Interest
Weighted Certificate does not bear Qualified Stated Interest, and will account
for the income thereon as described in "Federal Income Tax Consequences -- REMIC
Certificates -- Interest Weighted Certificates and Non-VRDI Certificates"
herein. Some Interest Weighted Certificates may be Superpremium Certificates.
Superpremium Certificates technically are issued with amortizable premium.
However, because of their close similarity to other Interest Weighted
Certificates it appears more appropriate to account for Superpremium
Certificates in the same manner as for other Interest Weighted Certificates.
Consequently, in the absence of further administrative guidance, the Tax
Administrator will account for Superpremium Certificates in the same manner as
other Interest Weighted Certificates. However, there can be no assurance that
the Service will not assert a position contrary to that taken by the Tax
Administrator, and, therefore, holders of Superpremium Certificates should
consider making a protective election to amortize premium on such Certificates.
In view of the complexities and current uncertainties as to the manner of
inclusion in income of original issue discount on the Regular Certificates, each
investor should consult its own tax advisor to determine the appropriate amount
and method of inclusion in income of original issue discount on such
Certificates for federal income tax purposes.
VARIABLE RATE CERTIFICATES
Under the OID Regulations, a Variable Rate Certificate will qualify as a
VRDI Certificate only if (i) the Certificate is not issued at an Excess Premium;
(ii) stated interest on the Certificate compounds or is payable unconditionally
at least annually at (a) one or more "qualified floating rates," (b) a single
fixed rate and one or more qualified floating rates, (c) a single "objective
rate," or (d) a single fixed rate and a single objective rate that is a
"qualified inverse floating rate"; and (iii) the qualified floating rate or the
objective rate in effect during an accrual period is set at a current value of
that rate (i.e., the value of the rate on any day occurring during the interval
that begins three months prior to the first day on which that value is in effect
under the Certificate and ends one year following that day). VRDI Certificates
are subject to the rules applicable to VRDIs in the OID Regulations that are
described below.
Under the OID Regulations, a rate is a qualified floating rate if
variations in the rate reasonably can be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the debt
instrument is denominated. A qualified floating rate may measure contemporaneous
variations in borrowing costs for the issuer of the debt instrument or for
issuers in general. A multiple of a qualified floating rate is considered a
qualified floating rate only if the rate is equal to either (a) the product of a
qualified floating rate and a fixed multiple that is greater than zero but not
more than 1.35 or (b) the product of a qualified floating rate and a fixed
multiple that is greater than zero but not more than 1.35, increased or
decreased by a fixed rate. If a Regular Certificate provides for two or more
qualified floating rates that reasonably can be expected to have approximately
the same values throughout the term of such Certificate, the qualified floating
rates together will constitute a single qualified floating rate. Two or more
qualified floating rates conclusively will be presumed to have approximately the
same values throughout the term of a Certificate if the values of all rates on
the issue date of such Certificate are within 25 basis points of each other.
A variable rate will be considered a qualified floating rate if it is
subject to a Cap, Floor, Governor, or other similar restriction only if: (a) the
Cap, Floor, or Governor is fixed throughout the term of the related Certificate
or (b) the Cap, Floor, Governor, or similar restriction is not reasonably
expected, as of the issue date, to cause the yield on the Certificate to be
significantly less or significantly more than the expected yield on such
Certificate determined without such Cap, Floor, Governor, or similar
restriction, as the case may be. Although the OID Regulations are unclear, it
appears that a VRDI Certificate, the principal rate on which is subject to a
Cap, Floor, or Governor that itself is a qualified floating rate, bears interest
at an objective rate.
62
<PAGE>
Under final Treasury regulations issued on June 12, 1996, an objective rate
is a rate (other than a qualified floating rate) that (i) is determined using a
single fixed formula, (ii) is based on objective financial or economic
information, and (iii) is not based on information that either is within the
control of the issuer (or a related party) or is unique to the circumstances of
the issuer (or related party), such as dividends, profits, or the value of the
issuer's (or related party's) stock. That definition is broader than the former
definition of objective rate set forth in the OID Regulations and would include,
in addition to a rate that is based on one or more qualified floating rates or
on the yield of actively traded personal property, a rate that is based on
changes in a general inflation index. In addition, a rate would not fail to be
an objective rate merely because it is based on the credit quality of the
issuer.
Under the OID Regulations, if interest on a Certificate is stated at a
fixed rate for an initial period of less than one year followed by a variable
rate that is either a qualified floating rate or an objective rate for a
subsequent period, and the value of the variable rate on the issue date is
intended to approximate the fixed rate, the fixed rate and the variable rate
together constitute a single qualified floating rate or objective rate. A
variable rate conclusively will be presumed to approximate an initial fixed rate
if the value of the variable rate on the issue date does not differ from the
value of the fixed rate by more than 25 basis points.
Under the OID Regulations, all interest payable on a Single Rate VRDI
Certificate is treated as Qualified Stated Interest. The amount and accrual of
OID on a Single Rate VRDI Certificate is determined, in general, by converting
such Certificate into a hypothetical fixed rate certificate and applying the
rules applicable to fixed rate certificates described under "Federal Income Tax
Consequences -- REMIC Certificates -- Original Issue Discount" above to such
hypothetical fixed rate certificate. Qualified Stated Interest or original issue
discount allocable to an accrual period with respect to a Single Rate VRDI
Certificate also must be increased (or decreased) if the interest actually
accrued or paid during such accrual period exceeds (or is less than) the
interest assumed to be accrued or paid during such accrual period under the
related hypothetical equivalent fixed rate certificate.
Except as provided below, the amount and accrual of OID on a Multiple Rate
VRDI Certificate is determined by converting such Certificate into a
hypothetical equivalent fixed rate certificate that has terms that are identical
to those provided under the Multiple Rate VRDI Certificate, except that such
hypothetical equivalent fixed rate certificate will provide for fixed rate
substitutes in lieu of the qualified floating rates or objective rate provided
for under the Multiple Rate VRDI Certificate. A Multiple Rate VRDI Certificate
providing for a qualified floating rate or rates or a qualified inverse floating
rate is converted to a hypothetical equivalent fixed rate certificate by
assuming that each qualified floating rate or the qualified inverse floating
rate will remain at its value as of the issue date. A Multiple Rate VRDI
Certificate providing for an objective rate or rates is converted to a
hypothetical equivalent fixed rate certificate by assuming that each objective
rate will equal a fixed rate that reflects the yield that reasonably is expected
for such Multiple Rate VRDI Certificate. Qualified Stated Interest or original
issue discount allocable to an accrual period with respect to a Multiple Rate
VRDI Certificate must be increased (or decreased) if the interest actually
accrued or paid during such accrual period exceeds (or is less than) the
interest assumed to be accrued or paid during such accrual period under the
related hypothetical equivalent fixed rate certificate.
Under the OID Regulations, the amount and accrual of OID on a Multiple Rate
VRDI Certificate that provides for stated interest at either one or more
qualified floating rates or at a qualified inverse floating rate and in addition
provides for stated interest at a single fixed rate (other than an initial fixed
rate that is intended to approximate the subsequent variable rate), is
determined using the method described in the preceding paragraph except that
prior to its conversion to a hypothetical equivalent fixed rate certificate,
such Multiple Rate VRDI Certificate is treated as if it provided for a qualified
floating rate (or a qualified inverse floating rate) rather than the fixed rate
during the period in which the fixed rate applies. The qualified floating rate
(or qualified inverse floating rate) replacing the fixed rate must be such that
the fair market value of the Multiple Rate VRDI Certificate as of its issue date
would be approximately the same as the fair market value of an otherwise
identical debt instrument that provides for the qualified floating rate (or
qualified inverse floating rate), rather than the fixed rate.
It is not entirely clear how income should be accrued with respect to
Weighted Average Certificates. Under the OID Regulations, Weighted Average
Certificates relating to a Trust (or a designated Asset Pool thereof) whose
Assets are exclusively Adjustable Rate Assets appear to bear interest at an
objective rate provided the Adjustable Rate Assets themselves bear interest at
qualified floating rates. However, Weighted Average Certificates relating to a
Trust (or a designated Asset Pool thereof) whose Assets do not bear interest at
qualified floating rates (I.E., NOWA Certificates), do not bear interest at an
objective or a qualified floating rate and, consequently, do not qualify as VRDI
Certificates described above. Accordingly, unless and until the Service provides
contrary administrative guidance on the income tax treatment of NOWA
Certificates, the Tax Administrator will treat such Certificates as debt
obligations that provide for one or more contingent payments, and
63
<PAGE>
will account for the income thereon as described in "Federal Income Tax
Consequences -- REMIC Certificates -- Interest Weighted Certificates and
Non-VRDI Certificates" below.
Under the OID Regulations, Inverse Floater Certificates generally bear
interest at objective rates because their rates either constitute qualified
inverse floating rates under those Regulations or, although not qualified
floating rates themselves, are based on one or more qualified floating rates.
Consequently, if such Certificates are not issued at an Excess Premium and their
interest rates otherwise meet the test for Qualified Stated Interest, the income
on such Certificates will be accounted for under the rules applicable to VRDI
Certificates described above. However, an Inverse Floater Certificate may have
an interest rate parameter equal to the weighted average of the interest rates
on some or all of the Assets of the related Trust (or designated Asset Pool
thereof) in a case where one or more of the interest rates on such Assets is a
fixed rate or otherwise may not qualify as a VRDI Certificate. Unless and until
the Service provides contrary administrative guidance on the income tax
treatment of such Inverse Floater Certificates, the Tax Administrator will treat
such Certificates as debt obligations that provide for one or more contingent
payments, and will account for the income thereon as described in "Federal
Income Tax Consequences -- REMIC Certificates -- Interest Weighted Certificates
and Non-VRDI Certificates" below.
INTEREST WEIGHTED CERTIFICATES AND NON-VRDI CERTIFICATES
The treatment of a NOWA Certificate, a Variable Rate Certificate that is
issued at an Excess Premium, any other Variable Rate Certificate that does not
qualify as a VRDl Certificate (each a Non-VRDI Certificate) or an Interest
Weighted Certificate is unclear under current law. The OID Regulations contain
provisions (the "Contingent Payment Regulations") that address the federal
income tax treatment of debt obligations that provide for one or more contingent
payments ("Contingent Payment Obligations").
Under the Contingent Payment Regulations, any variable rate debt instrument
that is not a VRDI is classified as a Contingent Payment Obligation. However,
the Contingent Payment Regulations, by their terms, do not apply to REMIC
regular interests and other instruments that are subject to section 1272(a)(6)
of the Code. In the absence of further guidance, the Tax Administrator will
account for Non-VRDI Certificates, Interest Weighted Certificates, and other
Regular Certificates that are Contingent Payment Obligations in accordance with
Code section 1272(a)(6) and the accounting methodology described in this
paragraph. Income will be accrued on such Certificates based on a constant yield
that is derived from a projected payment schedule as of the Closing Date. The
projected payment schedule will take into account the Pricing Prepayment
Assumptions and the interest payments that are expected to be made based on the
value of any relevant indices 75 on the issue date. To the extent that actual
payments differ from projected payments for a particular taxable year,
appropriate adjustments to interest income and expense accruals will be made for
that year. In the case of a Weighted Average Certificate, the projected payment
schedule will be derived based on the assumption that the principal balances of
the Assets that collateralize the Certificate pay down pro rata.
The method described in the foregoing paragraph for accounting for Interest
Weighted Certificates, Non-VRDI Certificates, and any other Regular Certificates
that are Contingent Payment Obligations is consistent with Code section
1272(a)(6) and the legislative history thereto. Because of the uncertainty with
respect to the treatment of such Certificates under the OID Regulations,
however, there can be no assurance that the Service will not assert successfully
that a method less favorable to Certificateholders should apply. In view of the
complexities and the current uncertainties as to income inclusions with respect
to Non-VRDI Certificates, Interest Weighted Certificates and any other Regular
Certificates that are Contingent Payment obligations, each investor should
consult his or her own tax advisor to determine the appropriate amount and
method of income inclusion on such Certificates for federal income tax purposes.
ANTI-ABUSE RULE
Concerned that taxpayers might be able to structure debt instruments or
transactions, or apply the bright-line or mechanical rules of the OID
Regulations, in a way that produces unreasonable tax results, the Treasury
issued regulations containing an anti-abuse rule. These regulations provide that
if a principal purpose in structuring a debt instrument, engaging in a
transaction, or applying the OID Regulations is to achieve a result that is
unreasonable in light of the purposes of the applicable statutes, the Service
can apply or depart from the OID Regulations as necessary or appropriate to
achieve a reasonable result. A result is not considered unreasonable under the
regulations, however, in the absence of a substantial effect on the present
value of a taxpayer's tax liability.
64
<PAGE>
MARKET DISCOUNT
A subsequent purchaser of a Regular Certificate at a discount from its
outstanding principal amount (or, in the case of a Regular Certificate having
original issue discount, its "adjusted issue price") will acquire such
Certificate with market discount. The purchaser generally will be required to
recognize the market discount (in addition to any original issue discount
remaining with respect to the Certificate) as ordinary income. A person who
purchases a Regular Certificate at a price lower than the remaining outstanding
Deemed Principal Payments but higher than its adjusted issue price does not
acquire the Certificate with market discount, but will be required to report
original issue discount, appropriately adjusted to reflect the excess of the
price paid over the adjusted issue price. See "Federal Income Tax
Consequences -- REMIC Certificates -- Original Issue Discount" above. A Regular
Certificate will not be considered to have market discount if the amount of such
market discount is DE MINIMIS, I.E., less than the product of (i) 0.25% of the
remaining principal amount (or, in the case of a Regular Certificate having
original issue discount, the adjusted issue price of such Certificate),
multiplied by (ii) the WAM of the Certificate remaining after the date of
purchase. Regardless of whether the subsequent purchaser of a Regular
Certificate with more than a DE MINIMIS amount of market discount is a
cash-basis or accrual-basis taxpayer, market discount generally will be taken
into income as principal payments (including, in the case of a Regular
Certificate having original issue discount, any Deemed Principal Payments) are
received, in an amount equal to the lesser of (i) the amount of the principal
payment received or (ii) the amount of market discount that has "accrued" (as
described below), but that has not yet been included in income. The purchaser
may make a Current Recognition Election, which generally will apply to all
market discount instruments held or acquired by the purchaser in the taxable
year of election or thereafter, to recognize market discount currently on an
uncapped accrual basis. The Service has indicated in Revenue Procedure 92-67 the
manner in which a Current Recognition Election may be made. The purchaser also
may make an All OID Election with respect to a Regular Certificate purchased
with market discount. See "Federal Income Tax Consequences -- REMIC
Certificates -- Original Issue Discount" above.
Until the Treasury promulgates applicable regulations, the purchaser of a
Regular Certificate with market discount generally may elect to accrue the
market discount either: (i) on the basis of a constant interest rate; (ii) in
the case of a Regular Certificate not issued with original issue discount, in
the ratio of stated interest payable in the relevant period to the total stated
interest remaining to be paid from the beginning of such period; or (iii) in the
case of a Regular Certificate issued with original issue discount, in the ratio
of original issue discount accrued for the relevant period to the total
remaining original issue discount at the beginning of such period. The Service
indicated in Revenue Ruling 92-67 the manner in which an election may be made to
accrue market discount on a Regular Certificate on the basis of a constant
interest rate. Regardless of which computation method is elected, the Pricing
Prepayment Assumptions must be used to calculate the accrual of market discount.
A Certificateholder who has acquired any Regular Certificate with market
discount generally will be required to treat a portion of any gain on a sale or
exchange of the Certificate as ordinary income to the extent of the market
discount accrued to the date of disposition under one of the foregoing methods,
less any accrued market discount previously reported as ordinary income as
partial principal payments were received. Moreover, such Certificateholder
generally must defer interest deductions attributable to any indebtedness
incurred or continued to purchase or carry the Certificate to the extent they
exceed income on the Certificate. Any such deferred interest expense, in
general, is allowed as a deduction not later than the year in which the related
market discount income is recognized. If a holder of a Regular Certificate makes
a Current Recognition Election or an All OID Election, the interest deferral
rule will not apply. Under the Contingent Payment Regulations, a secondary
market purchaser of a Non-VRDI Certificate or an Interest Weighted Certificate
at a discount generally would continue to accrue interest and determine
adjustments on such Certificate based on the original projected payment schedule
devised by the issuer of such Certificate. See "Federal Income Tax
Consequences -- REMIC Certificates -- Original Issue Discount -- Interest
Weighted Certificates and Non-VRDI Certificates" herein. The holder of such a
Certificate would be required, however, to allocate the difference between the
adjusted issue price of the Certificate and its basis in the Certificate as
positive adjustments to the accruals or projected payments on the Certificate
over the remaining term of the Certificate in a manner that is reasonable (E.G.,
based on a constant yield to maturity).
Treasury regulations implementing the market discount rules have not yet
been issued, and uncertainty exists with respect to many aspects of those rules.
For example, the treatment of a Regular Certificate subject to optional
redemption that is acquired at a market discount is unclear. It appears likely,
however, that the market discount rules applicable in such a case would be
similar to the rules pertaining to original issue discount. Due to the
substantial lack of regulatory guidance with respect to the market discount
rules, it is unclear how those rules will affect any secondary market that
develops for a given Class of Regular Certificates. Prospective investors in
Regular Certificates should consult their own tax advisors regarding the
application of the market discount rules to those certificates.
65
<PAGE>
AMORTIZABLE PREMIUM
A purchaser of a Regular Certificate who purchases the Certificate at a
premium over the total of its Deemed Principal Payments may elect to amortize
such premium under a constant yield method that reflects compounding based on
the interval between payments on the Certificates. The legislative history of
the 1986 Act indicates that premium is to be accrued in the same manner as
market discount. Accordingly, it appears that the accrual of premium on a
Regular Certificate will be calculated using the Pricing Prepayment Assumptions.
Under the Code, except as otherwise provided in Treasury regulations issued,
amortized premium would be treated as an offset to interest income on a Regular
Certificate and not as a separate deduction item. If a holder makes an election
to amortize premium on a Regular Certificate, such election will apply to all
taxable debt instruments (including all REMIC regular interests) held by the
holder at the beginning of the taxable year in which the election is made, and
to all taxable debt instruments acquired thereafter by such holder, and will be
irrevocable without the consent of the Service. Purchasers who pay a premium for
the Regular Certificates should consult their tax advisors regarding the
election to amortize premium and the method to be employed.
Amortizable premium on a Regular Certificate that is subject to redemption
at the option of the Company generally must be amortized as if the optional
redemption price and date were the Certificate's principal amount and maturity
date if doing so would result in a smaller amount of premium amortization during
the period ending with the optional redemption date. Thus, a Certificateholder
would not be able to amortize any premium on a Regular Certificate that is
subject to optional redemption at a price equal to or greater than the
Certificateholder's acquisition price unless and until the redemption option
expires. In cases where premium must be amortized on the basis of the price and
date of an optional redemption, the Certificate will be treated as having
matured on the redemption date for the redemption price and then having been
reissued on that date for that price. Any premium remaining on the Certificate
at the time of the deemed reissuance will be amortized on the basis of (i) the
original principal amount and maturity date or (ii) the price and date of any
succeeding optional redemption, under the principles described above. Under the
Contingent Payment Regulations, a secondary market purchaser of a Non-VRDI
Certificate or an Interest Weighted Certificate at a premium generally would
continue to accrue interest and determine adjustments on such Certificate based
on the original projected payment schedule devised by the issuer of such
Certificate. See "Federal Income Tax Consequences -- REMIC
Certificates -- Interest Weighted Certificates and Non-VRDI Certificates"
herein. The holder of such a Certificate would be required, however, to allocate
the difference between its basis in the Certificate and the adjusted issue price
of the Certificate as negative adjustments to the accruals or projected payments
on the Certificate over the remaining term of the Certificate in a manner that
is reasonable (E.G., based on a constant yield to maturity).
CONSEQUENCES OF REALIZED LOSSES
Under section 166 of the Code, both corporate holders of Regular
Certificates and noncorporate holders that acquire Regular Certificates in
connection with a trade or business should be allowed to deduct, as ordinary
losses, any losses sustained during a taxable year in which their Regular
Certificates become wholly or partially worthless as the result of one or more
Realized Losses on the underlying Assets. However, a noncorporate holder that
does not acquire a Regular Certificate in connection with its trade or business
will not be entitled to deduct a loss under Code section 166 until its Regular
Certificate becomes wholly worthless (I.E., until its outstanding principal
balance has been reduced to zero), and the loss will be characterized as
short-term capital loss.
Each holder of a Regular Certificate will be required to accrue original
issue discount income with respect to such Certificate without giving effect to
any reduction in distributions attributable to a default or delinquency on the
underlying Assets until a Realized Loss is allocated to such Certificate or
until such earlier time as it can be established that any such reduction
ultimately will not be recoverable. As a result, the amount of original issue
discount reported in any period by the holder of a Regular Certificate could
exceed significantly the amount of economic income actually realized by the
holder in such period. Although the holder of a Regular Certificate eventually
will recognize a loss or a reduction in income attributable to previously
included original issue discount that, as a result of a Realized Loss,
ultimately will not be realized, the law is unclear with respect to the timing
and character of such loss or reduction in income. Accordingly, holders of
Regular Certificates should consult with their own tax advisors with respect to
the federal income tax consequences of Realized Losses on original issue
discount.
The Tax Administrator will adjust the accrual of original issue discount on
Regular Certificates in a manner that it believes to be appropriate to reflect
Realized Losses. However, there can be no assurance that the Service will not
contend successfully that a different method of accounting for the effect of
Realized Losses is correct and that such method will not have an adverse effect
upon the holders of Regular Certificates.
66
<PAGE>
GAIN OR LOSS ON DISPOSITION
If a Regular Certificate is sold, the Certificateholder will recognize gain
or loss equal to the difference between the amount realized on the sale and his
adjusted basis in the Certificate. The adjusted basis of a Regular Certificate
generally will equal the cost of the Certificate to the Certificateholder,
increased by any original issue discount or market discount previously
includible in the Certificateholder's gross income with respect to the
Certificate, and reduced by the portion of the basis of the Certificate
allocable to payments on the Certificate (other than Qualified Stated Interest)
previously received by the Certificateholder and by any amortized premium.
Similarly, a Certificateholder who receives a scheduled or prepaid principal
payment with respect to a Regular Certificate will recognize gain or loss equal
to the difference between the amount of the payment and the allocable portion of
his adjusted basis in the Certificate. Except to the extent that the market
discount rules apply and except as provided below, any gain or loss on the sale
or other disposition of a Regular Certificate generally will be capital gain or
loss. Such gain or loss will be long-term gain or loss if the Certificate is
held as a capital asset for the long-term capital gain holding period
(currently, more than twelve months).
If the holder of a Regular Certificate is a bank, thrift, or similar
institution described in section 582 of the Code, any gain or loss on the sale
or exchange of such Certificate will be treated as ordinary income or loss. In
the case of other types of holders, gain from the disposition of a Regular
Certificate that otherwise would be capital gain will be treated as ordinary
income to the extent that the amount actually includible in income with respect
to the Certificate by the Certificateholder during his holding period is less
than the amount that would have been includible in income if the yield on that
Certificate during the holding period had been 110% of a specified U.S. Treasury
borrowing rate as of the date that the Certificateholder acquired the
Certificate. Although the legislative history to the 1986 Act indicates that the
portion of the gain from disposition of a Regular Certificate that will be
recharacterized as ordinary income is limited to the amount of original issue
discount (if any) on the Certificate that was not previously includible in
income, the applicable Code provision contains no such limitation.
A portion of any gain from the sale of a Regular Certificate that might
otherwise be capital gain may be treated as ordinary income to the extent that
such Certificate is held as part of a "conversion transaction" within the
meaning of section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in Certificates or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable federal rate" (which rate is computed and
published monthly by the Service) at the time the taxpayer entered into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income from the transaction.
Currently, the highest marginal individual income tax bracket is 36%, and a
10% surtax is imposed on taxpayers whose taxable income for 1993 and later years
exceeds $250,000 (resulting in a 39.6% marginal rate). The alternative minimum
tax rate for individuals is 26% with respect to alternative minimum tax income
up to $175,000 and 28% with respect to alternative minimum tax income over
$175,000. Because the highest marginal federal tax rate on net capital gains for
individuals is 28%, there is a significant marginal tax rate differential
between net capital gains and ordinary income for individuals. The highest
marginal corporate tax rate is 35% for corporate taxable income over $10
million, and the marginal tax rate on corporate net capital gains is 35%.
TAX TREATMENT OF RESIDUAL CERTIFICATES
OVERVIEW
A Residual Certificate will represent beneficial ownership of a percentage
of the "residual interest" in the Series REMIC to which it relates, and a
Regular Certificate generally will represent beneficial ownership of a
percentage of a "regular interest" in the Series REMIC to it relates. A REMIC is
an entity for federal income tax purposes consisting of a fixed pool of
mortgages (including manufactured housing installment sales contracts) or other
mortgage-backed assets in which investors hold multiple classes of interests. To
be treated as a REMIC, the Trust (or a segregated Asset Pool thereof) underlying
a Series must meet certain continuing qualification requirements, and a REMIC
election must be in effect. See "Federal Income Tax Consequences -- REMIC
Certificates -- REMIC Qualification" below. A REMIC generally is treated as a
pass-through entity for federal income tax purposes, I.E., as not subject to
entity-level tax. All interests in a REMIC other than the residual interest must
be regular interests. As described in "Federal Income Tax Consequences -- REMIC
Certificates -- Tax Treatment of Regular Certificates" above, a regular interest
has terms analogous to those of a debt instrument and generally is
67
<PAGE>
treated as a debt instrument for all federal income tax purposes. The Regular
Certificates will generate interest and, depending upon the issue price of the
Regular Certificates, original issue discount deductions or income attributable
to premium for the related Series REMIC. As a residual interest, a Residual
Certificate represents the right to (i) the stated principal and interest on
such Certificate, if any, and (ii) such Certificate's pro rata share of the
income generated by the related Series REMIC's assets in excess of the amount
necessary to service that REMIC's regular interests and pay that REMIC's
expenses.
In a manner similar to that employed in the taxation of partnerships, REMIC
taxable income or loss will be determined at the REMIC level, but passed through
to the Residual Certificateholders. Thus, REMIC taxable income or loss will be
allocated pro rata to the related Residual Certificateholders, and each such
Certificateholder will report his share of REMIC taxable income or loss on his
own federal income tax return. Prospective investors in Residual Certificates
should be aware that the obligation to account for the related Series REMIC's
income or loss will continue until all of that REMIC's Regular Certificates have
been retired, which may not occur until well beyond the date on which the last
payments on Residual Certificates are made. In addition, because of the way in
which REMIC taxable income is calculated, a Residual Certificateholder may
recognize "phantom income" (I.E., income recognized for tax purposes in excess
of income as determined under financial accounting or economic principles) which
will be matched in later years by a corresponding tax loss or reduction in
taxable income, but which could lower the yield to Residual Certificateholders
due to the lower present value of such loss or reduction.
A portion of the income of a Residual Certificateholder may be treated
unfavorably in three contexts: (i) it may not be offset by current or net
operating loss deductions (except in the case of certain thrift institutions
holding Residual Certificates with significant value); (ii) it will be
considered UBTI to tax-exempt entities; and (iii) it is ineligible for any
statutory or treaty reduction in the 30% withholding tax otherwise available to
a foreign Residual Certificateholder.
The concepts presented in this overview are discussed more fully below.
TAXATION OF RESIDUAL CERTIFICATEHOLDERS
A Residual Certificateholder will recognize his share of the related Series
REMIC's taxable income or loss for each day during his taxable year on which he
holds the Residual Certificate. The amount so recognized will be characterized
as ordinary income or loss and will not be taxed separately to the Series REMIC.
If a Residual Certificate is transferred during a calendar quarter, REMIC
taxable income or loss for that quarter will be prorated between the transferor
and the transferee on a daily basis.
A REMIC generally determines its taxable income or loss in a manner similar
to that of an individual using a calendar year and the accrual method of
accounting. A REMIC's taxable income or loss generally will be characterized as
ordinary income or loss, and will consist of the REMIC's gross income, including
interest, original issue discount, and market discount income, if any, on the
REMIC's assets (including temporary cash flow investments), premium amortization
on the REMIC's Regular Certificates, income from foreclosure property, and any
cancellation of indebtedness income due to the allocation of realized losses to
the REMIC's Regular Certificates, reduced by the REMIC's deductions, including
deductions for interest and original issue discount expense on the REMIC's
Regular Certificates, premium amortization and servicing fees with respect to
the REMIC's assets, the administrative expenses of the REMIC and the Regular
Certificates, any tax imposed on the REMIC's income from foreclosure property,
and any bad debt deductions with respect to the related Assets. The REMIC may
not take into account any items allocable to a "prohibited transaction." See
"Federal Income Tax Consequences -- REMIC Certificates -- REMIC-Level Taxes"
below. The deduction of REMIC expenses by Residual Certificateholders who are
individuals is subject to certain limitations as described below in "Federal
Income Tax Consequences -- REMIC Certificates -- Special Considerations for
Certain Types of Investors -- Individuals and Pass- Through Entities" below.
The amount of the REMIC's net loss with respect to a calendar quarter that
may be deducted by a Residual Certificateholder is limited to such
Certificateholder's adjusted basis in the Residual Certificate as of the end of
that quarter (or time of disposition of the Residual Certificate, if earlier),
determined without taking into account the net loss for that quarter. A Residual
Certificateholder's basis in its Residual Certificate initially is equal to the
price paid for such Certificate. Such basis is increased by the amount of
taxable income of the REMIC reportable by the Residual Certificateholder with
respect to the Residual Certificate and decreased (but not below zero) by the
amount of distributions made and the amount of net losses recognized with
respect to that Certificate. The amount of the REMIC's net loss allocable to a
Residual Certificateholder that is disallowed under the basis limitation may be
carried forward indefinitely, but may be used only to offset income with respect
to the related Residual Certificate. The ability of Residual Certificateholders
to deduct net losses with respect to a Residual Certificate may be subject to
additional limitations under the Code, as to which Certificateholders should
consult
68
<PAGE>
their tax advisors. A distribution with respect to a Residual Certificate is
treated as a non-taxable return of capital up to the amount of the Residual
Certificateholder's adjusted basis in his Residual Certificate. If a
distribution exceeds the adjusted basis of the Residual Certificate, the excess
is treated as gain from the sale of such Residual Certificate.
Although the law is unclear in certain respects, a Residual
Certificateholder effectively should be able to recover some or all of the basis
in his Residual Certificate as the related REMIC recovers the basis of its
assets through either the amortization of premium on such assets or the
allocation of basis to principal payments received on such assets. A REMIC's
initial aggregate basis in its assets generally will equal the sum of the issue
prices of its Regular Certificates and Residual Certificates. In general, the
issue price of a Regular Certificate of a particular Class is the initial price
at which a substantial amount of the Certificates of such Class is sold to the
public. In the case of a Regular Certificate of a Class not offered to the
public in substantial amounts, the issue price is either the price paid by the
first purchaser of such Certificate or the fair market value of the property
received in exchange for such Certificate, as appropriate. The REMIC's aggregate
basis will be allocated among its assets in proportion to their respective fair
market values.
The assets of certain Series REMICs may have bases that exceed their
principal amounts. Except as indicated in "Federal Income Tax
Consequences -- REMIC Certificates -- Treatment by the REMIC of Original Issue
Discount, Market Discount, and Amortizable Premium" below, the premium on such
assets will be amortizable under the constant yield method and the same
prepayment assumptions used in pricing the Certificates. The amortized premium
will reduce the REMIC's taxable income or increase its tax loss for each year,
which will offset a corresponding amount of the stated interest or other
residual cash flow, if any, allocable to the Residual Certificateholders. It
should be noted, however, that the law concerning the amortization of premium on
Assets is unclear in certain respects. If the Service were to contend
successfully that part or all of the premium on the assets underlying a REMIC is
not amortizable, the holders of the Residual Certificates in such REMIC would
recover the basis attributable to the unamortizable premium only as principal
payments are received on such assets or upon the disposition or worthlessness of
their Residual Certificates. The inability to amortize part or all of the
premium could give rise to timing differences between the REMIC's income and
deductions, creating phantom income (as described below).
In the first years after the issuance of the Regular Certificates, REMIC
taxable income may include significant amounts of phantom income. Phantom income
arises from timing differences between income on the underlying Assets and
deductions on the Regular Certificates that result from the multiple-class
structure of the Certificates. Since phantom income will arise from timing
differences between income and deductions, it will be matched by a corresponding
loss or reduction in taxable income in later years, during which economic or
financial income will exceed REMIC taxable income. Any acceleration of taxable
income, however, could lower the yield to a Residual Certificateholder, since
the present value of the tax paid on that income will exceed the present value
of the corresponding tax reduction in the later years. The amount and timing of
any phantom income are dependent upon (i) the structure of the particular REMIC
and (ii) the rate of prepayment on the Assets held by the REMIC and, therefore,
cannot be predicted without reference to a particular REMIC.
The assets of certain Series REMICs may have bases that are less than their
principal amounts. In such a case, a Residual Certificateholder will recover the
basis in his Residual Certificate as the REMIC recovers the portion of its basis
in the assets that is attributable to the residual interest. The REMIC's basis
in the assets is recovered as it is allocated to principal payments received by
the REMIC.
A portion of a Series REMIC's taxable income may be subject to special
treatment. That portion (known as "excess inclusion income") generally is any
taxable income beyond that which the Residual Certificateholder would have
recognized had the Residual Certificate been a conventional debt instrument
bearing interest at 120% of the applicable long-term federal rate (based on
quarterly compounding) as of the date on which the Residual Certificate was
issued. Excess inclusion income generally is intended to approximate phantom
income and may result in unfavorable tax consequences for certain investors. See
"Federal Income Tax Consequences -- REMIC Certificates -- Tax Treatment of
Residual Certificates -- Limitations on Offset or Exemption of REMIC Income" and
" -- Special Considerations for Certain Types of Investors" below.
LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME
Generally, a Residual Certificateholder's taxable income for any taxable
year may not be less than such Certificateholder's excess inclusion income for
that taxable year. Excess inclusion income is equal to the excess of REMIC
taxable income for the quarterly period for the Residual Certificates over the
product of (i) 120% of the long-term applicable federal rate that would have
applied to the Residual Certificates if they were debt instruments for federal
income tax purposes on the Closing Date and (ii) the adjusted issue price of
such Residual Certificates at the beginning of such quarterly period. For this
purpose, the adjusted issue price of a Residual Certificate at the beginning of
a quarter is the issue price of the Residual
69
<PAGE>
Certificate, increased by the amount of the daily accruals of REMIC income for
all prior quarters, and decreased by any distributions made with respect to such
Residual Certificate prior to the beginning of such quarterly period. If the
Residual Certificateholder is an organization subject to the tax on UBTI imposed
by Code section 511, the Residual Certificateholder's excess inclusion income
will be treated as UBTI. In addition, under Treasury regulations yet to be
issued, if a REIT or a RIC owns a Residual Certificate that generates excess
inclusion income, a pro rata portion of the dividends paid by the REIT or the
RIC generally will constitute excess inclusion income for their shareholders.
Finally, Residual Certificateholders who are foreign persons will not be
entitled to any exemption from the 30% withholding tax or a reduced treaty rate
with respect to their excess inclusion income from the REMIC. See "Federal
Income Tax Consequences -- REMIC Certificates -- Taxation of Certain Foreign
Holders of REMIC Certificates -- Residual Certificates" below.
NON-RECOGNITION OF CERTAIN TRANSFERS FOR FEDERAL INCOME TAX PURPOSES
In addition to the limitations specified above, the REMIC Provisions
provide that the transfer of a "noneconomic residual interest" to a United
States person will be disregarded for tax purposes if a significant purpose of
the transfer was to impede the assessment or collection of tax. A Residual
Certificate will constitute a noneconomic residual interest unless, at the time
the interest is transferred, (i) the present value of the expected future
distributions with respect to the Residual Certificate equals or exceeds the
product of the present value of the anticipated excess inclusion income and the
highest 82 corporate tax rate for the year in which the transfer occurs, and
(ii) the transferor reasonably expects that the transferee will receive
distributions from the REMIC in amounts sufficient to satisfy the taxes on
excess inclusion income as they accrue. If a transfer of a residual interest is
disregarded, the transferor would continue to be treated as the owner of the
Residual Certificate and thus would continue to be subject to tax on its
allocable portion of the net income of the related REMIC. A significant purpose
to impede the assessment or collection of tax exists if the transferor, at the
time of the transfer, either knew or should have known that the transferee would
be unwilling or unable to pay taxes due on its share of the taxable income of
the REMIC, (I.E., the transferor had "improper knowledge"). Under the REMIC
Provisions, a transferor is presumed not to have such improper knowledge if (i)
the transferor conducted, at the time of the transfer, a reasonable
investigation of the financial condition of the transferee and, as a result of
the investigation, the transferor found that the transferee had historically
paid its debts as they came due and found no significant evidence to indicate
that the transferee would not continue to pay its debts as they come due and
(ii) the transferee represents to the transferor that it understands that, as
the holder of a noneconomic residual interest, it may incur tax liabilities in
excess of any cash flows generated by the interest and that it intends to pay
the taxes associated with holding the residual interest as they become due. A
similar limitation exists with respect to transfers of certain residual
interests to foreign investors. See "Federal Income Tax Consequences -- REMIC
Certificates -- Taxation of Certain Foreign Holders of REMIC
Certificates -- Residual Certificates" below.
OWNERSHIP OF RESIDUAL INTERESTS BY DISQUALIFIED ORGANIZATIONS
The Code contains three sanctions that are designed to prevent or
discourage the direct or indirect ownership of a REMIC residual interest (such
as a Residual Certificate) by the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing, any tax-exempt organization
(other than a farmers' cooperative described in section 521 of the Code) unless
such organization is subject to the tax on UBTI, or any rural electrical or
telephone cooperative (each a "Disqualified Organization"). A corporation is not
treated as an instrumentality of the United States or any state or political
subdivision thereof if all of its activities are subject to tax and, with the
exception of FHLMC, a majority of its board of directors is not selected by such
governmental unit.
First, REMIC status is dependent upon the presence of reasonable
arrangements designed to prevent a Disqualified Organization from acquiring
record ownership of any portion of the REMIC's residual interest. No residual
interest issued pursuant to a Pooling and Servicing Agreement (whether or not
such interest is represented by a Residual Certificate) will be offered for sale
to Disqualified Organizations. Furthermore, (i) the residual interest in each
Series REMIC will be registered as to both principal and any stated interest
with the Trustee (or its agent) and transfer of such residual interest (or a
percentage interest therein) may be effected only (A) by surrender of the old
residual interest instrument and reissuance by the Trustee of a new residual
interest instrument to the new holder or (B) through a book-entry system
maintained by the Trustee; (ii) the applicable Pooling and Servicing Agreement
will prohibit the ownership of residual interests by Disqualified Organizations;
and (iii) each residual interest instrument will contain a legend providing
notice of that prohibition. Consequently, each Series REMIC should be considered
to have made reasonable arrangements designed to prevent the ownership of its
residual interest by Disqualified Organizations.
Second, the Code imposes a one-time tax on the transferor of a residual
interest (including a Residual Certificate or an interest therein) to a
Disqualified Organization. The one-time tax equals the product of (i) the
present value of the total
70
<PAGE>
anticipated excess inclusions with respect to the transferred residual interest
for periods after the transfer and (ii) the highest marginal federal income tax
rate applicable to corporations. Under the REMIC Provisions, the anticipated
excess inclusions with respect to a transferred residual interest must be based
on (i) both actual prior prepayment experience and the prepayment assumptions
used in pricing the related REMIC's interests and (ii) any required or permitted
clean up calls, or required qualified liquidation provided for in the REMIC's
organizational documents. The present value of anticipated excess inclusions is
determined using a discount rate equal to the applicable federal rate that would
apply to a debt instrument that was issued on the date the Disqualified
Organization acquired the residual interest and whose term ends on the close of
the last quarter in which excess inclusions are expected to accrue with respect
to the residual interest. Where a transferee is acting as an agent for a
Disqualified Organization, the transferee is subject to the one-time tax. For
that purpose, the term "agent" includes a broker, nominee, or other middleman.
Upon the request of such transferee or the transferor, the REMIC must furnish to
the requesting party and to the Service information sufficient to permit the
computation of the present value of the anticipated excess inclusions. The
transferor of a residual interest (including a Residual Certificate or interest
therein) will not be liable for the one-time tax if the transferee furnishes to
the transferor an affidavit that states, under penalties of perjury, that the
transferee is not a Disqualified Organization, and, as of the time of the
transfer, the transferor does not have actual knowledge that such affidavit is
false. The one-time tax must be paid by April 15th of the year following the
calendar year in which the residual interest is transferred to a Disqualified
Organization. The one-time tax may be waived by the Secretary of the Treasury
if, upon discovery that a transfer is subject to the one-time tax, the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays any amounts that the Secretary of the Treasury may require.
Third, the Code imposes an annual tax on any pass-through entity (I.E.,
RIC, REIT, common trust fund, partnership, trust, estate or cooperative
described in Code section 1381) that owns a direct or indirect interest in a
residual interest (including a Residual Certificate), if record ownership of an
interest in the pass-through entity is held by one or more Disqualified
Organizations. The tax imposed equals the highest corporate income tax rate
multiplied by the share of any excess inclusion income of the pass-through
entity for the taxable year allocable to interests in the pass-through entity
held by Disqualified Organizations. The same tax applies to a nominee who
acquires an interest in a residual interest (including a Residual Certificate)
on behalf of a Disqualified Organization. For example, a broker that holds an
interest in a Residual Certificate in "street name" for a Disqualified
Organization is subject to the tax. The tax due must be paid by the fifteenth
day of the fourth month following the close of the taxable year of the
pass-through entity in which the Disqualified Organization is a record holder.
Any such tax imposed on a pass-through entity would be deductible against that
entity's ordinary income in determining the amount of its required
distributions. In addition, dividends paid by a RIC or a REIT are not considered
preferential dividends within the meaning of section 562(c) of the Code solely
because the RIC or REIT allocates such tax expense only to the shares held by
Disqualified Organizations. A pass-through entity will not be liable for the
annual tax if the record holder of the interest in the pass-through entity
furnishes to the pass-through entity an affidavit that states, under penalties
of perjury, that the record holder is not a Disqualified Organization, and the
pass-through entity does not have actual knowledge that such affidavit is false.
The REMIC Provisions also require that reasonable arrangements be made with
respect to each REMIC to enable the REMIC to provide the Treasury and the
transferor with information necessary for the application of the one-time tax
described above. Consequently, the applicable Pooling and Servicing Agreement
will provide for the Servicer or an Affiliate thereof to perform such
information services as may be required for the application of the one-time tax.
If a Residual Certificateholder transfers an interest in a Residual Certificate
in violation of the relevant transfer restrictions and triggers the information
requirement, the Servicer or Affiliate thereof may charge such Residual
Certificateholder a reasonable fee for providing the information.
SPECIAL CONSIDERATIONS FOR CERTAIN TYPES OF INVESTORS
DEALERS IN SECURITIES. Residual Certificateholders that are dealers in
securities should be aware that under Treasury regulations (the "Mark-to-Market
Regulations") relating to the requirement under section 475 of the Code that
dealers in securities use mark-to-market accounting for federal income tax
purposes, dealers in securities are not permitted to mark to market any
"negative value" REMIC residual interests (I.E., NVRIs), or any interests or
arrangements that are determined by the Service to have substantially the same
economic effect as NVRIs. In general a residual interest is a NVRI if on the
date it is acquired, the present value of the anticipated tax liabilities
associated with holding the interest exceeds the sum of (i) the present value of
the expected future distributions on the interest and (ii) the present value of
the anticipated tax savings associated with holding the interest as the related
REMIC generates losses. Under the Mark-to-Market Regulations, dealers in
securities also would not be permitted to mark to market any REMIC residual
interests acquired on or after January 4, 1995.
71
<PAGE>
Prospective purchasers of Residual Certificates should consult with their tax
advisors regarding the possible application of the Mark-to-Market Regulations to
such Certificates.
TAX-EXEMPT ENTITIES. Any excess inclusion income with respect to a Residual
Certificate held by a tax-exempt entity, including a qualified profit-sharing,
pension, or other employee benefit plan, will be treated as UBTI. Although the
legislative history and statutory provisions imply otherwise, the Treasury
conceivably could take the position that, under pre-existing Code provisions,
substantially all income on a Residual Certificate (including non-excess
inclusion income) is to be treated as UBTI. See "Federal Income Tax
Consequences -- REMIC Certificates -- Taxation of Residual Certificateholders"
above.
INDIVIDUALS AND PASS-THROUGH ENTITIES. A Residual Certificateholder who is
an individual, trust, or estate will be permitted to deduct its allocable share
of the fees or expenses relating to servicing the assets of and administering
the related REMIC under section 212 of the Code only to the extent that the
amount of such fees and expenses, when combined with the Residual
Certificateholder's other miscellaneous itemized deductions for the taxable
year, exceeds 2% of that holder's adjusted gross income. That same limitation
will apply to individuals, trusts, or estates that hold Residual Certificates
indirectly through a grantor trust, a partnership, an S corporation, a common
trust fund, a REMIC, or a nonpublicly offered RIC. A nonpublicly offered RIC is
a RIC other than one whose shares are (i) continuously offered pursuant to a
public offering; (ii) regularly traded on an established securities market; or
(iii) held by no fewer than 500 persons at all times during the taxable year. In
addition, that limitation will apply to individuals, trusts, or estates that
hold Residual Certificates through any other person (i) that is not generally
subject to federal income tax and (ii) the character of whose income may affect
the character of the income generated by that person for its owners or
beneficiaries. Further, Code section 68 provides that the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount ($100,000, or $50,000 in the
case of a separate return by a married individual within the meaning of Code
section 7703 for taxable year 1991 and adjusted for inflation each year
thereafter) will be reduced by the lesser of (i) 3% of the excess of adjusted
gross income over the applicable amount, or (ii) 80% of the amount of itemized
deductions otherwise allowable for such taxable year. In some cases, the amount
of additional income that would be recognized as a result of the foregoing
limitations by a Residual Certificateholder who is an individual, trust, or
estate could be substantial. Non-corporate holders of Residual Certificates also
should be aware that miscellaneous itemized deductions, including allocable
investment expenses attributable to the related Series REMIC, are not deductible
for purposes of the alternative minimum tax. Finally, persons holding an
interest in a Residual Certificate indirectly through an interest in a RIC,
common trust fund or one of certain corporations doing business as a cooperative
generally will recognize a share of any excess inclusion allocable to that
Residual Certificate.
EMPLOYEE BENEFIT PLANS. See "Federal Income Tax Consequences -- REMIC
Certificates -- Special Considerations for Certain Types of
Investors -- Tax-exempt entities" above and "ERISA Considerations" below.
REITS AND RICS. If a Residual Certificateholder is a REIT and the related
Series REMIC generates excess inclusion income, a portion of REIT dividends will
be treated as excess inclusion income for the REIT's shareholders, in a manner
to be provided by regulations. Thus, shareholders in a REIT that invests in
Residual Certificates could face unfavorable treatment of a portion of their
REIT dividend income for purposes of (i) using current deductions or net
operating loss carryovers or carrybacks; (ii) UBTI in the case of tax-exempt
shareholders; and (iii) withholding tax in the case of foreign shareholders (see
"Federal Income Tax Consequences -- REMIC Certificates -- Special Considerations
for Certain Types of Investors -- Foreign Residual Certificateholders" below).
Moreover, because Residual Certificateholders may recognize phantom income (see
"Federal Income Tax Consequences -- REMIC Certificates -- Taxation of Residual
Certificateholders" above), a REIT contemplating an investment in Residual
Certificates should consider carefully the effect of any phantom income upon its
ability to meet its income distribution requirements under the Code. The same
rules regarding excess inclusion will apply to a Residual Certificateholder that
is a RIC, common trust fund, or one of certain corporations doing business as a
cooperative.
A Residual Certificate held by a REIT will be treated as a real estate
asset for purposes of the REIT qualification requirements in the same proportion
that the related Series REMIC's assets would be treated as real estate assets if
held directly by the REIT, and interest income derived from such Residual
Certificate will be treated as Qualifying REIT Interest to the same extent. If
95% or more of a Series REMIC's assets qualify as real estate assets for REIT
purposes, 100% of that REMIC's regular and residual interests (including
Residual Certificates) will be treated as real estate assets for REIT purposes,
and all of the income derived from such interests will be treated as Qualifying
REIT Interest. The REMIC Provisions provide that payments of principal and
interest on Assets that are reinvested pending distribution to the holders of
the REMIC Certificates constitute real estate assets for REIT purposes. Two
REMICs that are part of a tiered structure will be treated as one REMIC for
purposes of determining the percentage of assets of each REMIC that constitutes
real estate assets. It is
72
<PAGE>
expected that at least 95% of the assets of each Series REMIC will be real
estate assets throughout such REMIC's life. The amount treated as a real estate
asset in the case of a Residual Certificate apparently is limited to the REIT's
adjusted basis in the Certificate.
Significant uncertainty exists with respect to the treatment of a Residual
Certificate for purposes of the various asset composition requirements
applicable to RICs. A Residual Certificate should be treated as a "security,"
but probably will not be considered a "Government security" for purposes of
section 851(b)(4) of the Code. Moreover, it is unclear whether a Residual
Certificate will be treated as a "voting security" under that Code section.
Finally, because a Series REMIC will be treated as the "issuer" of the Residual
Certificate for purposes of that section, a RIC would be unable to invest more
than 25% of the value of its total assets in Residual Certificates issued by the
same Series REMIC.
FOREIGN RESIDUAL CERTIFICATEHOLDERS. Certain adverse tax consequences may
be associated with the holding of certain Residual Certificates by a foreign
person or with the transfer of such Certificates to or from a foreign person.
See "Federal Income Tax Consequences -- REMIC Certificates -- Taxation of
Certain Foreign Holders of REMIC Certificates -- Residual Certificates" below.
THRIFT INSTITUTIONS, BANKS, AND CERTAIN OTHER FINANCIAL INSTITUTIONS.
Unlike other Residual Certificateholders, Thrift Institutions and cooperative
banks described in section 593 of the Code generally may offset excess inclusion
income on Residual Certificates that have significant value with current
deductions and net operating losses. See "Federal Income Tax
Consequences -- REMIC Certificates -- Tax Treatment of Residual
Certificates -- Limitations on Offset or Exemption of REMIC Income" above.
Residual Certificates will be treated as qualifying real property loans and
loans secured by interests in real property (collectively, "qualifying assets")
for Thrift Institutions in the same proportion that the assets of the Series
REMIC to which they relate would be so treated. However, if 95% or more of the
assets of a given Series REMIC are qualifying assets for Thrift Institutions,
100% of that REMIC's regular and residual interests (including Residual
Certificates) would be treated as qualifying assets. In addition, the REMIC
Provisions provide that payments of principal and interest on Assets included in
a REMIC that are reinvested pending their distribution to the holders of the
related REMIC Certificates will be treated as qualifying real property loans for
Thrift Institutions. Moreover, two REMICs that are part of a tiered structure
will be treated as one REMIC for purposes of determining the percentage of
assets of each REMIC that constitutes qualifying assets for Thrift Institution
purposes. It is expected that at least 95% of the assets of each Series REMIC
will be qualifying assets for Thrift Institutions throughout such REMIC's life.
The amount of a Residual Certificate treated as a qualifying asset for Thrift
Institutions, however, cannot exceed the holder's adjusted basis in that
Residual Certificate.
Generally, gain or loss arising from the sale or exchange of Residual
Certificates held by certain financial institutions will give rise to ordinary
income or loss, regardless of the length of the holding period for the Residual
Certificates. Those financial institutions include banks, mutual savings banks,
cooperative banks, domestic building and loan institutions, savings and loan
institutions, and similar institutions. See "Federal Income Tax
Consequences -- REMIC Certificates -- Tax Treatment of Residual
Certificates -- Disposition of Residual Certificates" below.
DISPOSITION OF RESIDUAL CERTIFICATES
Upon the sale or exchange of a Residual Certificate, a Residual
Certificateholder will recognize gain or loss equal to the difference between
the amount realized and its adjusted basis in the Residual Certificate. It is
possible that a disqualification of a Series REMIC (other than an inadvertent
disqualification for which relief may be provided in Treasury regulations) may
be treated as a sale or exchange of a related Residual Certificate. If the
holder has held the Residual Certificate for the long-term capital gain holding
period (currently, more than twelve months), gain or loss on its disposition
generally will be characterized as long-term capital gain or loss. In the case
of banks, thrifts, and certain other financial institutions described in section
582 of the Code, however, gain or loss on the disposition of a Residual
Certificate will be treated as ordinary gain or loss, regardless of the length
of the holding period. See "Federal Income Tax Consequences -- REMIC
Certificates -- Special Considerations for Certain Types of Investors" herein.
A special version of the wash sale rules of the Code applies to
dispositions of Residual Certificates. Under that rule, losses on dispositions
of Residual Certificates generally will be disallowed where, within six months
before or after the disposition, the seller of such Certificates acquires any
residual interest in a REMIC or any interest in a Taxable Mortgage Pool that is
economically comparable to a Residual Certificate. Treasury Regulations
providing for appropriate exceptions to the application of the wash sale rules
have been authorized, but have not yet been promulgated.
73
<PAGE>
LIQUIDATION OF THE REMIC
A REMIC may liquidate without the imposition of entity-level tax only in a
qualified liquidation. A liquidation is considered a "qualified liquidation" if
the REMIC (i) adopts a plan of complete liquidation; (ii) sells all of its
non-cash assets within 90 days of the date on which it adopts the plan; and
(iii) credits or distributes in liquidation all of the sale proceeds plus its
cash (other than amounts retained to meet claims against it) to its
Certificateholders within that 90-day period. An early termination of a REMIC
caused by the redemption of all outstanding classes of Certificates issued by
such REMIC, and the distribution to the Residual Certificateholders of the
excess, if any, of the fair market value of the REMIC's assets at the time of
such redemption over the unpaid principal balance and accrued and unpaid
interest of such REMIC Certificates (and any administrative costs associated
with such REMIC), will constitute a complete liquidation as described in the
preceding sentence. Under the REMIC Provisions, a plan of liquidation need not
be in any special form. Furthermore, if a REMIC specifies the first day in the
90-day liquidation period in a statement attached to its final tax return, the
REMIC will be considered to have adopted a plan of liquidation on that date.
TREATMENT BY THE REMIC OF ORIGINAL ISSUE DISCOUNT, MARKET DISCOUNT, AND
AMORTIZABLE PREMIUM.
ORIGINAL ISSUE DISCOUNT. Generally, a REMIC's deductions for original issue
discount expense on its REMIC Certificates will be determined in the same manner
as for determining the original issue discount income on such Certificates as
described in "Federal Income Tax Consequences -- REMIC Certificates -- Tax
Treatment of Regular Certificates -- Original Issue Discount" above, without
regard to the DE MINIMIS rule described therein.
MARKET DISCOUNT. In general, a REMIC will have market discount income with
respect to its Qualified Mortgages if the basis of the REMIC in such assets is
exceeded by their adjusted issue prices. A REMIC's aggregate initial basis in
its Qualified Mortgages (and any other assets transferred to the REMIC on the
startup day) equals the aggregate of the issue prices of the regular and
residual interests in the REMIC. That basis is allocated among the REMIC's
Qualified Mortgages based on their relative fair market values. Any market
discount that accrues on a REMIC's Qualified Mortgages will be recognized
currently as an item of REMIC ordinary income. The amount of market discount
income to be recognized in any period is determined in a manner generally
similar to that used in the determination of original issue discount, as if the
Qualified Mortgages had been issued (i) on the date they were acquired by the
REMIC and (ii) for a price equal to the REMIC's initial basis in the Qualified
Mortgages. The same prepayment assumptions used in pricing the Certificates are
used to compute the yield to maturity of a REMIC's Qualified Mortgages.
PREMIUM. Generally, if the basis of a REMIC in its Qualified Mortgages
exceeds the unpaid principal balances of those assets the REMIC will be
considered to have acquired such assets at a premium equal to the amount of such
excess. A REMIC that holds a Qualified Mortgage as a capital asset may elect
under Code section 171 to amortize premium on such asset under a constant
interest method, to the extent such asset was originated, or treated as
originated, after September 27, 1985. The legislative history to the 1986 Act
indicates that, while the deduction for amortization of premium will not be
subject to the limitations on miscellaneous itemized deductions of individuals,
it will be treated as interest expense for purposes of other provisions in the
1986 Act limiting the deductibility of interest for non-corporate taxpayers.
Because substantially all of the obligors on the Assets are expected to be
individuals, section 171 of the Code will not be available for the amortization
of premium on such Assets to the extent they were originated on or prior to
September 27, 1985. Such premium may be amortizable under more general
provisions and principles of federal income tax law in accordance with a
reasonable method regularly employed by the holder of such Assets. The
allocation of such premium pro rata among principal payments should be
considered a reasonable method; however, the Service may argue that such premium
should be allocated in a different manner, such as allocating such premium
entirely to the final payment of principal.
REMIC-LEVEL TAXES
Income from certain transactions by a REMIC, called prohibited
transactions, will not be part of the calculation of the REMIC's income or loss
that is includible in the federal income tax returns of Residual
Certificateholders, but rather will be taxed directly to the REMIC at a 100%
rate. In addition, net income from one prohibited transaction may not be offset
by losses from other prohibited transactions. Prohibited transactions generally
include: (i) the disposition of Qualified Mortgages other than pursuant to (a)
the repurchase of a defective asset, (b) the substitution for a defective asset
within two years of the closing date, (c) a substitution for any Qualified
Mortgage within three months of the closing date, (d) the foreclosure, default,
or imminent default of a Qualified Mortgage, (e) the bankruptcy or insolvency of
the REMIC, (f) the sale of an adjustable-rate asset the interest rate on which
is convertible to a fixed rate of interest upon its conversion for an amount
equal to the asset's current principal balance plus accrued but unpaid interest
(and provided that certain other requirements are met) or (g) a qualified
liquidation of the REMIC; (ii) the receipt of income from assets that are not
the type of assets or
74
<PAGE>
investments that a REMIC is permitted to hold; (iii) the receipt of compensation
for services by a REMIC; and (iv) the receipt of gain from disposition of
cash-flow investments other than pursuant to a qualified liquidation of the
REMIC. A disposition of a Qualified Mortgage or cash flow investment will not
give rise to a prohibited transaction, however, if the disposition was (i)
required to prevent default on a regular interest resulting from a default on
one or more of the REMIC's Qualified Mortgages or (ii) made to facilitate a
clean-up call. The REMIC Provisions define a clean-up call as the redemption of
a class of regular interests when, by reason of prior payments with respect to
those interests, the administrative costs associated with servicing the class
outweigh the benefits of maintaining the class. Under those regulations, the
redemption of a class of regular interests with an outstanding principal balance
of no more than 10% of the original principal balance qualifies as a clean-up
call. The REMIC Provisions also provide that the modification of an asset
generally will not be treated as a disposition of that asset if it is occasioned
by a default or a reasonably foreseeable default, an assumption of the asset,
the waiver of a due-on-sale or encumbrance clause, or the conversion of an
interest rate by an obligor pursuant to the terms of a convertible adjustable
rate asset.
In addition, a REMIC generally will be taxed at a 100% rate on any
contribution to the REMIC after the closing date unless such contribution is a
cash contribution that (i) takes place within the three-month period beginning
on the closing date; (ii) is made to facilitate a clean-up call (as defined in
the preceding paragraph) or a qualified liquidation (as defined in "Federal
Income Tax consequences -- REMIC Certificates -- Liquidation of the REMIC"
above); (iii) is a payment in the nature of a guarantee; (iv) constitutes a
contribution by the holder of the Residual Certificates in the REMIC to a
qualified reserve fund; or (v) is otherwise permitted by Treasury regulations
yet to be issued. The structure and operation of each Series REMIC will be
designed to avoid the imposition of the 100% tax on contributions.
To the extent that a REMIC derives certain types of income from foreclosure
property (generally, income relating to dealer activities of the REMIC), it will
be taxed on such income at the highest corporate income tax rate. Although the
relevant law is unclear, it is not anticipated that any Series REMIC will
receive significant amounts of such income.
The organizational documents governing the Regular and Residual
Certificates of a Series REMIC will be designed to prevent the imposition of the
foregoing taxes on such REMIC in any material amounts. If any of the foregoing
taxes is imposed on a Series REMIC, the Trustee will seek to place the burden
thereof on the person whose action or inaction gave rise to such taxes. To the
extent that the Trustee is unsuccessful in doing so, the burden of such taxes
will be borne by any outstanding subordinated Class of Certificates before it is
borne by a more senior Class of Certificates.
REMIC QUALIFICATION
The Trust underlying a Series (or one or more designated Asset Pools
thereof) will qualify under the Code as a REMIC if a REMIC election is in effect
and certain tests concerning (i) the composition of the assets of the REMIC and
(ii) the nature of the Certificateholders' interests in the REMIC are met on a
continuing basis.
ASSET COMPOSITION
In order for a Trust (or one or more designated Asset Pools thereof) to be
eligible for REMIC status, substantially all of the assets of the Trust (or the
designated Asset Pool) must consist of "qualified mortgages" and "permitted
investments" as of the close of the third month beginning after the closing date
and at all times thereafter. Substantially all of a REMIC's assets will be
deemed to consist of "Qualified Mortgages" and "permitted investments" if no
more than a DE MINIMIS amount of its assets (I.E., assets with an aggregate
adjusted basis that is less than 1% of the aggregate adjusted basis of all the
REMIC's assets) are assets other than qualified mortgages and permitted
investments.
A "Qualified Mortgage" is any obligation that is principally secured by an
interest in real property, including a regular interest in another REMIC, and
that is either transferred to the REMIC on the closing date or purchased by the
REMIC pursuant to a fixed price contract within a three-month period thereafter.
Under the REMIC Provisions, a Qualified Mortgage includes any obligation secured
by manufactured housing that qualifies as a "single family residence" within the
meaning of Code section 25(e)(10). Manufactured housing qualifies as a "single
family residence" under Code Section 25(e)(10) if it: (i) is used as a single
family residence; (ii) has a minimum of 400 square feet of living space and a
minimum width in excess of 102 inches; and (iii) is of a kind customarily used
at a fixed location. A Qualified Mortgage also includes a "qualified replacement
mortgage," which is any property that would have been treated as a Qualified
Mortgage if it were transferred to the REMIC on the closing date and that is
received either in exchange for a defective asset within a two-year period
beginning on the closing date or in exchange for any Qualified Mortgage within a
three-month period beginning on that date.
75
<PAGE>
The Mortgage Loans of each Series REMIC will be treated as Qualified
Mortgages. In addition, the Seller will represent and warrant in the related
Pooling and Servicing Agreement or Sales Agreement, as the case may be, that
each Contract will be secured by a Manufactured Home that meets the definition
of "single family residence" in section 25(e)(10) of the Code. Accordingly the
Contracts of each Series REMIC will be treated as Qualified Mortgages.
"Permitted Investments" include cash flow investments, qualified reserve
assets, and foreclosure property. Cash flow investments are investments of
amounts received with respect to Qualified Mortgages for a temporary period (not
to exceed thirteen months) before distribution to holders of regular or residual
interests in the REMIC. Qualified reserve assets are intangible investment
assets (other than REMIC residual interests) that are part of a qualified
reserve fund maintained by the REMIC. A qualified reserve fund is any reasonably
required reserve maintained by a REMIC to provide for full payment of expenses
of the REMIC or amounts due on the regular interests or residual interest in
such REMIC in the event of (i) defaults or delinquencies on the Qualified
Mortgages held by such REMIC; (ii) interest shortfalls on such Qualified
Mortgages caused by prepayments of those assets; (iii) lower than expected
returns on cash-flow investments; or (iv) unanticipated losses or expenses
incurred by the REMIC. A qualified reserve fund will be disqualified if more
than 30% of the gross income from the assets in such fund for the year is
derived from the sale of property held for less than three months, unless such
sale was required to prevent a default on the regular interests caused by a
default on one or more Qualified Mortgages. To the extent that the amount in a
qualified reserve fund exceeds a reasonably required amount, it must be reduced
"promptly and appropriately." Foreclosure property generally is property
acquired by the REMIC in connection with the default or imminent default of a
Qualified Mortgage. Foreclosure property may not be held for more than two
years, unless it is established to the satisfaction of the Secretary of the
Treasury that an extension of the two-year period is necessary for the orderly
liquidation of the foreclosure property. The Secretary of the Treasury may grant
one or more extensions, but any such extension shall not extend the grace period
beyond the date which is six years after the date such foreclosure property is
acquired.
INVESTORS' INTERESTS
In addition to the foregoing asset qualification requirements, the various
interests in a REMIC also must meet certain requirements. All of the interests
in a REMIC must be issued on the Closing Date (or within a specified 10-day
period) and belong to either of the following: (i) one or more classes of
regular interests; or (ii) a single class of residual interests on which
distributions are made pro rata. For each Series REMIC with respect to which
REMIC Certificates are issued, the Regular Certificates will constitute one or
more classes of "regular interests" in that REMIC and the Residual Certificates
will constitute the single class of "residual interests" in that REMIC.
A REMIC interest qualifies as a regular interest if (i) it is issued on the
startup day with fixed terms; (ii) it is designated as a regular interest; (iii)
it entitles its holder to a specified principal amount; and (iv) if it pays
interest, such interest either (a) constitutes a specified portion of the
interest payable on one or more of the REMIC's Qualified Mortgages, and that
portion does not vary during the period that the regular interest is outstanding
(a "specified nonvarying portion"), (b) is payable at a fixed rate with respect
to the principal amount of the regular interest, or (c) to the extent permitted
under the REMIC Provisions, is payable at a variable rate with respect to such
principal amount. Pursuant to the REMIC Provisions, the following rates are
permissible variable rates for REMIC regular interests: (i) a qualified floating
rate set at a current value as described in "Federal Income Tax
Consequences -- REMIC Certificates -- Variable Rate Certificates" above, without
regard to the rules in the OID Regulations limiting the use of Caps, Floors, and
Governors with respect to such a rate; (ii) a rate equal to the highest, lowest,
or average of two or more qualified floating rates (E.G., a rate based on the
average cost of funds of one or more financial institutions); or (iii) a rate
equal to the weighted average of the interest rates on one or more of the
Qualified Mortgages held by the REMIC provided, however, that the Qualified
Mortgages taken into account in determining the weighted average rate bear
interest at a fixed rate or a rate that would be a permissible variable rate for
a REMIC regular interest as described in this sentence. Under the REMIC
Provisions, the presence of a ceiling or floor on the interest payable on a
variable rate regular interest will not prevent such an interest from qualifying
as a regular interest. In addition, a qualifying variable rate may be expressed
as a multiple of, or a constant number of basis points more or less than, one of
the permissible types of variable rates described above. Finally, a limitation
on the amount of interest to be paid on a variable rate regular interest based
on the total amount available for distribution is permissible, provided that it
is not designed to avoid the restrictions on qualifying variable rates. The
REMIC Provisions also provide that the specified principal amount of a REMIC
regular interest may be zero if the interest associated with such regular
interest constitutes a specified nonvarying portion of the interest on one or
more of the REMIC's Qualified Mortgages.
If the interest payable on a REMIC regular interest is disproportionately
high relative to the specified principal amount of that interest, that interest
may be treated, in whole or in part, as a second residual interest, which could
result in the
76
<PAGE>
disqualification of the REMIC. Under the REMIC Provisions, interest payments (or
similar amounts) are considered disproportionately high if the issue price of a
regular interest exceeds 125% of its specified principal amount. Under the REMIC
Provisions, however, interest payable at a disproportionately high rate will not
cause a regular interest to be recharacterized as a residual interest if the
interest payable on that regular interest consists of a specified nonvarying
portion of the interest payable on one or more of the REMIC's Qualified
Mortgages. None of the Regular Certificates will have an issue price that
exceeds 125% of their respective specified principal amounts unless the interest
payable on those Certificates consists of a specified nonvarying portion of the
interest payable on one or more of the REMIC's Qualified Mortgages.
The Code requires certain arrangements to be made with respect to all
REMICs. Those arrangements, which are intended to prevent acquisitions of REMIC
residual interests (including the Residual Certificates) by certain
organizations that are not subject to federal income tax, are described in
"Federal Income Tax Consequences -- REMIC Certificates -- Tax Treatment of
Residual Certificates -- Ownership of Residual Interests by Disqualified
Organizations" above. Each Series REMIC will be structured to provide for such
arrangements.
CONSEQUENCES OF DISQUALIFICATION
If a Series REMIC fails to comply with one or more of the Code's ongoing
requirements for REMIC status during any taxable year, the Code provides that
its REMIC status may be lost for that year and thereafter. If REMIC status is
lost, the treatment of the former REMIC and the interests therein for federal
income tax purposes is uncertain. The former REMIC might be entitled to
treatment as a grantor trust under Subpart E, Part 1 of Subchapter J of the
Code, in which case no entity-level tax would be imposed on the former REMIC.
Alternatively, the Regular Certificates may continue to be treated as debt
instruments for federal income tax purposes, but the arrangement could be
treated as a Taxable Mortgage Pool. See "Federal Income Tax
Consequences -- REMIC Certificates -- Taxable Mortgage Pools" above. If a Series
REMIC is treated as a Taxable Mortgage Pool, any residual income of the former
REMIC (I.E., interest and discount income from the underlying Assets less
interest and original issue discount expense allocable to the Regular
Certificates and any administrative expenses of the REMIC) would be subject to
corporate income tax at the Taxable Mortgage Pool level. On the other hand, the
arrangement could be treated under Treasury regulations as a separate
association taxable as a corporation and the Regular Certificates could be
treated as stock interests therein, rather than debt instruments. In the latter
two cases, Residual Certificates would be treated as stock interests in such
Taxable Mortgage Pool or association, respectively. The Code authorizes the
Treasury to issue regulations that address situations where a failure to meet
the requirements for REMIC status occurs inadvertently and in good faith. Such
regulations have not yet been issued. The conference report accompanying the
1986 Act indicates that disqualification relief may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the REMIC's
income for the period of time in which the requirements for REMIC status are not
satisfied.
TAXABLE MORTGAGE POOLS
Corporate income tax can be imposed on the net income of certain entities
issuing non-REMIC debt obligations secured by real estate mortgages ("Taxable
Mortgage Pools"). Any entity other than a REMIC or a REIT will be considered a
Taxable Mortgage Pool if (i) substantially all of the assets of the entity
consist of debt obligations and more than 50% of such obligations consist of
"real estate mortgages" (which term, for purposes of this paragraph, includes
Mortgage Loans and Contracts), (ii) such entity is the obligor under debt
obligations with two or more maturities, and (iii) under the terms of the debt
obligations on which the entity is the obligor, payments on such obligations
bear a relationship to payment on the obligations held by the entity.
Furthermore, a group of assets held by an entity can be treated as a separate
Taxable Mortgage Pool if the assets are expected to produce significant cash
flow that will support one or more of the entity's issues of debt obligations.
The Company generally will structure offerings of non-REMIC Certificates to
avoid the application of the Taxable Mortgage Pool rules.
TAXATION OF CERTAIN FOREIGN HOLDERS OF REMIC CERTIFICATES
REGULAR CERTIFICATES
Interest, including original issue discount, paid on a Regular Certificate
to a Foreign Person generally will be treated as "portfolio interest" and,
therefore, will not be subject to any United States withholding tax, provided
that (i) such interest is not effectively connected with a trade or business in
the United States of the Certificateholder, and (ii) the Trustee (or other
person who would otherwise be required to withhold tax) is provided with a
Foreign Person Certification. If the holder of a Regular Certificate does not
provide the Trustee (or other person who would otherwise be required to withhold
tax) with a Foreign Person Certification, interest (including original issue
discount) paid on such a Certificate may be subject to either a
77
<PAGE>
30% withholding tax or 31% backup withholding. See "Federal Income Tax
Consequences -- Taxation of Certain Foreign Holders of REMIC
Certificates -- Backup Withholding" below.
RESIDUAL CERTIFICATES
Amounts paid to Residual Certificateholders who are Foreign Persons are
treated as interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Under temporary Treasury Regulations, non-excess inclusion
income received by Residual Certificateholders who are Foreign Persons generally
would qualify as "portfolio interest" exempt from the 30% withholding tax (as
described in the preceding paragraph) only to the extent that (i) the Assets
held by the related Series REMIC were issued in registered form and (ii) such
Assets were originated after July 18, 1984. Because the Assets held by a Series
REMIC will not be issued in registered form, amounts received by Residual
Certificateholders who are Foreign Persons will not be exempt from the 30%
withholding tax. Such amounts generally will be subject to United States
withholding tax when paid or otherwise distributed (or when the Residual
Certificate is disposed of) under rules similar to those for withholding on debt
instruments that have original issue discount. However, the Code grants the
Treasury authority to issue regulations requiring that those amounts be taken
into account earlier than otherwise provided where necessary to prevent
avoidance of tax (I.E., where the Residual Certificates, as a Class, do not have
significant value). Further, a Residual Certificateholder will not be entitled
to any exemption from the 30% withholding tax or a reduced treaty rate on excess
inclusion income.
Under the REMIC Provisions, the transfer of a Residual Certificate that has
tax avoidance potential to a Foreign Person will be disregarded for all federal
income tax purposes. A Residual Certificate is deemed to have "tax avoidance
potential" under those regulations unless, at the time of the transfer, the
transferor reasonably expects that, for each accrual of excess inclusion, the
REMIC will distribute to the transferee an amount that will equal at least 30%
of the excess inclusion, and that each such amount will be distributed no later
than the close of the calendar year following the calendar year of accrual. A
transferor of a Residual Certificate to a Foreign Person will be presumed to
have had a reasonable expectation at the time of the transfer that, for each
accrual of excess inclusion, the REMIC will distribute to the transferee an
amount that will equal at least 30% of the excess inclusion, and that each such
amount will be distributed no later than the close of the calendar year
following the calendar year of accrual, if such distributions would be made
under all Asset prepayment rates between 50% and 200% of the Pricing Prepayment
Assumption. See "Federal Income Tax Consequences -- REMIC Certificates -- Tax
Treatment of Regular Certificates -- Original Issue Discount" above. If a
Foreign Person transfers a Residual Certificate to a United States person and
the transfer, if respected, would permit avoidance of withholding tax on accrued
excess inclusion income, that transfer also will be disregarded for federal
income tax purposes and distributions with respect to the Residual Certificate
will continue to be subject to 30% withholding as though the Foreign Person
still owned the Residual Certificate. Investors who are Foreign Persons should
consult their own tax advisors regarding the specific tax consequences to them
of owning and disposing of a Residual Certificate.
BACKUP WITHHOLDING
Under federal income tax law, a Certificateholder may be subject to "backup
withholding" under certain circumstances. Backup withholding applies to a
Certificateholder who is a United States person if the Certificateholder, among
other things, (i) fails to furnish his social security number or other taxpayer
identification number to the Trustee; (ii) furnishes the Trustee an incorrect
taxpayer identification number; (iii) fails to report properly interest and
dividends; or (iv) under certain circumstances, fails to provide the Trustee or
the Certificateholder's securities broker with a certified statement, signed
under penalties of perjury, that the taxpayer identification number provided to
the Trustee is correct and that the Certificateholder is not subject to backup
withholding. Backup withholding applies, under certain circumstances, to a
Certificateholder who is a foreign person if the Certificateholder fails to
provide the Trustee or the Certificateholder's securities broker with a Foreign
Person Certification (as described in "Federal Income Tax Consequences -- REMIC
Certificates -- Taxation of Certain Foreign Holders of REMIC
Certificates -- Regular Certificates" above). Backup withholding applies to
"reportable payments," which include interest payments and principal payments to
the extent of accrued original issue discount, as well as distributions of
proceeds from the sale of Regular Certificates or REMIC Residual Certificates.
The backup withholding rate for reportable payments made on or after January 1,
1993 is 31%. Backup withholding, however, does not apply to payments on
Certificates made to certain exempt recipients, such as tax-exempt
organizations, and to certain Foreign Persons. Certificateholders should consult
their tax advisors for additional information concerning the potential
application of backup withholding to payments received by them with respect to a
Certificate.
78
<PAGE>
REPORTING AND TAX ADMINISTRATION
REGULAR CERTIFICATES
Reports will be made at least annually to holders of record of Regular
Certificates (other than those with respect to whom reporting is not required)
and to the Service as may be required by statute, regulation, or administrative
ruling with respect to (i) interest paid or accrued on the Certificates; (ii)
original issue discount, if any, accrued on the Certificates; and (iii)
information necessary to compute the accrual of any market discount or the
amortization of any premium on the Certificates.
RESIDUAL CERTIFICATES
For purposes of federal income tax reporting and administration, a Series
REMIC generally will be treated as a partnership, and the related Residual
Certificateholders as its partners. A Series REMIC will file an annual return on
Form 1066 and will be responsible for providing information to Residual
Certificateholders sufficient to enable them to report properly their shares of
the REMIC's taxable income or loss, although it is anticipated that such
information actually will be supplied by the Trustee based upon information it
receives from the Servicer in its monthly reports delivered pursuant to the
Agreement. The REMIC Provisions require reports to be made by a REMIC to its
Residual Certificateholders each calendar quarter in order to permit such
Certificateholders to compute their taxable income accurately. A person that
holds a Residual Certificate as a nominee for another person is required to
furnish those quarterly reports to the person for whom it is a nominee within 30
days of receiving such reports. A REMIC is required to file all such quarterly
reports for a taxable year with the Service as an attachment to the REMIC's
income tax return for that year. As required by the Code, a Series REMIC's
taxable year will be the calendar year.
Residual Certificateholders should be aware that their responsibilities as
holders of the residual interest in a REMIC, including the duty to account for
their shares of the REMIC's income or loss on their returns, continue for the
life of the REMIC, even after the principal and interest on their Residual
Certificates have been paid in full.
The Treasury has issued temporary and final regulations concerning certain
aspects of REMIC tax administration. Under those regulations, a Residual
Certificateholder must be designated as the REMIC's tax matters person or TMP.
The TMP generally has responsibility for overseeing and providing notice to the
other Residual Certificateholders of certain administrative and judicial
proceedings regarding the REMIC's tax affairs, although other holders of the
Residual Certificates of the same Series would be able to participate in such
proceedings in appropriate circumstances. It is expected that the Servicer or an
Affiliate thereof will acquire a portion of the residual interest in each Series
REMIC in order to permit it to be designated as TMP for the REMIC and will
prepare and file the REMIC's federal and state income tax and information
returns.
Treasury regulations provide that a Residual Certificateholder is not
required to treat items on its return consistently with their treatment on the
REMIC's return if the Certificateholder owns 100% of the Residual Certificates
for the entire calendar year. Otherwise, each Residual Certificateholder is
required to treat items on its returns consistently with their treatment on the
REMIC's return, unless the Certificateholder either files a statement
identifying the inconsistency or establishes that the inconsistency resulted
from incorrect information received from the REMIC. The Service may assess a
deficiency resulting from a failure to comply with the consistency requirement
without instituting an administrative proceeding at the REMIC level. A Series
REMIC typically will not register as a tax shelter pursuant to Code section 6111
because it generally will not have a net loss for any of the first five taxable
years of its existence. Any person that holds a Residual Certificate as a
nominee for another person may be required to furnish the related Series REMIC,
in a manner to be provided in Treasury regulations, with the name and address of
such person and other specified information.
NON-REMIC CERTIFICATES
TREATMENT OF THE TRUST FOR FEDERAL INCOME TAX PURPOSES
In the case of Series with respect to which a REMIC election is not made,
the Trust will be classified as a grantor trust under Subpart E, Part I of
subchapter J of the Code and not as an association taxable as a corporation.
Thus, the owner of a Non-REMIC Certificate issued by such a Trust generally will
be treated as the beneficial owner of an appropriate portion of the principal
and interest payments (according to the characteristics of the Certificate in
question) to be received on the Assets assigned to a Trust for federal income
tax purposes.
79
<PAGE>
TREATMENT OF THE NON-REMIC CERTIFICATES FOR FEDERAL INCOME TAX PURPOSES
GENERALLY
The types of Non-REMIC Certificates offered in a Series may include: (i)
Strip Certificates (I.E., IO Certificates, PO Certificates, and Ratio
Certificates) and (ii) Participation Certificates. The federal income tax
treatment of Strip Certificates will be determined in part by section 1286 of
the Code. Little administrative guidance has been issued under that section and,
thus, many aspects of its operation are unclear, particularly the interaction
between that section and the rules pertaining to discount and premium. Hence,
significant uncertainty exists with respect to the federal income tax treatment
of Strip Certificates, and potential investors should consult their own tax
advisors concerning such treatment.
Several Code sections provide beneficial treatment to certain taxpayers
that invest in certain types of mortgage assets. For purposes of those Code
sections, Participation Certificates will be characterized with reference to the
Assets in the related Trust, but it is not clear whether Strip Certificates will
be so characterized. The Service could take the position that the character of
the Assets is not attributable to Strip Certificates for purposes of those Code
sections. However, because Strip Certificates represent sole ownership rights in
the principal and interest payments on the Assets, Strip Certificates, like
Participation Certificates, should be characterized with reference to the Assets
in the Trust. Accordingly, all Non-REMIC Certificates should be treated as
qualifying assets for Thrift Institutions, and as real estate assets for REITs
in the same proportion that the Assets in the Trust would be so treated.
Similarly, the interest income attributable to Non-REMIC Certificates should be
considered Qualifying REIT Interest for REIT purposes to the extent that the
Assets in the Trust qualify as real estate assets for REIT purposes.
One or more Classes of Non-REMIC Certificates may be subordinated to one or
more other Classes of Non-REMIC Certificates of the same Series. In general,
such subordination should not affect the federal income tax treatment of either
the subordinated Non-REMIC Certificates or the senior Non-REMIC Certificates.
However, to the extent indicated in "Description of the
Certificates -- Allocation of Distributions from the Assets" herein and to the
extent provided in the relevant Prospectus Supplement, holders of such
subordinated Certificates will be allocated losses prior to their allocation to
the holders of more senior Classes of Certificates. Holders of such subordinated
Certificates should be able to recognize any such losses no later than the
taxable year in which they become Realized Losses. Employee benefit plans
subject to ERISA should consult their own tax advisors before purchasing any
subordinated Certificates. See "ERISA Considerations" herein and in the
Prospectus Supplement.
TREATMENT OF PARTICIPATION CERTIFICATES
The holder of a Participation Certificate issued by a Trust generally will
be treated as owning a pro rata undivided interest in each of the Assets held by
such Trust. Accordingly, each holder of a Participation Certificate will be
required to include in income its pro rata share of the entire income from the
Trust's assets, including interest and discount income, if any. Such
Certificateholder generally will be able to deduct from its income its pro rata
share of the administrative fees and expenses incurred with respect to the
Trust's assets (provided that such fees and expenses represent reasonable
compensation for the services rendered). An individual, trust, or estate that
holds a Participation Certificate directly or through a pass-through entity will
be entitled to deduct such fees and expenses under section 212 of the Code only
to the extent that the amount of the fees and expenses, when combined with its
other miscellaneous itemized deductions for the taxable year in question,
exceeds 2% of its adjusted gross income. In addition, Code section 68 provides
that the amount 94 of itemized deductions otherwise allowable for the taxable
year for an individual whose adjusted gross income exceeds the applicable amount
($100,000, or $50,000 in the case of a separate return by a married individual
within the meaning of Code section 7703 for taxable year 1991, adjusted each
year thereafter for inflation) will be reduced by the lesser of (i) 3% of the
excess of adjusted gross income over the applicable amount, or (ii) 80% of the
amount of itemized deductions otherwise allowable for such taxable year. Each
Participation Certificateholder generally will determine its net income or loss
with respect to the Trust in accordance with its own method of accounting,
although income arising from original issue discount must be taken into account
under the accrual method even though the Certificateholder otherwise would use
the cash receipts and disbursements method.
The Code provisions concerning original issue discount, market discount,
and amortizable premium will apply to the Trust assets. The rules regarding
discount and premium that are applicable to Non-REMIC Certificates generally are
the same as those that apply to REMIC Regular Certificates. See the discussions
under "Federal Income Tax Consequences -- REMIC Certificates -- Original Issue
Discount," " -- Variable Rate Certificates," " -- Market Discount," and
" -- Amortizable Premium" above.
For instruments to which it applies, Code section 1272(a)(6) requires the
use of an income tax accounting methodology that utilizes (i) a single constant
yield to maturity and (ii) the Pricing Prepayment Assumptions. Unlike in the
case of Regular
80
<PAGE>
Certificates, Code section 1272(a)(6) technically does not apply to Non-REMIC
Certificates. Although the Treasury has authority to apply that section to
certificates such as the Non-REMIC Certificates, it has not yet done so.
Nonetheless, unless and until the release of administrative guidance to the
contrary, the Tax Administrator will account for the Non-REMIC Certificates as
though section 1272(a)(6) applied to them. Thus, the Tax Administrator will
account for a class of Non-REMIC Certificates in the same manner as it would
account for a class of Regular Certificates with the same terms. There can be no
assurance, however, that the Service ultimately will sanction the Tax
Administrator's position.
The original issue discount rules generally apply to residential mortgage
loans originated after March 2, 1984, and the market discount rules apply to any
such loans originated after July 18, 1984. The rules allowing for the
amortization of premium are available with respect to mortgage loans originated
after September 27, 1985. It is anticipated that most or all of the Assets
securing any Series will be subject to the original issue discount, market
discount, and amortizable premium rules. Although most Mortgage Loans and
Contracts nominally are issued at their original principal amounts, original
issue discount could arise from the payment of points or certain other
origination charges by the Obligors if the discount attributable to such
payments exceeds the DE MINIMIS amount. If the Trust contains Assets purchased
for prices below their outstanding principal amounts, holders of Participation
Certificates will be required to take into account original issue discount not
previously accrued to the prior holder of such Assets. Moreover, if such Assets
were purchased for less than their adjusted issue prices, Participation
Certificateholders generally will be required to take into account market
discount, unless the amount of such market discount is DE MINIMIS under the
market discount rules. Finally, Participation Certificateholders generally may
elect to amortize any premium paid for Assets over the aggregate adjusted issue
price of such Assets. For a more complete elaboration of the rules pertaining to
original issue discount, market discount, and acquisition premium, see the
discussion under "Federal Income Tax Consequences -- REMIC Certificates -- Tax
Treatment of Regular Certificates" above.
TREATMENT OF STRIP CERTIFICATES
Many aspects of the federal income tax treatment of Strip Certificates are
uncertain. The discussion below describes the treatment that the Company
believes is fair and accurate, but there can be no assurance that the Service
will not take a contrary position. Potential investors, therefore, should
consult their own tax advisors with respect to the federal income tax treatment
of Strip Certificates.
Under section 1286 of the Code, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of
the right to receive some or all of the principal payments on such obligation
results in the creation of "stripped coupons" with respect to the separated
rights to interest payments and "stripped bonds" with respect to the principal
and any undetached interest payments associated with that principal. The
issuance of IO or PO Certificates effects a separation of the ownership of the
interest and principal payments on some or all of the Assets in the Trust. In
addition, the issuance of Ratio Certificates effectively separates and
reallocates the proportionate ownership of the interest and principal payments
on the Assets. Therefore, Strip Certificates will be subject to section 1286.
For federal income tax accounting purposes, section 1286 treats a stripped
bond or a stripped coupon as a new debt instrument issued (i) on the date that
the stripped interest is purchased and (ii) at a price equal to its purchase
price or, if more than one stripped interest is purchased, the share of the
purchase price allocable to such stripped interest. Each stripped bond or coupon
generally will have original issue discount equal to the excess of its stated
redemption price at maturity (or, in the case of a stripped coupon, the amount
payable on the due date of such coupon) over its issue price. The Stripping
Regulations, however, provide that the original issue discount on a stripped
bond or stripped coupon is zero if the amount of the original issue discount
would be DE MINIMIS under rules generally applicable to debt instruments. For
purposes of that determination, (i) the number of complete years to maturity is
measured from the date the stripped bond or stripped coupon is purchased; (ii)
an aggregation approach similar to the Aggregation Rule (as described in
"Federal Income Tax Consequences -- REMIC Certificates -- Original Issue
Discount" above) may be applied; and (iii) unstripped coupons may be treated as
stated interest with respect to the related bonds and, therefore, may be
excluded from stated redemption price at maturity in appropriate circumstances.
In addition, the Stripping Regulations provide that, in certain circumstances,
the excess of a stripped bond's stated redemption price at maturity over its
issue price is treated as market discount, rather than as original issue
discount. See "Federal Income Tax Consequences -- Non-REMIC
Certificates -- Treatment of Strip Certificates -- Determination of Income With
Respect to Strip Certificates" below.
The application of section 1286 to the Strip Certificates is not entirely
clear under current law. It could be interpreted as causing: (i) in the case of
an IO Certificate, each interest payment due on the underlying Assets to be
treated as a separate debt instrument; (ii) in the case of a Ratio Certificate
entitled to a disproportionately high share of principal, each excess principal
amount (I.E., the portion of each principal payment on such Assets that exceeds
the amount to which the Ratio
81
<PAGE>
Certificateholder would have been entitled if he had held an undivided interest
in the underlying Assets) to be treated as a separate debt instrument; and (iii)
in the case of a Ratio Certificate entitled to a disproportionately high share
of interest, each excess interest amount to be treated as a separate debt
instrument. In addition, section 1286 would require the purchase price of a
Strip Certificate to be allocated among each of the rights to payment on the
underlying Assets to which the Certificateholder is entitled that are treated as
separate debt instruments. Despite the foregoing, it may be appropriate to treat
stripped coupons and stripped bonds issued to the same holder as a single debt
instrument under an aggregation approach, depending on the facts and
circumstances surrounding the issuance. Facts and circumstances considered
relevant for this purpose should include the likelihood of the debt instruments
trading as a unit and the difficulty of allocating the purchase price of the
unit among the individual payments. Strip Certificates are designed to trade as
whole investment units and, to the extent that the Underwriter develops a
secondary market for the Strip Certificates, it anticipates that the Strip
Certificates would trade in such market as whole units. In addition, because no
market exists for individual payments on Assets, the proper allocation of the
Certificate's purchase price to each separate payment on the Assets in the Trust
would be difficult and burdensome to determine. Based on those facts and
circumstances, it appears that all payments of principal and interest to which
the holder of a Strip Certificate is entitled should be treated as a single
installment obligation. Although the OID Regulations do not refer directly to
debt instruments that are governed by section 1286 of the Code, the application
of the OID Regulations to such instruments is consistent with the overall
statutory and regulatory scheme. Therefore, the Tax Administrator will treat
each Strip Certificate as a single debt instrument for income tax accounting
purposes.
DETERMINATION OF INCOME WITH RESPECT TO STRIP CERTIFICATES
For purposes of determining the amount of income on a Strip Certificate
that accrues in any period, the rules described under "Federal Income Tax
Consequences -- REMIC Certificates -- Original Issue Discount," " -- Variable
Rate Certificates," " -- Anti-Abuse Rule," " -- Interest Weighted Certificates
and Non-VRDI Certificates," " -- Market Discount," and " -- Amortizable Premium"
will apply. PO Certificates and certain Classes of Ratio Certificates will be
issued at a price that is less than their stated principal amount and thus
generally will be issued with original issue discount. A Strip Certificate that
would meet the definition of an Interest Weighted Certificate or a Weighted
Average Certificate if it were a Regular Certificate is subject to the same tax
accounting considerations applicable to the Regular Certificate to which it
corresponds. Thus, as described in "Federal Income Tax Consequences -- REMIC
Certificates -- Interest Weighted Certificates and Non-VRDI Certificates,"
certain aspects of the tax accounting treatment of such a Strip Certificate are
unclear. Unless and until the Service provides administrative guidance to the
contrary, the Tax Administrator will account for such a Strip Certificate in the
manner described for the corresponding Regular Certificate. See "Federal Income
Tax Consequences -- REMIC Certificates -- Interest Weighted Certificates and
Non-VRDI Certificates."
If a PO Certificate or a Ratio Certificate that is not considered a
Contingent Payment Obligation (an "Ordinary Ratio Certificate") subsequently is
sold, the purchaser apparently would be required to treat the difference between
the purchase price and the stated redemption price at maturity as original issue
discount. The holder of such a Certificate generally will be required to include
such original issue discount in income as described in "Federal Income Tax
Consequences -- REMIC Certificates -- Original Issue Discount" above. PO
Certificates and Ordinary Ratio Certificates issued at a price less than their
stated principal amount will be treated as issued with market discount rather
than with original issue discount if, after the most recent disposition of the
related Certificate, either (i) the amount of original issue discount on the
Certificate is considered to be DE MINIMIS under the Stripping Regulations or
(ii) the annual stated rate of interest payable on the Certificate is no more
than 1% lower than the annual stated rate of interest payable on the Asset from
which the Certificate was stripped. The holders of such Certificates generally
would be required to include market discount in income in the manner described
in "Federal Income Tax Consequences -- REMIC Certificates -- Market Discount"
above. Some Classes of Ordinary Ratio Certificates may be issued at a price that
exceeds their stated principal amount. Subject to the discussion of Superpremium
Certificates in "Federal Income Tax Consequences -- REMIC
Certificates -- Original Issue Discount" above, holders of such Ordinary Ratio
Certificates generally should be able to amortize that premium as described in
"Federal Income Tax Consequences -- REMIC Certificates -- Amortizable Premium"
above.
IO Certificates do not represent a right to stated principal amounts.
Rather, IO Certificates represent rights only to payments of interest which, as
a result of prepayments on the Assets in the related Trust, may never be made.
The Tax Administrator will account for IO Certificates in the same manner as for
Interest Weighted Certificates. See "Federal Income Tax Consequences -- REMIC
Certificates -- Original Issue Discount," " -- Variable Rate Certificates," and
" -- Interest Weighted Certificates and Non-VRDI Certificates" above.
82
<PAGE>
PURCHASE OF COMPLEMENTARY CLASSES OF STRIP CERTIFICATES
Complementary Strip Certificates, when held in combination, provide an
aggregate economic effect equivalent to that of a Participation Certificate.
When an investor purchases Complementary Strip Certificates, it appears that,
for federal income tax purposes, each such Certificate should be treated
separately and should be subject to the rules described above. The Service could
assert, however, that Complementary Strip Certificates held in combination
should be treated as a single pass-through type instrument, with the result that
the rules governing stripped bonds and stripped coupons under section 1286 of
the Code would not be applied. Consequently, investors who acquire Complementary
Strip Certificates should consult their own tax advisors as to the proper
treatment of such Certificates.
POSSIBLE ALTERNATIVE CHARACTERIZATIONS
The Service could assert that the Strip Certificates should be
characterized for tax purposes in a manner different from that described above.
For example, the Service could contend that each Ratio Certificate whose
interest rate is higher than the related Series Rate is to be treated as being
composed of two certificates: (i) a Participation Certificate of the same
principal amount as the Ratio Certificate but generating interest at the Series
Rate; and (ii) an IO Certificate representing the excess of the rate on the
Ratio Certificate over the Series Rate. Similarly, a Ratio Certificate whose
interest rate is lower than the Series Rate could be treated as composed of a
Participation Certificate with an interest rate equal to the Series Rate and a
PO Certificate. Alternatively, the Service could interpret section 1286 to
require that each individual interest payment with respect to an IO Certificate
or a Ratio Certificate be treated as a separate debt instrument for original
issue discount purposes. The Service also might challenge the manner in which
original issue discount is calculated, contending that (i) the stated maturity
should be used to calculate yield on a Non-REMIC Certificate; (ii) the
Contingent Payment Regulations should not apply to IO Certificates; or (iii) the
Contingent Payment Regulations should apply to the Ordinary Ratio Certificates.
Given the variety of alternative treatments of Strip Certificates and the
different federal income tax consequences that could result from each
alternative, a potential investor is urged to consult its own tax advisor
regarding the proper treatment of such Certificates for federal income tax
purposes.
LIMITATIONS ON DEDUCTIONS WITH RESPECT TO STRIP CERTIFICATES
The holder of a Strip Certificate will be treated as owning an interest in
each of the Assets of the related Trust and will recognize an appropriate share
of the income and expenses associated with those Assets. Accordingly, an
individual, trust, or estate that holds a Strip Certificate directly or through
a pass-through entity will be subject to the same limitations on deductions with
respect to such Certificate as are applicable to holders of Participation
Certificates. See "Federal Income Tax Consequences -- Non-REMIC
Certificates -- Treatment of Participation Certificates" above.
SALE OF A NON-REMIC CERTIFICATE
A sale of a non-REMIC Certificate prior to its maturity will result in gain
or loss equal to the difference between the amount received and the holder's
adjusted basis in such Certificate. The rules for computing the adjusted basis
of a Non-REMIC Certificate are the same as in the case of a Regular Certificate.
See "Federal Income Tax Consequences -- REMIC Certificates -- Tax Treatment of
Regular Certificates -- Gain or Loss on Disposition" above. Gain or loss from
the sale or other disposition of a Non-REMIC Certificate generally will be
capital gain or loss to the Certificateholder if the Certificate is held as a
"capital asset" within the meaning of section 1221 of the Code, and will be
long-term or short-term depending on whether the Certificate has been held for
the long-term capital gain holding period (currently, more than twelve months).
Ordinary income treatment, however, will apply to the extent mandated by the
original issue discount and market discount rules or if the Certificateholder is
a financial institution described in section 582 of the Code. See "Federal
Income Tax Consequences -- REMIC Certificates -- Gain or Loss on Disposition"
above.
TAXATION OF CERTAIN FOREIGN HOLDERS OF NON-REMIC CERTIFICATES
Interest, including original issue discount, paid on a Non-REMIC
Certificate to a Foreign Person generally is treated as "portfolio interest"
and, therefore, is not subject to any United States tax, provided that (i) such
interest is not effectively connected with a trade or business in the United
States of the Certificateholder, and (ii) the Trustee (or other person who would
otherwise be required to withhold tax) is provided with Foreign Person
Certification. If the holder of a Non-REMIC Certificate does not provide the
Trustee (or other person who would otherwise be required to withhold tax) with a
Foreign Person Certification, interest (including original issue discount) paid
on such a Certificate may be subject to either a 30% withholding tax or 31%
backup withholding.
83
<PAGE>
In the case of certain Series, portfolio interest treatment will not be
available for interest paid with respect to certain classes of Non-REMIC
Certificates. Interest on debt instruments issued on or before July 18, 1984
does not qualify as "portfolio interest" and, therefore, is subject to United
States withholding tax at a 30% rate (or lower treaty rate, if applicable). IO
Certificates and PO Certificates generally are treated, and Ratio Certificates
generally should be treated, as having been issued when they are sold to an
investor. In the case of Participation Certificates, however, the issuance date
of the Certificate is determined by the issuance date of the underlying Assets.
Thus, to the extent that the interest received by a holder of a Participation
Certificate is attributable to Assets issued on or before July 18, 1984, such
interest will be subject to the 30% withholding tax. Moreover, to the extent
that a Ratio Certificate is characterized as a pass-through type certificate and
the underlying Assets were issued on or before July 18, 1984, interest generated
by the Certificate may be subject to the withholding tax. See "Federal Income
Tax Consequences -- Non-REMIC Certificates -- Treatment of Strip Certificates --
Possible Alternative Characterizations" above. Although recently enacted tax
legislation denies portfolio interest treatment to certain types of contingent
interest, that legislation generally applies only to interest based on the
income, profits, or property values of the debtor. Accordingly, it is not
anticipated that such legislation will apply to deny portfolio interest
treatment to Certificateholders who are Foreign Persons. However, because the
scope of the new legislation is not entirely clear, investors who are Foreign
Persons should consult their tax advisors regarding the potential application of
the legislation before purchasing a Certificate.
BACKUP WITHHOLDING
The application of backup withholding to Non-REMIC Certificates generally
is the same as in the case of REMIC Certificates. See "Federal Income Tax
Consequences -- REMIC Certificates -- Backup Withholding" above.
REPORTING AND TAX ADMINISTRATION
For purposes of reporting and tax administration, the holders of Non-REMIC
Certificates will be treated in the same fashion as the holders of Regular
Certificates. See "Federal Income Tax Consequences -- REMIC
Certificates -- Reporting and Tax Administration" above.
DUE TO THE COMPLEXITY OF THE FEDERAL INCOME TAX RULES APPLICABLE TO
CERTIFICATEHOLDERS AND THE CONSIDERABLE UNCERTAINTY THAT EXISTS WITH RESPECT TO
MANY ASPECTS OF THOSE RULES, POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN TAX
ADVISORS REGARDING THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND
DISPOSITION OF THE CERTIFICATES.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described above under
"Federal Income Tax Consequences" above, potential investors should consider the
state income tax consequences of the acquisition, ownership, and disposition of
the Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisors with respect to the various state tax
consequences of an investment in the Certificates.
ERISA CONSIDERATIONS
In considering an investment in a Certificate of the assets of any employee
benefit plan or retirement arrangement, including individual retirement accounts
and annuities, Keogh plans, and collective investment funds in which such plans,
accounts, annuities or arrangements are invested, that are described in or
subject to the Plan Asset Regulations, ERISA, or corresponding provisions of the
Code (each hereinafter referred to as a Plan), a fiduciary should consider,
among other things, (i) the purposes, requirements, and liquidity needs of such
Plan; (ii) the impact of the plan asset provisions of ERISA and DOL regulations
concerning the definition of plan assets; (iii) whether the investment satisfies
the diversification requirements of section 404(a)(1)(C) of ERISA; and (iv)
whether the investment is prudent, considering the nature of an investment in a
Certificate and the fact that no market in which such fiduciary can sell or
otherwise dispose of Certificates may be created or, if created, will continue
to exist for the life of the Certificates. The prudence of a particular
investment must be determined by the responsible fiduciary (usually the trustee
or investment manager) with respect to each Plan taking into account all of the
facts and circumstances of the investment.
Sections 406 and 407 of ERISA and section 4975 of the Code prohibit certain
transactions that involve (i) a Plan and any "party in interest" or
"disqualified person" with respect to such Plan, and (ii) plan assets. The Plan
Asset Regulations
84
<PAGE>
issued by the DOL define "plan assets" to include not only securities (such as
the Certificates) held by a Plan but also the underlying assets of the issuer of
any equity securities, unless one or more exceptions specified in those
Regulations are satisfied. Thus, under the Plan Asset Regulations, a Plan that
acquires a Certificate could be treated for ERISA purposes as having acquired a
direct interest in some or all of the assets in the related Trust. Such
treatment could cause certain transactions with respect to such assets to be
deemed "prohibited transactions" under ERISA and, in addition, could result in a
finding of an improper delegation by the plan fiduciary of its duty to manage
plan assets.
The DOL has issued several exemptions from certain of the prohibited
transaction rules of ERISA and the related excise tax provisions of section 4975
of the Code. Those exemptions include, but are not limited to: (1) Prohibited
Transaction Class Exemption 95-6 ("PTCE 95-6"), regarding investments by
insurance company general accounts; (2) Prohibited Transaction Class Exemption
91-38, regarding investments by bank collective investment funds; (3) Prohibited
Transaction Class Exemption 90-1, regarding investments by insurance company
pooled separate accounts; (4) Prohibited Transaction Class Exemption 83-1,
regarding acquisitions by Plans of interests in mortgage pools; and (5) various
underwriter exemptions. Before purchasing any Certificates, a Plan subject to
the fiduciary responsibility provisions of ERISA or described in section
4975(e)(1) of the Code should consult with its counsel to determine whether the
conditions of any exemption would be met. A purchaser of Certificates should be
aware, however, that certain of the exemptions do not apply to the purchase,
sale, and holding of subordinated certificates. In addition, PTCE 83-1 will not
apply to Certificates evidencing interests in a Trust Estate that contains
Contracts. Moreover, even if the conditions specified in one or more exemptions
are met, the scope of the relief provided by an exemption might not cover all
acts that might be construed as prohibited transactions.
The Plan Asset Regulations will not apply to a Certificate if (1) the
Certificate is registered under the Securities Exchange Act of 1934, is freely
transferable and is part of a class of Certificates that is held by more than
100 unrelated investors (the "Publicly Offered Exception") or (2) immediately
after the most recent acquisition of a Certificate of the same Series, benefit
plan investors do not own 25% or more of the value of any class of Certificates
in that Series (the "Insignificant Participation Exception"). A purchaser of
Certificates should be aware, however, that determining whether the
Insignificant Participation Exception applies is administratively impracticable
in many situations. Prior to purchasing a Certificate, a Plan should consult
with its counsel to determine whether the Publicly Offered Exception, the
Insignificant Participation Exception, or any other exception to the Plan Asset
Regulations would apply to the purchase of the Certificate.
Section 403 of ERISA requires that all plan assets be held in trust.
However, under regulations that became effective on June 17, 1982, even if the
underlying assets of an issuer of securities (such as the Certificates) are
deemed to be plan assets of a Plan investing in such securities, the "holding in
trust" requirement of section 403 of ERISA will be satisfied if such securities
are held in trust on behalf of the Plan.
Because the purchase or holding of Certificates may result in unfavorable
consequences for a Plan or its fiduciaries under the Plan Asset Regulations or
the prohibited transaction provisions of ERISA or the Code, (i) certain classes
of Certificates will not be offered for sale to, and are not transferable to,
any Plan Investor and (ii) certain Classes of Certificates will not be offered
for sale to, and are not transferable to, any Plan Investor unless such Plan
Investor provides the Company with a Benefit Plan Opinion (I.E., an opinion of
counsel satisfactory to the Company and the Servicer (and upon which the
Company, the Servicer, the Trustee, the TMP, and their respective counsel are
authorized to rely) generally to the effect that the ownership of a Certificate
of such class will not (1) cause any of the assets in the related Trust to be
regarded as plan assets for purposes of the Plan Asset Regulations; (2) give
rise to any fiduciary duty under ERISA on the part of the Company, the Trustee,
a Servicer, or the TMP; or (3) be treated as, or result in, a prohibited
transaction under sections 406 and 407 of ERISA or section 4975 of the Code.)
The Prospectus Supplement for an affected Series will indicate which classes of
Certificates are restricted in their availability to benefit plan investors.
In considering the possible application of the Plan Asset Regulations,
potential Plan Investors should be aware that, with respect to certain Series
and under certain circumstances, the Servicer and the holders of a majority in
interest of the related Residual Certificates may have a right to redeem the
Certificates of such Series, at its option. In such cases, the Servicer's
purpose for the retention of such a redemption right is to enable the Servicer
to terminate its administration obligations with respect to the Certificates in
the event such obligations become unprofitable. The Servicer undertakes no
obligation to consider the interests of Certificateholders in deciding whether
to exercise any redemption right.
As described in "Federal Income Tax Consequences" above, an investment in a
Certificate may produce UBTI for tax-exempt employee benefit plans. Potential
investors also should be aware that ERISA requires that the assets of a Plan be
valued at their fair market value as of the close of the plan year. Neither the
Company, Oakwood, the Servicer nor the Underwriters currently intend to provide
valuations to Certificateholders.
85
<PAGE>
Prospective purchasers of Certificates that are insurance companies should
be aware that the United States Supreme Court interpreted the fiduciary
responsibility rules of ERISA in JOHN HANCOCK MUTUAL LIFE INSURANCE CO. V.
HARRIS BANK AND TRUST. In JOHN HANCOCK, the Supreme Court ruled that assets held
in an insurance company's general account may be deemed to be "plan assets" for
ERISA purposes under certain circumstances. Prospective purchasers of
Certificates that are insurance companies should consult with their counsel with
respect to the application of the JOHN HANCOCK case and PTCE 95-6 to their
purchase of Certificates, and should be aware that certain restrictions may
apply to their purchase of Certificates.
Due to the complexity of the rules applicable to Plans and Plan
fiduciaries, and the considerable uncertainty that exists with respect to many
aspects of those rules, Plan Investors contemplating the acquisition of
Certificates should consult their legal advisors with respect to the ERISA,
Code, and other consequences of an investment in the Certificates.
PLAN OF DISTRIBUTION
The Company may sell the Certificates offered hereby either directly or
through one or more underwriters or underwriting syndicates. The Prospectus
Supplement with respect to each Series of Certificates will set forth the terms
of the offering of such Series of Certificates and each Class within such
Series, including the name or names of the Underwriter(s), the proceeds to and
their intended use by the Company, and either the initial public offering price,
the discounts and commissions to the Underwriter(s) and any discounts or
concessions allowed or reallowed to certain dealers, or the method by which the
price at which the related Underwriter(s) will sell the Certificates will be
determined.
The Certificates of a Series may be acquired by Underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of any
Underwriters will be subject to certain conditions precedent, and such
Underwriters will be severally obligated to purchase all the Certificates of a
Series offered pursuant to the related Prospectus Supplement, if any are
purchased. If Certificates of a Series are offered otherwise than through
Underwriters, the related Prospectus Supplement will contain information
regarding the nature of such offering and any agreements to be entered into
between the Company and purchasers of Certificates of such Series.
The place and time of delivery for the Certificates of a Series in respect
of which this Prospectus is delivered will be set forth in the related
Prospectus Supplement.
LEGAL INVESTMENT CONSIDERATIONS
The Prospectus Supplement for each Series of Certificates will specify
which, if any, of the Classes of Certificates of such Series will constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA"). If so, Certificates designated as qualifying
as "mortgage related securities" will continue to qualify as such for so long as
they are rated in one of the two highest categories by at least one nationally
recognized statistical rating agency. Classes of Certificates that qualify as
"mortgage related securities" under SMMEA will be legal investments for persons,
trusts, corporations, partnerships, associations, business trusts and business
entities (including depository institutions, life insurance companies and
pension funds) created pursuant to or existing under the laws of the United
States or of any state whose authorized investments are subject to state
regulation to the same extent as, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for any such entities.
Certain states have enacted legislation specifically limiting, to varying
degrees, the legal investment authority of such entities with respect to
"mortgage related securities," in most cases requiring investors to rely solely
upon existing state law and not SMMEA. In any case in which any such legislation
is applicable, the Certificates will constitute legal investments for entities
subject to such legislation only to the extent provided in such state
legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage-related
securities" without limitation as to the percentage of their assets represented
thereby; federal credit unions may invest in "mortgage-related securities;" and
national banks may purchase "mortgage-related securities" for their own account
without regard to the limitations generally applicable to investment securities
set forth in 12 U.S.C. (section mark)24 (Seventh), subject in each case to such
regulations as the applicable federal regulatory authority may prescribe.
The Federal Financial Institutions Examination Council, The Federal Deposit
Insurance Corporation, the Office of Thrift Supervision, the Office of the
Comptroller of the Currency and the National Credit Union Administration have
proposed or adopted guidelines regarding investment in various types of
mortgage-backed securities. In addition, certain state regulators
86
<PAGE>
have taken positions that may prohibit regulated institutions subject to their
jurisdiction from holding securities representing residual interests, including
securities previously purchased. There may be other restrictions on the ability
of certain investors, including depository institutions, either to purchase
Certificates or to purchase Certificates representing more than a specified
percentage of the investor's assets. Investors should consult their own legal
advisors in determining whether and to what extent any particular Certificates
constitute legal investments for such investors.
Certificates that do not constitute "mortgage related securities" under
SMMEA will require registration, qualification or an exemption under applicable
state securities laws in those states that have enacted legislation overriding
SMMEA's provisions pre-empting state "blue sky" laws. In addition, such
Certificates may not be "legal investments" to the same extent as "mortgage
related securities" under SMMEA. The appropriate characterization under various
legal investment restrictions of the Classes of Certificates that do not qualify
as "mortgage related securities" under SMMEA and thus the ability of investors
subject to these restrictions to purchase such Classes of Certificates, may be
subject to significant interpretive uncertainties. All investors whose
investment authority is subject to legal restrictions should consult their own
legal advisors to determine whether, and to what extent, the Classes of
Certificates that do not qualify as "mortgage related securities" will
constitute legal investments for them.
EXPERTS
The consolidated financial statements of Oakwood Homes Corporation and its
subsidiaries (collectively, "Oakwood Homes Corporation") as of September 30,
1996 and 1995 and for each of the three years in the period ended September 30,
1996, incorporated in this Prospectus by reference to Oakwood Homes
Corporation's Annual Report on Form 10-K for the year ended September 30, 1996
(except as they relate to Destiny Industries, Inc., a wholly-owned subsidiary of
Oakwood Homes Corporation, for the year ended October 1, 1994) have been audited
by Price Waterhouse LLP, independent accountants, and insofar as they relate to
Destiny Industries, Inc. for the year ended October 1, 1994, by Allen, Pritchett
& Bassett, CPAs, independent accountants. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of such firms as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters relating to the Certificates and material federal
income tax consequences concerning the Certificates will be passed upon for the
Company by Hunton & Williams, Richmond, Virginia.
87
<PAGE>
GLOSSARY
There follows abbreviated definitions of certain capitalized terms used in
this Prospectus and each Prospectus Supplement, except as may be otherwise
specified in the Prospectus Supplement for a particular Series. The related
Agreement may contain a more complete definition of certain of the terms defined
herein and reference should be made to the Agreement for a more complete
definition of all such terms.
"1986 ACT" means the Tax Reform Act of 1986.
"ACCOUNTING DATE" means, unless otherwise specified in a Prospectus
Supplement, for any Distribution Date, the last day of the preceding calendar
month.
"ACCRETION CLASS" means a Compound Interest Class or a Capital Appreciation
Class.
"ADDITIONAL ASSETS" means, with respect to any Series, non-recourse
guarantees on Contracts and/or Mortgage Loans, additional Contracts and/or
Mortgage Loans beyond those included in the related Asset Pool, letters of
credit or other Eligible Investments delivered to any Trust in addition to the
related Trust Estate.
"ADJUSTABLE RATE ASSET" means a Contract or Mortgage Loan bearing interest
at an adjustable rate.
"ADVANCE" means any P&I Advance or Servicing Advance.
"AFFILIATE" means, as to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the
purposes of this definition, "control," when used with respect to any specified
Person, means the power to direct the management and Policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have the
meanings correlative to the foregoing.
"AGGREGATION RULE" means the rule in the OID Regulations under which two or
more debt instruments issued in connection with the same transaction (or related
transactions in certain circumstances) are treated as a single debt instrument
for federal income tax accounting purposes if issued by a single issuer to a
single holder.
"AGREEMENT" means the Pooling and Servicing Agreement for a Series,
including the Series Agreement and the Standard Terms.
"ALL OID ELECTION" means, with respect to a Regular Certificate, an
election to include in gross income all stated interest, original issue
discount, de minimis original issue discount, market discount, and de minimis
market discount that accrues on such Certificate (reduced by any amortizable
premium or acquisition premium on such Certificate) under the constant yield
method used to account for original issue discount.
"APPROVED SALE" means, as to any Asset, (1) a sale of the related
Manufactured Home or Mortgaged Property acquired by the Insured because of a
default by the borrower if the related Pool Insurer has given prior approval to
such sale, (2) a foreclosure or trustee's sale of the related Manufactured Home
or Mortgaged Property at a price exceeding the maximum amount specified by the
Pool Insurer, (3) the acquisition of the Mortgaged Property under any related
Primary Mortgage Insurance Policy by the related Mortgage Insurer or (4) the
acquisition of the related Manufactured Home or Mortgaged Property by the Pool
Insurer.
"ASSET" means a Contract or Mortgage Loan underlying a Series of
Certificates.
"ASSET FILE" means a Contract File or Mortgage Loan File, as applicable.
"ASSET POOL" means, with respect to any Series, the pool of Contracts
and/or Mortgage Loans included in the related Trust Estate.
"ASSET RATE" means, with respect to any Asset, the related Contract Rate or
Mortgage Rate, as applicable.
"ASSET SCHEDULE" means the schedule which identifies each Asset supporting
a Series (and includes certain other information regarding each such Asset,
including its Cut-off Date Principal Balance, its Asset Rate, its original
principal balance and other information) and appears as an exhibit to the
related Agreement.
"AVAILABLE DISTRIBUTION" means, as to any Distribution Date and any Series,
the amount to be distributed on the Certificates of such Series on such
Distribution Date, which will be described in the related Prospectus Supplement.
88
<PAGE>
"BALLOON PAYMENT LOAN" means an Asset that does not require any scheduled
amortization of principal prior to its scheduled maturity, or the principal of
which is amortized over a longer period than the Asset's scheduled term to
maturity.
"BANKRUPTCY CODE" means the United States Bankruptcy Code, as amended, as
set forth in Title 11 of the United States Code.
"BENEFICIAL OWNER" means, as to any Book-Entry Certificate, the beneficial
owner thereof, whose interest therein is reflected in the records of a Financial
Intermediary.
"BENEFIT PLAN OPINION" means an opinion of counsel satisfactory to the
Company and the Servicer (and upon which the Company, the Servicer, the Trustee,
the TMP, and their respective counsel are authorized to rely) generally to the
effect that the proposed transfer of a Certificate will not (1) cause any of the
assets in the related Trust to be regarded as "plan assets" for purposes of the
Plan Asset Regulations; (2) give rise to any fiduciary duty under ERISA on the
part of the Company, the Trustee, the Servicer, or the TMP; or (3) be treated
as, or result in, a prohibited transaction under section 406 or section 407 of
ERISA or section 4975 of the Code.
"BI-WEEKLY LOAN" means an Asset that provides for Obligor payments to be
made on a bi-weekly basis.
"BOOK-ENTRY CERTIFICATES" means Certificates of any Class specified as such
in the Prospectus Supplement for a Series and as to which Definitive
Certificates will not be issued, beneficial interests therein being maintained
through Participants or Indirect Participants in the Depository.
"BUY-DOWN FUND" means a custodial Eligible Account established by the
Servicer for any Buy-Down Loan, which must comply with the standards applicable
to the related Certificate Account, to be funded with an amount which, together
with projected reinvestment earnings thereon at a rate specified in the related
Prospectus Supplement, will provide funds sufficient to support the payments
required on such Buy-Down Loan on a level debt service basis.
"BUY-DOWN LOAN" means an Asset the amortization of which includes payments
made by the seller of the related Mortgaged Property or Manufactured Home or by
someone else other than the related Obligor.
"CAP" means a restriction or restrictions on the maximum stated interest
rate on a Certificate.
"CAPITAL APPRECIATION CLASS" means a Class of Certificates upon which
interest will accrue but will not be distributed until certain other Classes of
Certificates of the same Series have received their final distributions.
"CERCLA" means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended.
"CERTIFICATE" means any Pass-Through Certificate issued pursuant to an
Agreement.
"CERTIFICATE ACCOUNT" means an account or accounts maintained by the
Servicer for any Series, into which the Servicer must deposit collections in
respect of the related Assets pending remittance thereof to the related
Distribution Account on the applicable Remittance Date.
"CERTIFICATE REGISTER" means, for any Series, the register maintained by or
at the direction of the Trustee containing the names and addresses of all
current Holders of Certificates of each Class of such Series, and noting the
Class and denomination of each Certificate of such Series held by each such
holder.
"CERTIFICATEHOLDER" means the registered holder of a Certificate.
"CERTIFICATE PRINCIPAL BALANCE" means the outstanding principal balance of
a Certificate or Class of Certificates.
"CLASS" means any class of the Certificates of a Series, as specified in
the related Prospectus Supplement.
"CLEARING AGENCY" means an entity registered pursuant to Section 17A of the
Securities Act of 1934, as amended.
"CLOSING DATE" means, for any Series, the date on which such Series is
issued, which will be specified in the related Agreement.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COLLECTION PERIOD" means, unless otherwise provided in a related
Prospectus Supplement, with respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the month in which
such Distribution Date occurs and ending on the first day of the month in which
such Distribution Date occurs.
89
<PAGE>
"COMMISSION" means the Securities and Exchange Commission.
"COMPANION CLASS" means a Class of Certificates structured to receive
principal payments on the underlying Assets on any Distribution Date only to the
extent those principal payments exceed the principal distribution amounts
scheduled to be made on a related PAC Class on such Distribution Date.
"COMPANY" means Deutsche Financial Capital Securitization LLC, a North
Carolina limited liability company.
"COMPENSATING INTEREST" means, for any Distribution Date, the amount of all
Due Date Interest Shortfalls for the preceding Prepayment Period to the extent
such Shortfalls do not exceed the Servicer's aggregate servicing compensation in
respect of such Prepayment Period.
"COMPLEMENTARY STRIP CERTIFICATES" means different Classes of Strip
Certificates of the same Series that, when held in combination, provide an
aggregate economic effect equivalent to that of a Participation Certificate.
"COMPOUND INTEREST CERTIFICATE" means a Certificate on which interest is
accrued and is compounded and added to the principal balance thereof
periodically, but which is not unconditionally entitled to distributions of
interest at least annually.
"COMPOUND INTEREST CLASS" means a Class of Certificates on which interest
may accrue but not be paid for the period described in the related Prospectus
Supplement.
"CONTINGENT PAYMENT OBLIGATION" means a debt obligation with one or more
contingent payments as defined in the Contingent Payment Regulations.
"CONTINGENT PAYMENT REGULATIONS" means those provisions of the OID
Regulations that address the federal income tax treatment of Contingent Payment
Obligations.
"CONTRACT" means a manufactured housing installment sales contract
including any and all rights to receive payments due thereunder on and after the
Cut-off Date and any security interest in a Manufactured Home purchased with the
proceeds of such contract.
"CONTRACT DOCUMENTS" means, with respect to each Contract:
(1) the original Contract;
(2) either (a) the original title document for the related
Manufactured Home, a duplicate certified by the appropriate governmental
authority that issued the original thereof or, if such original is not yet
available, a copy of the application filed with the appropriate
governmental authority pursuant to which the original title document will
issue (which copy may be on microfilm or optical disk maintained by the
Servicer in its records separate from the other related Contract
Documents), or (b) if the laws of the jurisdiction in which the related
Manufactured Home is located do not provide for the issuance of title
documents for manufactured housing units, other evidence of ownership of
the related Manufactured Home that is customarily relied upon in such
jurisdiction as evidence of title to a manufactured housing unit;
(3) unless such Contract is a Land Secured Contract, evidence of one
or more of the following types of perfection of the Seller's or the
Trustee's security interest in the related Manufactured Home granted by
such Contract (or, if such evidence is not yet available, a copy of the
application or other filing used to obtain such security interest (which
copy may be on microfilm or optical disk maintained by the Servicer in its
records separate from the other related Contract Documents)), as
appropriate in the applicable jurisdiction: (a) notation of such security
interest on the title document, (b) a financing statement meeting the
requirements of the UCC, with evidence of recording indicated thereon, (c)
a fixture filing in accordance with the UCC, with evidence of filing
indicated thereon, or (d) such other evidence of perfection of a security
interest in a manufactured housing unit as is customarily relied upon in
the jurisdiction in which the related Manufactured Home is located;
(4) an original assignment of the Contract from the initial named
payee thereunder to the Seller (unless the Seller is the initial named
payee for such Contract);
(5) originals of any assumption agreements relating to such Contract,
together with originals of any surety or guaranty agreement relating to
such Contract or to any such assumption agreement, payable to the order of
the Trustee, or, if not so payable, endorsed to the order of, or assigned
to, the Trustee by the holder/payee thereunder without recourse;
(6) originals of any extension, modification or waiver agreement(s)
relating to such Contract; and
90
<PAGE>
(7) proof of maintenance of a Standard Hazard Insurance Policy (and a
flood insurance policy, if applicable) for the related Manufactured Home.
In the case of any Land Secured Contract, the related Contract Documents
shall consist of the following documents in lieu of those listed in clause (3)
of the foregoing paragraph: (a) the original recorded Mortgage for the related
Real Property, with evidence of recordation noted thereon or attached thereto,
or a certified copy thereof issued by the appropriate recording office (or, if
the Mortgage is in the process of being recorded, a photocopy of the Mortgage,
which may be on microfilm or optical disk maintained by the Servicer in its
records separate from the other related Contract Documents); (b) if the Mortgage
does not name the Seller as mortgagee therein or beneficiary thereof, an
original recorded assignment or assignments of the Mortgage from the Persons
named as mortgagee in, or beneficiary of, such Mortgage, to the Seller, with
evidence of recordation noted thereon or attached thereto, or a certified copy
of each such assignment issued by the appropriate recording office (or, if such
an original assignment is in the process of being recorded, a photocopy of each
such assignment, which may be on microfilm or optical disk maintained by the
Servicer in its records separate from the other related Contract Documents); and
(c) if such Land Secured Contract's original principal balance was $40,000 or
greater, a copy of the title search report and bring-down thereof (or evidence
of title insurance) with respect to the related Real Property.
"CONTRACT FILE" means, with respect to any Contract, all of the related
Contract Documents.
"CONTRACT LOAN-TO-VALUE RATIO" means, (i) as to each Contract with respect
to which a lien on land is required for underwriting purposes, the ratio,
expressed as a percentage, of the principal amount of such Contract to the sum
of the purchase price of the home (including taxes and insurance) and the
appraised value of the land; and (ii) as to each other Contract, the ratio,
expressed as a percentage, of the principal amount of such Contract to the
purchase price of the home (including taxes and insurance).
"CONTRACT RATE" means the annual percentage rate or "APR" specified in a
Contract.
"CONTRACT SCHEDULE" means an Asset Schedule to the extent it identifies
Contracts.
"CONVENTIONAL MORTGAGE LOANS" means Mortgage Loans that are not insured by
the FHA or partially guaranteed by the VA.
"CONVERTIBLE LOAN" means an Adjustable Rate Asset subject to a provision
pursuant to which, subject to certain limitations, the related Obligor may
exercise an option to convert the adjustable Asset Rate to a fixed Asset Rate.
"CREDIT INSURANCE" means the Primary Mortgage Insurance Policies, FHA
insurance, VA guarantees, and Pool Insurance Policies, if any, obtained with
respect to any Asset Pool.
"CREDIT INSURER" means a Mortgage Insurer or a Pool Insurer.
"CURRENT RECOGNITION ELECTION" means the election under section 1278(b) of
the Code to recognize market discount on a debt instrument currently on an
uncapped accrual basis.
"CUSTODIAL AGREEMENT" means the agreement, if any, among the Company, a
Trustee and a Custodian, by which the Custodian is appointed to hold the
Mortgage Loan Documents for a Trust Estate for the benefit of the Trustee.
"CUSTODIAN" means the custodian, if any, appointed pursuant to a Custodial
Agreement to hold the Mortgage Loan Documents for a Trust Estate for the benefit
of the related Trustee.
"CUT-OFF DATE" means, for any Series, the date specified in the related
Prospectus Supplement as the date after which scheduled principal and interest
payments on the related Contracts and Mortgage Loans, and on and after which
unscheduled collections of principal on the related Contracts and Mortgage
Loans, are to be included in the related Trust Estate.
"CUT-OFF DATE PRINCIPAL BALANCE" means, as to any Asset, the original
principal amount of such Asset, minus the principal portion of all Monthly
Payments due on such Asset on or before the applicable Cut-off Date and minus
all other payments applied to reduce such original principal amount before the
applicable Cut-off Date.
"DEEMED PRINCIPAL PAYMENTS" means all payments of principal and interest
provided for on a debt instrument other than Qualified Stated Interest.
"DEFINITIVE CERTIFICATE" means any Certificate that will be issued in
fully-registered, certificated form to the owners thereof, or their nominees.
91
<PAGE>
"DEPOSITORY" means DTC or any successor or other Clearing Agency selected
by the Company as depository for any Book-Entry Certificates.
"DFC" means Deutsche Financial Limited Liability Company, a North Carolina
limited liability company owned in equal shares by Oakwood and Deutsche
Financial Services Corporation, a Nevada corporation.
"DISCOUNT CERTIFICATE" means a Certificate that has a purchase price less
than its principal amount.
"DISQUALIFIED ORGANIZATION" means either (1) the United States; (2) any
state or political subdivision thereof; (3) any foreign government; (4) any
international organization; (5) any agency or instrumentality of any of the
foregoing; (6) any tax-exempt organization (other than a farmers' cooperative
described in section 521 of the Code) unless such organization is subject to the
tax on UBTI; or (7) any rural electrical or telephone cooperative; provided,
however, that a corporation will not be treated as an instrumentality of the
United States or any state or political subdivision thereof if all of its
activities are subject to tax and, with the exception of FHLMC, a majority of
its board of directors is not selected by such governmental unit.
"DISTRIBUTION ACCOUNT" means the account maintained by the Trustee, as
specified in the related Prospectus Supplement, from which distributions are
made on the Certificates.
"DISTRIBUTION DATE" means, with respect to each Series, unless otherwise
provided in the related Prospectus Supplement, the 15th day of each month (or
the next business day if such 15th day is not a business day), commencing in the
month following the month in which the related Closing Date occurs.
"DISTRIBUTION PERIOD" means, for any Certificate, the interval between one
Distribution Date and the next Distribution Date.
"DOL" means the United States Department of Labor.
"DTC" means The Depository Trust Company.
"DUE DATE" means, for any Asset, the date on which a Monthly Payment is due
on such Asset from the Obligor thereunder (without regard to any grace period).
"DUE DATE INTEREST SHORTFALL" means, for any Asset that is prepaid in full
or liquidated on other than a Due Date for such Asset, the difference between
(1) the amount of interest that would have accrued on such Asset through the day
preceding the first Due Date after such prepayment in full or liquidation had
the Asset not been prepaid in full or liquidated (net of Servicing Fees and any
other administrative fees payable out of such interest had it accrued and been
paid) and (2) the amount of interest that actually accrued on such Asset prior
to the prepayment in full or liquidation (net of an allocable portion of
Servicing Fees and any other administrative fees payable from interest payments
on such Asset during the related Collection Period).
"ELIGIBLE ACCOUNT" means, as to any Series, an account which is maintained
(1) at a depository institution organized under the laws of the United States or
any state, the deposits of which are insured to the full extent permitted by law
by the Federal Deposit Insurance Corporation (the "FDIC"), whose commercial
paper or long-term unsecured debt has a rating, as specified in the related
Agreement, sufficient to support the ratings requested on the Certificates of
the related Series, and which institution is subject to examination by federal
or state authorities, (2) in the corporate trust department of the Trustee or
(3) at an institution otherwise acceptable to each applicable Rating Agency.
"ELIGIBLE INVESTMENTS" means one or more of the investments specified in an
Agreement in which moneys in the related Distribution Account and certain other
accounts are permitted to be invested.
"EPA" means the United States Environmental Protection Agency.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ESCROW ACCOUNT" means an account established and maintained by the
Servicer with respect to Mortgage Loans in which Mortgagors under certain
Mortgage Loans are required to deposit amounts sufficient, as applicable, to pay
taxes, assessments, hazard insurance premiums and other comparable items.
"EVENT OF DEFAULT" means, with respect to an Agreement, the occurrence of a
default as specified in such Agreement, coupled with the passage of a period of
any cure period specified in the Agreement for a default of such type without
such default having been cured. Events of Default will be as specified in the
Agreements, but will generally include (1) any failure by the Servicer to remit
funds to the Distribution Account as required by the applicable Agreement, which
failure continues
92
<PAGE>
unremedied for five days (or such other period specified in the related
Agreement) after the date upon which such remittance was due; (2) any failure or
breach by the Servicer duly to observe or perform in any material respect any
other of its covenants or agreements that materially and adversely affects the
interests of Certificateholders, which, in either case, continues unremedied for
60 days after the giving of written notice of such failure or breach to the
Servicer by the related Trustee or by the Holders of Certificates evidencing at
least 25% of the Voting Rights for the applicable Series; and (3) certain events
involving insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings regarding the Servicer.
"EXCESS PREMIUM" means, with respect to a Regular Certificate, a premium
over such Certificate's noncontingent principal amount in excess of the lesser
of (1) .015 multiplied by the product of such noncontingent principal amount and
the WAM of the Certificate or (2) 15% of such noncontingent principal amount.
"FDIC" means the Federal Deposit Insurance Corporation.
"FHA" means the Federal Housing Administration.
"FHA CONTRACT" or "FHA MORTGAGE LOAN" means a Contract or Mortgage Loan
that is insured by the FHA.
"FHA PREPAYMENT EXPERIENCE" means certain statistical data compiled by the
Actuarial Division of HUD concerning prepayment rates on FHA mortgage loans, as
set forth in tables which, assuming full mortgage loan prepayments at the rates
experienced by FHA on FHA mortgage loans, set forth the percentages of the
original number of FHA mortgage loans included in pools of Level Payment
Mortgage Loans with varying maturities that will remain outstanding on each
anniversary of the origination date of such mortgage loans (assuming they all
have the same origination date).
"FHLMC" means the Federal Home Loan Mortgage Corporation.
"FINAL SCHEDULED DISTRIBUTION DATE" means, for any Class, unless otherwise
provided in the related Prospectus Supplement, the date, based on the
assumptions set forth in the related Prospectus Supplement, on which the
Certificate Principal Balance of all Certificates of such Class is scheduled to
be reduced to zero, assuming no prepayments.
"FINANCIAL INTERMEDIARY" means a brokerage firm, bank, thrift institution
or any other entity that is a Depository Participant or Indirect Participant,
and that maintains a Beneficial Owner's account for the purpose of reflecting
such Beneficial Owner's interest in a Book-Entry Certificate.
"FIRST DISTRIBUTION PERIOD" means, with respect to a Certificate, the
interval between its issue date and its first Distribution Date.
"FLOOR" means a restriction or restrictions on the minimum stated interest
rate on a Certificate.
"FNMA" means the Federal National Mortgage Association.
"FOREIGN PERSON" means a nonresident alien individual, foreign corporation,
foreign partnership, or other nonUnited States Person.
"FOREIGN PERSON CERTIFICATION" means a written certification (signed under
penalty of perjury) provided by the beneficial owner of a Certificate that such
owner is, INTER ALIA, a Foreign Person.
"FRAUD LOSS" means a loss incurred on a Contract or Mortgage Loan with
respect to which there was fraud in connection with the origination of such
Contract or Mortgage Loan or fraud, dishonesty or misrepresentation in
connection with the application for any insurance obtained with respect to such
Contract or Mortgage Loan.
"FULL COVERAGE INSURANCE POLICY" means a Primary Mortgage Insurance Policy
which provides full coverage against any loss maintained by reason of
nonpayments by the related Mortgagor.
"GARN-ST GERMAIN ACT" means the Garn-St Germain Depository Institutions Act
of 1982, as amended.
"GEM LOAN" means a fixed-rate fully-amortizing Asset providing for (1)
Monthly Payments during the first year after origination that are at least
sufficient to pay interest due on the Asset, and (2) an increase in such Monthly
Payments in subsequent years at a predetermined rate generally not more than a
specified percentage of the Monthly Payments due on such Asset during the
preceding year.
"GOVERNOR" means a restriction or restrictions on the amount of increase or
decrease in the stated interest rate on a Certificate on any Interest Adjustment
Date.
93
<PAGE>
"GPM FUND" means a custodial Eligible Account established by the Servicer
for any GPM Loan, which must comply with the standards applicable to the related
Certificate Account, to be funded with an amount which, together with projected
reinvestment earnings thereon at a rate specified in the related Prospectus
Supplement, will provide funds sufficient to support the payments required on
such GPM Loan on a level debt service basis.
"GPM LOAN" means a "graduated payment" Asset the terms of which provide for
Monthly Payments during the initial years of its term that are less than the
actual amount of principal and interest that would be payable on a level debt
service basis.
"GROSS MARGIN" means, with respect to any Adjustable Rate Asset, the fixed
percentage per annum specified in the related Contract or Mortgage Note that is
added to the applicable Index on each related Interest Adjustment Date to
determine the new Asset Rate for such Adjustable Rate Asset.
"HOUSING ACT" means Section 306(g) of Title III of the National Housing Act
of 1934, as amended.
"HUD" means the United States Department of Housing and Urban Development.
"INCREASING PAYMENT LOAN" means an Asset that provides for Obligor Monthly
Payments that are fixed for an initial period of six, 12 or 24 months following
origination, and which increase thereafter at a predetermined rate expressed as
a percentage of the Obligor's Monthly Payment during the preceding period,
subject to any caps on the amount of any single Monthly Payment increase, for a
period not to exceed nine years after origination, after which the Monthly
Payment amount is fixed at a level-payment amount so as to amortize the Asset
fully over its remaining term.
"INDEX" means, with respect to any Adjustable Rate Asset, the index
specified in the related Contract or Mortgage Note that is added to the related
Gross Margin on each related Interest Adjustment Date to determine the new Asset
Rate for such Adjustable Rate Asset.
"INDIRECT PARTICIPANTS" means organizations which have indirect access to a
Clearing Agency, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly.
"INSURANCE PROCEEDS" means amounts paid or payable (as the context
requires) under any insurance policy maintained with respect to a Series, to the
extent such amounts are not applied to the restoration or repair of the
Manufactured Home or Mortgaged Property in respect of which such amounts were
paid.
"INSURED" means the Company and the Trustee, each as assignee of the
Seller.
"INTEREST ADJUSTMENT RATES" means, with respect to any Adjustable Rate
Asset, the dates on which the related Asset Rate changes in accordance with the
terms of the related Contract or Mortgage Note.
"INTEREST REDUCTION LOAN" means an Asset for which, subject to certain
conditions, the related Obligor has a one-time option to reduce the interest
rate payable with respect to such Asset.
"INTEREST WEIGHTED CERTIFICATE" means a Regular Certificate, the payments
on which consist entirely or primarily of a specified nonvarying portion of the
interest payable on one or more of the Assets held by the related Series REMIC.
"INVERSE FLOATER CERTIFICATE" means a Regular Certificate that provides for
the payment of interest at a rate determined as the difference between two
interest rate parameters, one of which is a variable rate and the other of which
is a fixed rate or a different variable rate.
"IO CERTIFICATE" means a Non-REMIC Certificate evidencing ownership of a
percentage of the interest payments (net of certain fees) on the Assets assigned
to the related Trust.
"LAND SECURED CONTRACT" means a Contract secured at origination by a parcel
of real estate in addition to a Manufactured Home.
"LEVEL PAYMENT LOAN" means an Asset the terms of which provide for regular
level payments of principal and interest throughout its entire term.
"LEVEL PAYMENT BUY-DOWN LOAN" means an Asset that provides for a reduction
in the amount of the related Obligor's Monthly Payments for a period of up to
the first four years following origination of such Asset and as to which funds
have been provided by someone other than the Obligor to cover the reductions in
such Monthly Payments during those years, but
94
<PAGE>
for which the aggregate monthly amount due on such Asset from the Obligor and
anyone else are level for the term of such Asset.
"LIQUIDATED LOAN" means a defaulted Contract or Mortgage Loan as to which
all amounts that the Servicer expects to recover through the date of disposition
of the related Manufactured Home or Mortgaged Property have been received.
"LIQUIDATION EXPENSES" means all reasonable, out-of-pocket costs and
expenses (exclusive of the Servicer's overhead costs) incurred by the Servicer
in connection with liquidation of any Contract or Mortgage Loan or disposition
of any related Repo Property or REO Property.
"LIQUIDATION PROCEEDS" means amounts received and retained by the Servicer
in connection with the liquidation of a Liquidated Loan, whether through
foreclosure thereon or repossession and resale of the related Manufactured Home
or otherwise (including Insurance Proceeds collected in connection with such
liquidation).
"LOAN-TO-VALUE RATIO" means the Contract Loan-to-Value Ratio or the
Mortgage Loan-to-Value Ratio of an Asset, as applicable.
"MANUFACTURED HOME" means a unit of manufactured housing, including all
accessions thereto, securing the indebtedness of the Obligor under the related
Contract.
"MARK-TO-MARKET REGULATIONS" means Treasury regulations relating to the
requirement under section 475 of the Code that dealers in securities use
mark-to-market accounting for federal income tax purposes.
"MONTHLY PAYMENT" means the scheduled monthly payment of principal and
interest on a Contract or Mortgage Loan.
"MORTGAGE" means the mortgage, deed of trust or other instrument creating a
first lien on a first priority ownership interest in or estate in fee simple in
real property securing a Mortgage Note.
"MORTGAGE INSURER" means the insurance company or companies which issue any
Primary Mortgage Insurance Policies with respect to any Mortgage Loans.
"MORTGAGE LOAN" means a mortgage loan secured by a first lien on a one-to
four-family residential real property which is sold and assigned by the Company
to a Trustee and included in the Trust Estate for a Series of Certificates.
"MORTGAGE LOAN DOCUMENTS" means, with respect to each Mortgage Loan, the
following documents:
(1) the original Mortgage Note bearing a complete chain of
endorsements, if necessary, from the initial payee thereunder to the
Seller, with a further endorsement without recourse from the Seller in
blank or to the Trustee or its Custodian, in a form specified in the
related Sales Agreement, together with all related riders and addenda and
any related surety or guaranty agreement, power of attorney and buydown
agreement;
(2) the original recorded Mortgage (or a copy thereof certified to be
a true and correct reproduction of the original thereof by the appropriate
public recording office) with evidence of recordation noted thereon or
attached thereto, or, if the Mortgage is in the process of being recorded,
a photocopy of the Mortgage, certified by an officer of the Seller or the
originator, the related title insurance company, the related
closing/settlement/escrow agent or the related closing attorney to be a
true and correct copy of the Mortgage submitted for recordation;
(3) the original recorded assignment of the Mortgage from the Seller
to the Trustee or its Custodian, in a form specified in the related Sales
Agreement (or a copy thereof certified to be a true and correct
reproduction of the original thereof by the appropriate public recording
office) with evidence of recordation noted thereon or attached thereto, or,
if the assignment is in the process of being recorded, a photocopy of the
assignment, certified by an officer of the Seller to be a true and correct
copy of the assignment submitted for recordation;
(4) each original recorded intervening assignment of the Mortgage as
is necessary to show a complete chain of title from the original mortgagee
(or beneficiary, in the case of a deed of trust) to the Seller (or a copy
of each such assignment certified to be a true and correct reproduction of
the original thereof by the appropriate public recording office) with
evidence of recordation noted thereon or attached thereto, or, if an
assignment is in the process of being recorded, a photocopy of the
assignment, certified by an officer of the Seller to be a true and correct
copy of the assignment submitted for recordation;
(5) an original Title Insurance Policy or, if such policy has not yet
been issued or is otherwise not available, (a) a written commitment to
issue such policy issued by the applicable title insurance company and an
officer's certificate of the Seller certifying that all of the requirements
specified in such commitment have been satisfied, (b) a preliminary title
95
<PAGE>
report if the related Mortgaged Property is located in a state in which
preliminary title reports are acceptable evidence of title insurance or (c)
a certificate of an officer of the Seller certifying that a Title Insurance
Policy is in full force and effect as to the related Mortgage;
(6) for each Mortgage Loan identified in the related Agreement as
having in place a Primary Mortgage Insurance Policy, a Primary Mortgage
Insurance Policy or a certificate of primary mortgage insurance issued by
the related Mortgage Insurer or its agent indicating that such a policy is
in effect as to such Mortgage Loan or, if neither a policy nor a
certificate of insurance from the related Mortgage Insurer is available, a
certificate of an officer of the Seller certifying that a Primary Mortgage
Insurance Policy is in effect as to such Mortgage Loan;
(7) each related assumption agreement, modification, written assurance
or substitution agreement, if any; and
(8) proof of the maintenance of a Standard Hazard Insurance Policy
(and a flood insurance policy, if applicable) as to the related Mortgaged
Property.
"MORTGAGE LOAN FILE" means, as to any Mortgage Loan, all the related
Mortgage Loan Documents.
"MORTGAGE LOAN SCHEDULE" means an Asset Schedule to the extent it
identifies Mortgage Loans.
"MORTGAGE LOAN-TO-VALUE RATIO" means, as to a Mortgage Loan, the ratio,
expressed as a percentage, of the principal amount of such Mortgage Loan at the
time of determination, to the sum of the appraised value of the land and
improvements, and the amount of any prepaid finance charges or closing costs
that are financed.
"MORTGAGE NOTE" means the note or other evidence of indebtedness of a
mortgagor secured by a Mortgage.
"MORTGAGE RATE" means, with respect to each Mortgage Loan, the interest
rate specified in the related Mortgage Note.
"MORTGAGED PROPERTY" means the mortgaged property securing a Mortgage Loan.
"MORTGAGOR" means the obligor on a Mortgage Note.
"MULTIPLE RATE VRDI CERTIFICATE" means a VRDI Certificate that does not
qualify as a Single Rate VRDI Certificate.
"NEGATIVE ADJUSTMENT" means any reduction in the income accrual on a
Certificate for a period below zero.
"NET LIQUIDATION PROCEEDS" means the amount of Liquidation Proceeds
received with respect to any Liquidated Loan, net of the amount of any
Liquidation Expenses incurred with respect to such Liquidated Loan and not
previously reimbursed to the Servicer at the time of liquidation.
"NET RATE" means, as to any Asset, the Asset Rate thereon minus applicable
servicing, administration and guarantee fees and insurance premiums, if any
(plus reinvestment income thereon if payable to the related Certificateholders),
expressed as a percentage per annum of the principal balance of such Asset.
"NON-RECOVERABLE ADVANCE" means any Advance previously made or proposed to
be made in respect of a Contract or Mortgage Loan by the Servicer (or a Trustee
or Pool Insurer) pursuant to the related Agreement, which, in the good faith
judgment of the Servicer (or such Trustee or Pool Insurer), will not or, in the
case of a proposed Advance, would not, be ultimately recoverable by the Servicer
(or such Trustee or Pool Insurer) from Related Proceeds of such Contract or
Mortgage Loan.
"NON-REMIC CERTIFICATE" means a Certificate representing an interest in a
Trust Estate as to which no REMIC elections have been made.
"NON-REMIC STRIP CERTIFICATE" means an IO Certificate, a PO Certificate, or
a Ratio Certificate.
"NON-VRDI CERTIFICATE" means a NOWA Certificate, a Variable Rate
Certificate that is issued at an Excess Premium, or any other Variable Rate
Certificate that does not qualify as a VRDl Certificate.
"NOTIONAL PRINCIPAL AMOUNT" means a fictional principal balance that may be
assigned to a Certificate or a Class of Certificates that is to be used solely
for purposes of determining the amount of interest distributions and certain
other rights and obligations of the holder(s) of such Certificate or Class and
does not represent any beneficial interest in principal payments on the Assets
in the related Trust.
"NOWA CERTIFICATE" means a Weighted Average Certificate relating to a Trust
(or a designated Asset Pool thereof) whose Assets do not bear interest at
qualified floating rates.
96
<PAGE>
"NVRI" means a residual interest that has negative value because, on the
date it is acquired, the present value of the anticipated tax liabilities
associated with holding the interest exceeds the sum of (1) the present value of
the expected future distributions on the interest and (2) the present value of
the anticipated tax savings associated with holding the interest as the related
REMIC generates losses.
"OAKWOOD" means Oakwood Acceptance Corporation, a North Carolina
corporation wholly owned by Oakwood Homes.
"OAKWOOD HOMES" means Oakwood Homes Corporation, a North Carolina
corporation.
"OBLIGOR" means a person who is indebted under a Contract or who has
acquired a Manufactured Home subject to a Contract or a person who is the
mortgagor or borrower under a Mortgage Loan or who has acquired a Mortgaged
Property subject to a Mortgage Loan.
"OBLIGOR BANKRUPTCY INSURANCE" means an insurance policy, reserve fund or
other form of credit enhancement that provides protection against losses
resulting from the bankruptcy of an Obligor.
"OBLIGOR BANKRUPTCY LOSS" means, for any Distribution Date as to any Asset
that was the subject of a Principal Cramdown during the preceding Prepayment
Period, the related Principal Cramdown Amount.
"OFFERED CERTIFICATES" means, as to any Series, the Certificates of Classes
of such Series that are offered pursuant to the related Prospectus Supplement
and this Prospectus.
"OID REGULATIONS" means the final regulations governing original issue
discount that were issued by the Treasury.
"ORDINARY RATIO CERTIFICATE" means a Ratio Certificate that is not
considered a Contingent Payment Obligation.
"ORIGINAL CONTINGENT PAYMENT REGULATIONS" means the proposed regulations
relating to debt instruments issued with contingent payments that were issued as
part of the Original Proposed OID Regulations.
"ORIGINAL PROPOSED OID REGULATIONS" means the proposed regulations
governing original issue discount that were issued by the Treasury in 1986.
"PAC CLASS" means a "planned amortization" Class of Certificates structured
to receive fixed principal distribution amounts on designated Distribution Dates
so long as principal payments on the underlying Assets are received at a rate
that is within a range of constant percentages of the prepayment assumption
model used (as specified in the related Prospectus Supplement).
"PARITY PRICE" means the price at which a Certificate will yield its
coupon, after giving effect to any payment delay.
"PARTICIPANTS" means the participating organizations that utilize the
services of the Depository, including securities brokers and dealers, banks and
trust companies and clearing corporations and may include certain other
organizations.
"PARTICIPATION CERTIFICATE" means a Non-REMIC Certificate evidencing
ownership of equal percentages of the principal and interest payments on the
Assets assigned to the related Trust.
"PASS-THROUGH RATE" means, with respect to any Class of Certificates, the
per annum interest rate, if any, which will accrue on the Certificate Principal
Balance of such Class.
"PERCENTAGE INTEREST" means, with respect to a Certificate to which an
initial principal amount is assigned as of the Closing Date, the portion of the
Class of which such Certificate is a part evidenced by such Certificate,
expressed as a percentage, the numerator of which is the denomination
represented by such Certificate and the denominator of which is the initial
Certificate Principal Balance of such Class. With respect to a Certificate to
which an initial principal balance is not assigned as of the Closing Date, the
portion of the Class of which such Certificate is a part evidenced by such
Certificate, expressed as a percentage stated on the face of such Certificate.
"PERIODIC RATE CAP" means, with respect to any Adjustable Rate Asset, the
limit on the percentage increase that may be made to the related Asset Rate on
any Interest Adjustment Date.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I ADVANCE" means any amount advanced (or required to be advanced, as the
context requires) by the Servicer in respect of a delinquent payment of
principal and interest on a Contract or Mortgage Loan.
97
<PAGE>
"PLAN" means any employee benefit plan or retirement arrangement, including
individual retirement accounts and annuities, Keogh plans, and collective
investment funds in which such plans, accounts, annuities or arrangements are
invested, that are described in or subject to the Plan Asset Regulations, ERISA,
or corresponding provisions of the Code.
"PLAN ASSET REGULATIONS" means the DOL regulations set forth in 29 C.F.R.
(section mark) 2510.3-101, as amended from time to time.
"PLAN INVESTOR" means any Plan, any Person acting on behalf of a Plan, or
any Person using the assets of a Plan.
"PO CERTIFICATE" means a Non-REMIC Certificate evidencing ownership of a
percentage of the principal payments on some or all of the Assets assigned to
the related Trust.
"POOLING AND SERVICING AGREEMENT" means, with respect to any Series, the
pooling and servicing agreement pursuant to which the related Trust was
established and the related Certificates were issued, which will be among the
Company, the Servicer and the related Trustee and will consist of a Series
Agreement which incorporates by reference the Standard Terms.
"POOL INSURANCE POLICY" shall have the meaning assigned and shall be as
described herein under "The Trusts -- Insurance -- Credit Insurance."
"POOL INSURER" means the insurer under any Pool Insurance Policy.
"POOL SCHEDULED PRINCIPAL BALANCE" means, on any Distribution Date for a
Series, the aggregate of the Scheduled Principal Balances, immediately prior to
the beginning of the related Collection Period, of the related Assets that were
outstanding at the beginning of such Collection Period, without giving effect to
any principal prepayments, Net Liquidation Proceeds or Repurchase Prices
received (or Realized Losses incurred) on such Assets on the day preceding the
beginning of such Collection Period, plus the aggregate of the principal
components of any Monthly Payments that were due at or prior to the beginning of
such Collection Period on such Assets, but which Monthly Payments were not
collected from a related Obligor or advanced by the Servicer and which were not
reflected in a corresponding reduction of the Certificate Principal Balance of
the Certificates on the related Distribution Date. The Pool Scheduled Principal
Balance as of any date of determination that is not a Distribution Date shall be
the Pool Scheduled Principal Balance for the next upcoming Distribution Date.
"PRE-FUNDED AMOUNT" means the amount initially deposited into a Pre-Funding
Account for a Series.
"PRE-FUNDED ASSET" means an Asset acquired by a Trust after the related
Closing Date using funds on deposit in the related Pre-Funding Account.
"PRE-FUNDING ACCOUNT" means an account established for the purpose of
enabling a Trust to purchase Pre-Funded Assets, with an aggregate principal
balance not to exceed 25% of the Certificate Principal Balance of Certificates
issued by such Trust during the applicable Pre-Funding Period, as described
herein under "The Trusts -- Pre-Funding Accounts."
"PRE-FUNDING PERIOD" means any period specified as such in a Prospectus
Supplement not to exceed three months, during which the related Trust may
acquire Pre-Funded Assets using funds on deposit in a related Pre-Funding
Account.
"PRE-ISSUANCE ACCRUED INTEREST" means interest that has accrued under the
terms of a Certificate prior to the issue date of such Certificate.
"PRE-ISSUANCE ACCRUED INTEREST RULE" means the rule in the OID Regulations
under which a Certificate's issue price may be computed by subtracting from the
issue price the amount of Pre-Issuance Accrued Interest on the Certificate, and
a portion of the interest received on the first Distribution Date with respect
to such Certificate would be treated as a return of such Pre-Issuance Accrued
Interest rather than as a payment on the Certificate, provided: (i) a portion of
the initial purchase price of the Certificate is allocable to Pre-Issuance
Accrued Interest and (ii) the Certificate provides for a payment of stated
interest on the first payment date within one year of the issue date that equals
or exceeds the amount of such Pre-Issuance Accrued Interest.
"PREMIUM CERTIFICATE" means a Certificate that has a purchase price greater
than its principal amount.
"PREPAYMENT MODEL" means a prepayment standard or model which represents an
assumed rate of prepayment of the Assets in an Asset Pool relative to the
aggregate outstanding principal balance of such Asset Pool from time to time.
"PREPAYMENT PERIOD" means, unless otherwise provided in a related
Prospectus Supplement, with respect to any Distribution Date, the calendar month
immediately preceding the calendar month in which such Distribution Date occurs.
98
<PAGE>
"PRICING PREPAYMENT ASSUMPTIONS" means, with respect to a Series of
Certificates, the assumptions concerning the rate and timing of principal
prepayments on the underlying Assets and concerning the reinvestment rate on
amounts held pending distribution that were assumed in pricing such
Certificates.
"PRIMARY MORTGAGE INSURANCE" means the insurance provided under any Primary
Mortgage Insurance Policy.
"PRIMARY MORTGAGE INSURANCE POLICY" means the primary mortgage insurance
policy, if applicable, covering certain Conventional Mortgage Loans for which
the initial Mortgage Loan-to-Value Ratios exceeded 80%.
"PRINCIPAL CRAMDOWN" means, as to any Asset, either (a) a decree by a
bankruptcy court to the effect that the portion of such Asset that is secured by
the underlying Manufactured Home or Mortgaged Property is less than its Unpaid
Principal Balance due to the fact that the value of such Manufactured Home or
Mortgaged Property is less than such Unpaid Principal Balance or (b) the
permanent forgiveness by a bankruptcy court of some or all of the Unpaid
Principal Balance owed by the related Obligor.
"PRINCIPAL CRAMDOWN AMOUNT" means, with respect to any Prepayment Period as
to any Asset that has been the subject of a Principal Cramdown, the amount by
which (a) the Unpaid Principal Balance of such Asset exceeds (b) as applicable,
depending upon the type of Principal Cramdown that was applied to such Asset,
either (1) the portion of such Unpaid Principal Balance that remains secured by
the related Manufactured Home or Mortgaged Property after taking the related
Principal Cramdown into account or (2) the Unpaid Principal Balance after taking
into account the permanent forgiveness of debt ordered by the bankruptcy court
in connection with the related Principal Cramdown.
"PRINCIPAL DISTRIBUTION AMOUNT" means, for any Series, except as otherwise
defined in the related Agreement, on any Distribution Date other than the
Distribution Date on which the related Trust is to be terminated, the sum of the
following amounts: (1) the sum of the principal components of all Monthly
Payments scheduled to be made on the Due Date occurring during the related
Collection Period on the related Assets that were Outstanding at the opening of
business on such Due Date (regardless of whether such Monthly Payments were
received by the Servicer from the related Obligors), not including any Monthly
Payments due on Liquidated Loans or repurchased Assets; (2) the sum of the
amounts of all Principal Prepayments received by the Servicer on the related
Assets during the related Prepayment Period; (3) with respect to any related
Asset that became a Liquidated Loan during the related Prepayment Period, the
Scheduled Principal Balance thereof on the date of liquidation thereof
(determined without giving effect to such liquidation), plus an amount equal to
the principal components of all Monthly Payments due on or prior to such date on
such Asset but theretofore unpaid by the related Obligors and not advanced by
the Servicer; (4) with respect to any related Asset that was purchased or
repurchased by the Servicer, OAC or the Company pursuant to the related
Agreement during the related Prepayment Period, the Scheduled Principal Balance
thereof on the date of purchase or repurchase thereof (determined without giving
effect to such purchase or repurchase), plus an amount equal to the principal
components of all Monthly Payments due on or prior to such date on such Asset
but theretofore unpaid by the related Obligor and not advanced by the Servicer;
and (5) an amount equal to all Principal Distribution Amounts from previous
Distribution Dates that have not yet been distributed on the Certificates (not
including any portion of such previous Principal Distribution Amounts that is
included in either of the amounts described in clause (3) or clause (4) above)
minus the amount of any Writedown Amounts that have previously been allocated to
the Class of Certificates then entitled to receive the Principal Distribution
Amount in accordance with the related Pooling and Servicing Agreement.
On the Distribution Date on which the Trust is terminated, the Pool
Scheduled Principal Balance for such Distribution Date.
"PRINCIPAL PREPAYMENT" means, with respect to any Asset, a payment
attributable to principal of such Asset, other than a scheduled principal
payment on such Asset, which may be received (1) from the related Obligor
together with a regular Monthly Payment, (2) from the related Obligor together
with an early Monthly Payment, or (3) in the form of net Insurance Proceeds
received by the Servicer otherwise than as a component of Liquidation Proceeds.
"PRINCIPAL-ONLY CLASS" means a Class of Certificates representing an
interest only in specified collections of principal on the underlying Assets,
which will have no Pass-Through Rate.
"QUALIFIED BANK" means any domestic bank not affiliated with DFC or the
Company (1) having long-term unsecured debt obligations rated in one of the two
highest rating categories of each applicable Rating Agency or short-term
unsecured debt obligations rated in each applicable Rating Agency's highest
applicable rating category, (2) having commercial paper or short-term unsecured
debt obligations rated in each Rating Agency's highest applicable rating
category, or (3) that is otherwise acceptable to each applicable Rating Agency.
99
<PAGE>
"QUALIFIED MORTGAGE" has the meaning assigned to such term herein under
"Federal Income Tax Consequences -- REMIC Certificates -- REMIC
Qualification -- Asset Composition."
"QUALIFIED STATED INTEREST" means, in general, stated interest that is
unconditionally payable in cash or property (other than debt instruments of the
issuer) at least annually at (1) a single fixed rate or (2) a variable rate that
meets certain requirements set out in the OID Regulations.
"QUALIFIED SUBSTITUTE ASSET" means an Asset substituted by the Company, the
Seller or the Servicer for a Replaced Asset which must, on the date of such
substitution, (1) have an Unpaid Principal Balance not greater than (and not
more than $10,000 less than) the Unpaid Principal Balance of the Replaced Asset,
(2) have an Asset Rate not less than (and not more than one percentage point in
excess of) the Asset Rate of the Replaced Asset, (3) have a Net Rate equal to
the Net Rate of the Replaced Asset, (4) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Replaced Asset,
(5) have a Loan-to-Value Ratio as of the first day of the month in which the
substitution occurs equal to or less than the Loan-to-Value Ratio of the
Replaced Asset as of such date (in each case, using the appraised value at
origination, and after taking into account the Monthly Payment due on such
date), and (6) comply with each representation and warranty set forth in Section
2.05 of the Standard Terms and in the related Sales Agreement. In the event that
more than one Asset is substituted for a Replaced Asset, the amount described in
clause (1) hereof shall be determined on the basis of aggregate Unpaid Principal
Balances, the rates described in clauses (2) and (3) hereof shall be determined
on the basis of weighted average Asset Rates and Net Rates, as the case may be,
and the term described in clause (4) hereof shall be determined on the basis of
weighted average remaining terms to maturity, provided that no Qualified
Substitute Asset may have an original term to maturity beyond the latest
original term to maturity of any Asset assigned to the Trust on the Closing
Date. In the case of a Trust for which a REMIC election has been or will be
made, a Qualified Substitute Asset also shall satisfy the following criteria as
of the date of its substitution for a Replaced Asset: (A) the Obligor shall not
be 90 or more days delinquent in payment on the Qualified Substitute Asset, (B)
the Asset File for such Asset shall not contain any material deficiencies in
documentation, and shall include an executed Contract or Mortgage Note, as
applicable, and, if it is a Land Secured Contract or a Mortgage Loan, a recorded
Mortgage; (C) the Loan-to-Value Ratio of the Asset must be 125% or less either
(i) on the date of origination of the Asset, or, if any of the terms of such
Asset were modified other than in connection with a default or imminent default
on such Asset, on the date of such modification, or (ii) on the date of the
substitution, based on an appraisal conducted within the 60 day period prior to
the date of the substitution; (D) no property securing such Asset may be subject
to foreclosure, bankruptcy, or insolvency proceedings; and (E) such Asset, if a
Land Secured Contract or a Mortgage Loan, must be secured by a valid first lien
on the related Real Property or Mortgaged Property.
"QUALIFYING REIT INTEREST" means interest that is treated as "interest on
obligations secured by mortgages on real property" for REIT qualification
purposes.
"RATE BUBBLE CERTIFICATE" means a Regular Certificate, the effective
interest rate on which is higher during the Certificate's First Distribution
Period than during the remainder of the life of the Certificate.
"RATING AGENCY" means a nationally-recognized statistical securities rating
organization, such as Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc., Moody's investors Service, Inc., Fitch Investors Service,
Inc., and Duff & Phelps Credit Rating Co. With respect to any Series, each
Rating Agency rating any Certificates of such Series offered hereunder will be
identified in the related Prospectus Supplement.
"RATIO CERTIFICATE" means a Non-REMIC Certificate evidencing ownership of a
percentage of the interest payments and a different percentage of the principal
payments on the Assets assigned to the related Trust.
"RCRA" means the Resource Conservation and Recovery Act of 1976, as
amended.
"REALIZED INTEREST LOSS" means a shortfall in interest resulting from the
receipt of Net Liquidation Proceeds in respect of a Contract or Mortgage Loan in
an amount that is insufficient to pay accrued and unpaid interest thereon.
"REALIZED LOSS" means (1) the amount of any loss realized by a Trust in
respect of any related Liquidated Loan (which may be a Special Hazard Loss or a
Fraud Loss), which shall generally equal (a) the Unpaid Principal Balance of the
Liquidated Loan, plus accrued and unpaid interest on such Liquidated Loan, plus
amounts reimbursable to the Servicer for previously unreimbursed Servicing
Advances, minus (b) Net Liquidation Proceeds in respect of the Liquidated Loan
or (2) any Obligor Bankruptcy Loss.
"REAL PROPERTY" means a parcel of real estate securing a Land Secured
Contract.
100
<PAGE>
"RECORD DATE" means, for any Distribution Date, the date on which the
identities of the Certificateholders entitled to distributions on the related
Certificates on such Distribution Date are fixed, which shall be the last day of
the preceding calendar month unless otherwise specified in the related
Prospectus Supplement.
"REGULAR CERTIFICATE" means a Certificate evidencing a "regular interest"
in a REMIC.
"REIT" means a "real estate investment trust" as defined in the Code.
"RELATED PROCEEDS" means, with respect to any Contract or Mortgage Loan in
respect of which an Advance has been or is to be made, future collections in
respect of such Contract or Mortgage Loan (including collections of or from
Insurance Proceeds, Additional Assets or Liquidation Proceeds relating to such
Contract or Mortgage Loan).
"RELIEF ACT" means the federal Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
"REMIC" means a "real estate mortgage investment conduit" as defined in the
Code.
"REMIC CERTIFICATE" means a Certificate representing an interest in a Trust
Estate as to which one or more REMIC elections have been made.
"REMIC PROVISIONS" means provisions of the Code relating to REMICs, which
appear at Sections 860A through 860G of the Code, related Code provisions,
regulations (whether in proposed, temporary or final form), announcements and
rulings thereunder, as the foregoing may be in effect from time to time.
"REMITTANCE ACCOUNT" shall have the meaning assigned to such term herein
under "Sale and Servicing of Contracts and Mortgage
Loans -- Servicing -- Distributions on Certificates."
"REMITTANCE DATE" means the business day preceding any monthly Distribution
Date.
"REMITTANCE REPORT" means, with respect to any Distribution Date, the
monthly statement relating to such Distribution Date which is to be prepared by
the Servicer and furnished by the Trustee to the related Certificateholders, as
more fully described herein under "The Pooling and Servicing
Agreements -- Reports to Certificateholders."
"REO PROPERTY" means a Mortgaged Property acquired by the Servicer on
behalf of a Trust pursuant to a foreclosure or other similar proceeding in
respect of a related Mortgage Loan.
"REPLACED ASSET" MEANS AN ASSET REPLACED OR TO BE REPLACED BY A QUALIFIED
SUBSTITUTE ASSET.
"REPO PROPERTY" means a Manufactured Home (and any related Real Property)
acquired by the Servicer on behalf of a Trust pursuant to a repossession,
foreclosure or other similar proceeding in respect of a related Contract.
"REPURCHASE PRICE" shall, for any Asset, have the meaning assigned in the
related Agreement. Generally, the "Repurchase Price" of an Asset will equal the
Unpaid Principal Balance thereof, plus unpaid interest thereon at the applicable
Asset Rate through the end of the month in which such price is paid for the
Asset.
"RESERVE FUND" means a fund established and funded by the Company or such
other party specified in the related Prospectus Supplement to make payments on
certain Certificates to the extent funds are not otherwise available.
"RESIDUAL CERTIFICATE" means a Certificate evidencing a "residual interest"
in a REMIC.
"RIC" means a "regulated investment company" as defined in the Code.
"SALES AGREEMENT" means, with respect to any Asset, the agreement pursuant
to which the related Seller sold such Asset to the Company.
"SCHEDULED PRINCIPAL BALANCE" means, as of any date of determination with
respect to any Contract, Repo Property, Mortgage Loan or REO Property, (1) the
Cut-off Date Principal Balance of such Contract or Mortgage Loan (or of the
related Contract or Mortgage Loan, in the case of a Repo Property or REO
Property) minus (2) the sum of (a) the principal components of any Monthly
Payments due on such Contract or Mortgage Loan (or on the related Contract or
Mortgage Loan, in the case of a Repo Property or REO Property) after the related
Cut-off Date and on or before such date of determination (regardless of whether
such Monthly Payments were received from the related Obligor) plus (b) all
principal prepayments received by the Servicer on such Contract or Mortgage Loan
(or on the related Contract or Mortgage Loan, in the case of a Repo Property or
REO Property) (including the principal portion of Net Liquidation Proceeds and
the principal portion of all amounts paid by the Seller or another party to
repurchase such Contract or Mortgage Loan) on or after the Cut-off Date and on
or prior to such date of determination, plus (c) all Realized Losses incurred on
such Contract or Mortgage Loan (or the
101
<PAGE>
related Contract or Mortgage Loan, in the case of a Repo Property or REO
Property) on or after the Cut-off Date and on or prior to such date of
determination.
"SELLER" means, as to any Contract or Mortgage Loan included in the Trust
Estate for a Series, the entity that sold such Contract or Mortgage Loan to the
Company under a Sales Agreement, which will be DFC unless otherwise specified in
the related Prospectus Supplement.
"SENIOR CERTIFICATES" means, with respect to each Series of Certificates,
the Class or Classes which have rights to receive distributions or with respect
to allocations of Realized Losses and/or Shortfalls that are preferential to
those of another Class or Classes in such Series.
"SERIES" means a series of Certificates offered pursuant to this Prospectus
and a Prospectus Supplement thereto.
"SERIES AGREEMENT" means the Pooling and Servicing Agreement for a
particular Series, not including the Standard Terms.
"SERIES RATE" means, with respect to a Series, the interest rate equal to a
weighted average of the interest rates on all of the Non-REMIC Certificates
issued in such Series.
"SERIES REMIC" means a REMIC created with respect to a particular Series.
"SERVICE" means the Internal Revenue Service.
"SERVICER" means Oakwood, in its capacity as servicer of the Mortgage Loans
and/or Contracts underlying a Series of Certificates, or such other entity
specified as the servicer in the related Prospectus Supplement.
"SERVICING ADVANCE" means an advance required to be made by the Servicer in
respect of Contracts or Mortgage Loans (other than P&I Advances) including, but
not limited to, advances for the payment of personal property taxes, real
property taxes and premiums for Standard Hazard Insurance Policies.
"SERVICING FEE" means the monthly fee paid to the Servicer in respect of a
Series, as specified in the related Prospectus Supplement, which is typically a
fixed percentage of the Pool Scheduled Principal Balance of the related Asset
Pool.
"SHORTFALL" means, for any month and any Contract or Mortgage Loan, the
amount by which the amount of interest due on such Contract or Mortgage Loan for
such month exceeds the amount of interest collected or advanced in respect of
such Contract, which may be due to Due Date Interest Shortfall or Soldiers' and
Sailors' Shortfall.
"SINGLE RATE VRDI CERTIFICATE" means a VRDI Certificate that provides for
stated interest unconditionally payable in cash or property at least annually at
a single qualified floating rate or a single objective rate.
"SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984.
"SOLDIERS' AND SAILORS' SHORTFALL" means a Shortfall in respect of a
Contract or Mortgage Loan resulting from application of the Relief Act.
"SPECIAL HAZARD INSURANCE POLICY" shall have the meaning assigned and shall
be as described herein under "The Trusts -- Insurance -- Hazard
Insurance -- Special Hazard Insurance Policy."
"SPECIAL HAZARD INSURER" means the insurer under any Special Hazard
Insurance Policy.
"SPECIAL HAZARD LOSS" means a loss incurred on a Contract or Mortgage Loan
attributable to physical damage to the related Manufactured Home or Mortgaged
Property of a type which is not covered by standard hazard insurance policies,
excluding losses caused by war, nuclear reaction, nuclear or atomic weapons,
insurrection or normal wear and tear.
"STANDARD HAZARD INSURANCE POLICY" shall mean a policy providing standard
hazard insurance coverage with respect to a Manufactured Home or Mortgaged
Property as described herein under "The Trusts -- Insurance -- Hazard
Insurance -- Standard Hazard Insurance Policies."
"STANDARD TERMS" means the Standard Terms to Pooling and Servicing
Agreement, incorporated by reference by any Series Agreement.
"STEP-UP RATE" means the Asset Rate on a Step-up Rate Loan.
"STEP-UP RATE LOAN" means an Asset which bears interest at an Asset Rate
that increases over time.
102
<PAGE>
"STRIP CLASS" means a Class of Certificates representing an interest only
in a specified portion of interest collections on the underlying Assets, which
may have no principal balance, a nominal principal balance or a Notional
Principal Amount.
"STRIPPING REGULATIONS" means the regulations issued by the Treasury under
section 1286 of the Code.
"SUBORDINATED CERTIFICATES" means, with respect to each Series of
Certificates, the Class or Classes with rights to receive distributions or with
respect to the allocation of Realized Losses and/or Shortfalls that are
subordinate to those of another Class or Classes of such Series.
"SUBORDINATION AMOUNT" means a specific amount of subordination provided by
Subordinated Certificates, as specified, if applicable, in the related
Prospectus Supplement.
"SUB-SERVICER" means any party, if any, with whom the Servicer has entered
into a Sub-servicing Agreement.
"SUB-SERVICING ACCOUNT" means an Eligible Account established by a
Sub-servicer that must comply with all standards applicable to the related
Certificate Account, into which the Sub-servicer must deposit collections in
respect of the related Assets pending remittance thereof to the related
Certificate Account.
"SUB-SERVICING AGREEMENT" means the written contract between the Servicer
and any Sub-servicer relating to servicing and/or administration of certain
Mortgage Loans or Contracts as provided in the Agreement.
"SUPERPREMIUM CERTIFICATE" means a Certificate that provides for a
relatively small amount of principal and for interest that can be expressed as
Qualified Stated Interest at a very high fixed rate with respect to that
principal.
"TAXABLE MORTGAGE POOL" means any entity other than a REMIC or a REIT if
(i) substantially all of the assets of the entity consist of debt obligations
and more than 50% of such obligations consist of "real estate mortgages" (which
term, for purposes of this definition, includes Mortgage Loans and Contracts),
(ii) such entity is the obligor under debt obligations with two or more
maturities, and (iii) under the terms of the debt obligations on which the
entity is the obligor, payments on such obligations bear a relationship to
payment on the obligations held by the entity.
"TAXABLE MORTGAGE POOL RULES" means the Code sections governing Taxable
Mortgage Pools, and the regulations that were issued by the Treasury thereunder.
"TAX ADMINISTRATOR" means the entity responsible for computing the amount
of original issue discount to be reported to the holders of Regular Certificates
each taxable year, which, unless otherwise provided in the related Pooling and
Servicing Agreement, will be Oakwood or an Affiliate thereof.
"TEASER CERTIFICATE" means a Regular Certificate that bears interest under
terms that provide for a teaser rate period, interest holiday, or other period
during which the rate of interest payable on such Certificate is lower than the
rate payable during the remainder of the life of the Certificate.
"THRIFT INSTITUTION" means a thrift institution taxed as a "mutual savings
bank" or a "domestic building and loan association."
"TITLE I" means Title I of the National Housing Act, as amended.
"TITLE STATE" means a state in which a lien on a Manufactured Home is
"perfected" under applicable motor vehicle titling statues, either by notation
of the secured party's lien on the related certificate of title or by delivery
of the required documents and payment of a fee to the state motor vehicle
authority to re-register the Manufactured Home.
"TITLE V" means Title V of the Depository Institutions Deregulation and
Monetary Control Act of 1980, as amended.
"TMP" means the holder of a residual interest in a REMIC that is designated
as the tax matters person of such REMIC.
"TREASURY" means the United States Treasury Department.
"TRUST" means a trust that issues a Series of Certificates.
"TRUSTEE" means the Trustee for a Series of Certificates specified in the
related Prospectus Supplement.
"TRUSTEE MORTGAGE LOAN FILE" means, as to any Mortgage Loan, a file which
is required to contain all of the Mortgage Loan Documents for such Mortgage
Loan.
"TRUST ESTATE" means, with respect to each Series of Certificates, the
corpus of the trust created by the related Agreement, to the extent described in
such Agreement, consisting of, among other things, Contracts and/or Mortgage
Loans, such
103
<PAGE>
assets as shall from time to time be identified as deposited in the related
Distribution Account, property which secured a Contract or Mortgage Loan but
which has been acquired by the related Trust through repossession or foreclosure
or otherwise, any related insurance policy, any related Reserve Fund and any
related alternate credit enhancement, if any.
"UBTI" means "unrelated business taxable income" as defined in the Code.
"UCC" means the Uniform Commercial Code.
"UCC STATE" means a state in which a lien on a Manufactured Home is
"perfected" pursuant to the provisions of the applicable UCC, by filing UCC-3
financing statements or other appropriate transfer instruments with all
appropriate UCC filing offices.
"UNDERWRITER" means any firm that underwrites the purchase of the
Certificates of a Series.
"UNOFFICIAL CONTINGENT PAYMENT REGULATIONS" means the proposed Treasury
regulations applicable to instruments with contingent payments that were
unofficially released by the Service on January 19, 1993.
"UNPAID PRINCIPAL BALANCE" means the unpaid principal balance of a
particular Contract or Mortgage Loan.
"VA" means the United States Department of Veterans Affairs.
"VA CONTRACT" or "VA MORTGAGE LOAN" means a Contract or Mortgage Loan that
is partially guaranteed by the VA.
"VARIABLE RATE CERTIFICATE" means a Regular Certificate that bears interest
at a variable rate.
"VOTING RIGHTS" means, with respect to a Certificate, the portion of the
voting rights of all of the Certificates of the related Series which is
allocated to any such Certificate. Unless otherwise provided in the related
Agreement, (1) if any Class of Certificates does not have a Certificate
Principal Balance or has an initial Certificate Principal Balance that is less
than or equal to 1% of the aggregate Certificate Principal Balance of all the
Certificates of its Series, then 1% of the Voting Rights for such Series shall
be allocated to each such Class, and the balance of the Voting Rights for such
Series shall be allocated among the remaining Classes of Certificates of such
Series in proportion to their respective Certificate Principal Balances
following the most recent Distribution Date, and (b) if no Class of Certificates
of such Series has an initial Certificate Principal Balance less than 1% of the
aggregate Certificate Principal Balance of all Certificates of such Series, then
all of the Voting Rights for such Series shall be allocated among all the
Classes of Certificates of such Series in proportion to their respective
Certificate Principal Balances following the most recent Distribution Date.
Voting Rights allocated to each Class of Certificates shall be allocated among
the Certificates of such Class in proportion to the respective Percentage
Interests of the Holders thereof.
"VRDI" means a "variable rate debt instrument" as defined in section
1.1275-5 of the OID Regulations.
"VRDI CERTIFICATE" means a Variable Rate Certificate that qualifies as a
VRDI under the OID Regulations.
"WAM" means, with respect to a Regular Certificate, the sum of the amounts
obtained by multiplying the amount of each Deemed Principal Payment on the
Certificate by a fraction, the numerator of which is the number of complete
years from the Certificate's issue date until the payment is made, and the
denominator of which is the Certificate's stated redemption price at maturity.
"WEIGHTED AVERAGE CERTIFICATE" means a Regular Certificate that provides
for interest based on a weighted average of the interest rates on some or all of
the Assets held by the related REMIC.
104
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering of $500,000,000 of the mortgage pass-through certificates being
registered under this Registration Statement, other than underwriting discounts
and commission:
SEC Registration.............................................$ 151,515
Printing and Engraving........................................ 120,000
Legal Fees and Expenses....................................... 200,000
Accounting Fees and Expenses ................................. 125,000
Trustee Fees and Expenses..................................... 30,000
Rating Agency Fees............................................ 350,000
Miscellaneous................................................ 23,485
----------
TOTAL.........................................$1,000,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 3, Part 3 of the North Carolina Limited Liability Company Act
provides in substance that North Carolina limited liability companies shall have
the power, under specified circumstances, to indemnify their managers and
members in connection with judgements, settlements, penalties, fines or expenses
incurred in a proceeding to which such person is a party because of their
activities as a manager or member. The North Carolina Limited Liability Company
Act also provides that North Carolina limited liability companies may purchase
insurance on behalf of any member, manager, employee or agent. Section VIII of
the Registrant's Operating Agreement incorporates the indemnification provisions
of Article 3 of the North Carolina Limited Liability Company Act to the fullest
extent provided for therein.
Article 8 of the North Carolina Business Corporation Act provides in
substance that North Carolina corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with pending or threatened actions, suits or proceedings (whether
civil, criminal, administrative, or investigative and whether formal or
informal) against liability and expenses incurred in any proceeding arising out
of such directors,' officers,' employees' or agents' status as such or their
activities in any one of the foregoing capacities. The North Carolina Business
Corporation Act also provides that North Carolina corporations may purchase
insurance on behalf of any such director, officer, employee or agent. Article VI
of Deutsche Financial Capital I Corp.'s (the Registrant's managing member)
Articles of Incorporation incorporates the indemnification provisions of Article
8 of the North Carolina Business Corporation Act to the fullest extent provided
for therein.
Oakwood Homes Corporation and Deutsche Financial Services Corporation each
carry insurance policies providing directors' and officers' liability insurance
for any liability its directors or officers or the directors or officers of any
of its subsidiaries, including the Registrant, may incur in their capacities as
such.
Under certain sales agreements entered into by the Registrant (as purchaser)
with DFC as seller of collateral, DFC is obligated to indemnify the Registrant
against certain expenses and liabilities.
Reference is made to the form of Underwriting Agreement filed as an exhibit
hereto for provisions relating to the indemnification of directors, officers and
controlling persons of the Registrant and the Manager against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
II - 1
<PAGE>
ITEM 16. EXHIBITS.
1.1 Underwriting Agreement Standard Provisions (March 1997), together with
Form of Underwriting Agreement*
3.1 Articles of Organization of Registrant*
3.2 Operating Agreement of Registrant*
4.1 Form of Pooling and Servicing Agreement*
4.2 Standard Terms to Pooling and Servicing Agreement (March 1997 Edition)*
4.3 Form of Limited Guarantee*
5.1 Opinion of Hunton & Williams*
8.1 Tax Opinion re: Adequacy of Prospectus Disclosure*
8.2 Tax Opinion re: REMIC Certificates*
8.3 Tax Opinion re: Non-REMIC Certificates*
23.1 Consent of Hunton & Williams (included in Exhibits 5.1, 8.1, 8.2 and
8.3)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Allen, Pritchett & Bassett, CPAs
24.1 Power of Attorney (included on the signature page of this Registration
Statement)
99.1 Form of Prospectus Supplement for Transactions Involving Senior and
Subordinated Manufactured Housing Contract Pass-Through Certificates
99.2 Form of Sales Agreement between the Registrant, as Purchaser, and
Deutsche Financial Capital Limited Liability Company, as Seller*
99.3 Preliminary Form of Prospectus Supplement for Transaction 1997-1
- ------------------
* previously filed
II - 2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change of such information
in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
included by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registrant's Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greensboro, County of
Guilford, State of North Carolina, on May 21, 1997.
DEUTSCHE FINANCIAL CAPITAL
By: DEUTSCHE FINANCIAL CAPITAL
By: /s/ Richard H. Schumacher
Name: Richard H. Schumacher
Title: President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard
H. Schumacher, Douglas R. Muir, and Myles E. Standish his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Amendment No. 1 to the Registrant's Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registrant's Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Richard H. Schumacher Director and President May 21, 1997
Richard H. Schumacher
/s/ Douglas R. Muir Director, Treasurer, Assistant Secretary May 21, 1997
Douglas R. Muir and Vice President (Principal Financial Officer)
Director May 21, 1997
Paul Stephanz
</TABLE>
II - 4
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 333-24351)
of Deutsche Financial Capital Securitization LLC of our report dated November
4, 1996 appearing on page 35 of Oakwood Homes Corporation's ("OHC") Annual
Report to Shareholders, which is incorporated by reference in OHC's Annual
Report on Form 10-K for the year ended September 30, 1996. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Winston-Salem, North Carolina
May 20, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporated by
reference of our report included in the Oakwood Homes Corporation Annual
Report on Form 10-K for the year ended September 30, 1996, into the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 333-24351)
of Deutsche Financial Capital Securitization LLC. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Allen, Pritchett & Bassett, LLP
Allen, Pritchett & Bassett, LLP
Tifton, Georgia
May 20, 1997
Exhibit 99.1
FORM OF
PROSPECTUS SUPPLEMENT
$___________ (APPROXIMATE)
DEUTSCHE FINANCIAL CAPITAL SECURITIZATION LLC, SELLER
MANUFACTURED HOUSING CONTRACT
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 19__-X
(OAKWOOD ACCEPTANCE CORPORATION, SERVICER)
--------------------------
The Senior/Subordinated Pass-Through Certificates, Series 19__-X (the
"Certificates") will represent interests in a pool (the "Contract Pool" or the
"Asset Pool") of fixed-rate manufactured housing installment sales contracts
(the "Contracts") and fixed-rate mortgage loans secured by first liens
on the real estate to which the related Manufactured Homes are deemed
permanently affixed (the "Mortgage Loans", and together with the Contracts,
the "Assets"). The Contracts were originated or purchased by Deutsche Financial
Capital Limited Liability Company ("DFC") in the ordinary course of DFC's
business and will be conveyed by DFC to Deutsche Financial Capital
Securitization LLC (the "Company"). The Company will convey the Trust Estate to
DFCS Trust 19__-X (the "Trust") pursuant to the Pooling and Servicing Agreement
referred to herein. Oakwood Acceptance Corporation will serve as servicer of the
Contracts (together with any successor servicer, herein referred to as the
"Servicer").
The Certificates will consist of the Class A-1 and Class A-2
Certificates (collectively, the "Senior Certificates") and the Class A-3, Class
B-1, Class B-2 and Class R Certificates (collectively, the "Subordinated
Certificates"). Only the Senior Certificates and the Class A-3 Certificates
(collectively, the "Class A Certificates"), and the Class B-1 Certificates are
being offered hereby (collectively, the "Offered Certificates").
Distributions of principal of and interest on the Certificates will be
distributed to Certificateholders on the 15th day of each month (or if the 15th
day is not a business day, the next business day) (each, a "Distribution Date"),
beginning in ____________, ____. Unlike standard corporate bonds, the timing and
amount of principal distributions on the Certificates are not fixed and will be
determined by the timing and amount of principal payments on the Contracts.
Contract prepayment rates are likely to fluctuate significantly from time to
time.
Elections will be made to treat certain assets of the Trust as two
separate real estate mortgage investment conduits (each, a "REMIC") under the
Internal Revenue Code of 1986, as amended (the "Code"). The Class A-1, Class A-2
and Class A-3 Certificates (collectively, the "Class A Certificates"), the Class
B-1 and Class B-2 Certificates (collectively, the "Class B Certificates") will
represent "regular interests" in one of such REMICs. The Class R Certificates
will represent beneficial ownership of the "residual interest" in each of such
REMICs. See "Federal Income Tax Consequences - REMIC Certificates" in
the Prospectus.
There will be no application to list the Offered Certificates on any
exchange, although the Underwriters intend to make a secondary market in
the Offered Certificates, they have no obligation to do so. There can be no
assurance that a secondary market for the Offered Certificates will develop,
or if it does develop, that it will continue to exist or provide sufficient
liquidity.
FOR A DISCUSSION OF CERTAIN SIGNIFICANT MATTERS AFFECTING INVESTMENTS
IN THE OFFERED CERTIFICATES, SEE "RISK FACTORS" HEREIN AT PAGE S-___ AND IN THE
PROSPECTUS AT PAGE ____.
(COVER CONTINUED ON NEXT PAGE)
<PAGE>
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
========================================================================================================================
Initial Price To Underwriting Proceeds to
Principal Amount Public (1) Discount Company (1)(2)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A-1... $ % % %
- -------------------------------------------------------------------------------------------------------------------------
Class A-2... $ % % %
- -------------------------------------------------------------------------------------------------------------------------
Class A-3... $ % % %
- -------------------------------------------------------------------------------------------------------------------------
Class B-1... $ % % %
=========================================================================================================================
</TABLE>
(1) Per Certificate, plus accrued interest, if any, at the applicable
Pass-Through Rate from the Closing Date, with respect to the Class A-1
Certificates, and from ___________ 1, 19___, with respect to all other
Classes of Offered Certificates.
(2) Before deducting expenses payable by the Company, estimated to be
$___,___.
----------------------------
The Offered Certificates will be offered by the Underwriter specified
below (the "Underwriter"), subject to prior sale, when, as and if delivered to
and accepted by the Underwriter and subject to their right to reject orders in
whole or in part. [It is expected that delivery of the Offered Certificates will
be made in book-entry form only through the Same Day Funds Settlement system of
The Depository Trust Company on or about ________, ____.] [It is expected that
the Offered Certificates will be delivered in certificated, fully-registered
form at the offices of the Underwriter, New York, New York, on or about
__________, 19__.]
----------------------------
[Insert Name of Underwriter of the Offered Certificates]
----------------------------
The date of this Prospectus Supplement is ____________, ____.
S-2
<PAGE>
As further described herein, the Subordinated Certificates are
subordinated to the Senior Certificates; the Class B-1, Class B-2 and Class R
Certificates are subordinated to the Class A Certificates; the Class B-2 and
Class R Certificates are subordinated to the Class B-1 Certificates; and the
Class R Certificates are subordinated to the Class B-2 Certificates. This
subordination will be accomplished by the preferential application of the
Available Distribution to the more senior Classes of Certificates as against the
Classes that are subordinated to such senior Classes and by the allocation of
Writedown Amounts to the more subordinated Classes of Certificates. See
"Description of the Offered Certificates - Distributions - Priority of
Distributions" and "Description of the Offered Certificates - Allocation of
Writedown Amounts" herein.
[The Class B-2 Certificateholders will have the benefit of a limited
guarantee (the "Limited Guarantee") provided by Oakwood Homes Corporation
("Oakwood Homes"), an affiliate of the Company, of certain distributions of the
Class B-2 Certificates. The Limited Guarantee will not be available to support
other Classes of Certificates.
See "Description of the Offered Certificates - The Limited Guarantee" herein.]
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
OFFERED CERTIFICATES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING"
HEREIN.
NEITHER THE CERTIFICATES NOR THE ASSETS WILL BE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, BY THE COMPANY, BY THE
UNDERWRITER OR ANY OF ITS AFFILIATES OR BY THE SERVICER OR ANY OF ITS
AFFILIATES[, EXCEPT AS PROVIDED HEREIN]. THE CERTIFICATES DO NOT REPRESENT AN
OBLIGATION OF OR INTEREST IN THE COMPANY, OAKWOOD ACCEPTANCE CORPORATION OR ANY
PERSON OTHER THAN THE TRUST. DISTRIBUTIONS ON THE CERTIFICATES WILL BE PAYABLE
SOLELY FROM THE ASSETS TRANSFERRED TO THE TRUST FOR THE BENEFIT OF THE
CERTIFICATEHOLDERS [INCLUDING, WITH RESPECT TO THE CLASS B-2 CERTIFICATES, THE
LIMITED GUARANTEE].
Until the expiration of ninety days after the date of this Prospectus
Supplement, all dealers effecting transactions in the Offered Certificates,
whether or not participating in this distribution, may be required to deliver a
Prospectus Supplement and the Prospectus. This is in addition to the obligation
of dealers to deliver a Prospectus Supplement and Prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
----------------------------
The Certificates offered by this Prospectus Supplement will be part of
a separate Series of Pass-Through Certificates being offered by the Company from
time to time pursuant to its Prospectus dated __________, 19__, of which this
Prospectus Supplement is a part and which accompanies this Prospectus
Supplement. The Prospectus contains important information about the offering of
the Offered Certificates that is not contained herein, and prospective investors
are urged to read both this Prospectus Supplement and the Prospectus in full.
Sales of the Offered Certificates may not be consummated unless the purchaser
has received both this Prospectus Supplement and the Prospectus.
The Company may sell from time to time under this Prospectus Supplement
and the Prospectus and other related prospectus supplements up to $500,000,000
in aggregate principal amount of Pass-Through Certificates, issuable in Series.
As of the date of this Prospectus Supplement, the Seller has publicly sold or
committed to sell $___________ in aggregate principal amount of Pass-Through
Certificates, including the Offered Certificates.
S-3
<PAGE>
----------------------
[The Company has filed with the Commission certain materials relating
to the Assets and the Certificates on Form 8-K. Such materials have been
prepared by the Underwriter for certain prospective investors, and the
information included in such materials is subject to, and superseded by, the
information set forth in this Prospectus Supplement.]
S-4
<PAGE>
SUMMARY OF TERMS
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ATTACHED PROSPECTUS, DATED _________, ____ (THE "PROSPECTUS"). WHENEVER
REFERENCE IS MADE HEREIN TO A PERCENTAGE OF THE ASSETS OR A WEIGHTED AVERAGE
STATISTIC RELATING TO THE ASSETS, THE PERCENTAGE OR WEIGHTED AVERAGE STATISTIC
IS CALCULATED BASED ON THE SCHEDULED PRINCIPAL BALANCES OF THE ASSETS AS OF THE
CUT-OFF DATE (AS DEFINED BELOW). CAPITALIZED TERMS USED AND NOT OTHERWISE
DEFINED HEREIN HAVE THE RESPECTIVE MEANINGS ASSIGNED TO THEM IN THE GLOSSARY
ON PAGE IN THE PROSPECTUS OR ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT.
<TABLE>
<CAPTION>
<S> <C>
TITLE OF SERIES...................................... Senior/Subordinated Pass-Through Certificates, Series
19__-X (the "Certificates"). The Certificates will evidence
in the aggregate the entire beneficial ownership interest in
a trust (the "Trust") established by the Company. The
Trust will consist primarily of manufactured housing
installment sales contracts (the "Contracts") and residential
mortgage loans (the "Mortgage Loans" and, together with
the Contracts, the "Assets") with an aggregate principal
balance of approximately $__________ as of the Cut-off
Date, subject to a permitted variance of plus or minus 5%.
CLASS DESIGNATIONS
SENIOR CERTIFICATES............................. Class A-1 and Class A-2 Certificates.
CLASS A CERTIFICATES............................ Class A-1, Class A-2 and Class A-3 Certificates.
CLASS B CERTIFICATES............................ Class B-1 and Class B-2 Certificates.
SUBORDINATED CERTIFICATES....................... Class A-3, Class B-1, Class B-2 and Class R Certificates.
OFFERED CERTIFICATES............................ Class A-1, Class A-2, Class A-3 and Class B-1 Certificates.
OFFERED CERTIFICATES................................. TITLE OF APPROXIMATE INITIAL
CLASS PRINCIPAL AMOUNT
A-1 $__________
A-2 $__________
A-3 $__________
B-1 $__________
OTHER CERTIFICATES................................... TITLE OF APPROXIMATE INITIAL
CLASS PRINCIPAL AMOUNT
B-2 $__________
R (1)
.................................................... ---------------------
.................................................... (1) The Class R Certificates will have no Certificate Principal Balance.
..................................................... The Class B-2 and Class R Certificates are not being
offered hereby. The Class B-2 and Class R Certificates are
expected to be sold initially to an affiliate of [the
Underwriter] [the Company], which may offer such
Certificates in the future in one or more privately negotiated
transactions. The Pass-Through Rate for the Class B-2
Certificates on any Distribution Date will be equal to the
S-5
<PAGE>
lesser of (1) ___% per
annum or (2) the
Weighted Average Net
Contract Rate for such
Distribution Date. The
Class R Certificates
will have no
Pass-Through Rate.
CERTIFICATE STRUCTURE CONSIDERATIONS................. The primary credit support for the Senior Certificates is the
subordination of the Subordinated Certificates, effected by
the allocation of Realized Losses as described herein and by
the preferential application of the Available Distribution to
the Senior Certificates relative to the Subordinated
Certificates. Additionally, the primary credit support for
the Class A-3 Certificates is the subordination of the Class
B-1 and Class B-2 Certificates effected as described above,
and the primary credit support for the Class B-1 Certificates
is the subordination of the Class B-2 Certificates effected as
described above. See "Description of the Offered
Certificates - Allocation of Losses and Shortfalls;
Subordination" herein.
Due to the preferential allocation of the Available
Distribution to more senior classes of Certificates as
compared to the allocation thereof to more subordinated
Classes, the weighted average lives of more senior Classes
of Certificates are expected to be shorter than the weighted
average lives of more subordinated Classes. The weighted
average lives of the Certificates will be affected primarily
by the timing and amount of prepayments on the Contracts.
Unlike standard corporate bonds, the timing and amount of
principal payments on the Certificates are not fixed and will
be determined by the timing and amount of principal
payments (including prepayments, repurchases, liquidations
and payments received due to a full or partial redemption
of the Certificates) on the Contracts. The timing of
principal payments on manufactured housing installment
sales contracts is affected by a variety of economic,
geographic, legal, tax and social factors. The Contracts
may be prepaid by the related obligors at any time without
penalty. Prepayment rates on manufactured housing
installment sales contracts are affected by transfers of the
underlying homes, contract default rates and refinancings
(although obligors on manufactured housing installment
sales contracts may not be as likely to refinance their
contracts than mortgagors on residential mortgage loans).
See "Maturity and Prepayment Considerations" herein.
In addition to affecting the weighted average lives of the
Certificates, prepayment rates will affect the yields on any
such Certificates purchased at a premium over or discount
from par. Contract prepayment rates that are faster than
investors' expectations will adversely affect the yields on
Certificates purchased at a premium. Contract prepayment
rates that are slower than investors' expectations will
adversely affect the yields on Certificates purchased at a
discount.
S-6
<PAGE>
For a more complete discussion of the factors affecting
contract prepayments and the effect of prepayments and
other factors on the yield on the Offered Certificates, see
"Maturity and Prepayment Considerations" and "Yield on the
Offered Certificates" herein and "Risk Factors
in the Prospectus.
DENOMINATIONS........................................ [The Offered Certificates will be Book-Entry Certificates.
One or more certificates representing each such Class of
Certificates will be registered in the name of the nominee
of The Depository Trust Company (together with any
successor depository selected by the Company, the
"Depository") and beneficial interests will be held by
investors through the book-entry facilities of the
Depository, as described herein, in minimum denominations
of $25,000 and integral multiples of $1 in excess thereof,
except that one Certificate of each Class may be issued in
a different denomination, and if so issued, will be held in
certificated fully-registered form.] [The Offered
Certificates will be issued in certificated, fully-registered
form in minimum denominations of $25,000 and integral
multiples of $1 in excess thereof, except that one Certificate
of each Class may be issued in a different denomination to
accommodate the remaining principal balance of such Class
after all other Certificates of such Class have been issued in
authorized denominations.] See "Description of the Offered
Certificates - General" herein.
SELLER OF OFFERED CERTIFICATES....................... Deutsche Financial Capital Securitization LLC (the
"Company"), a North Carolina limited liability company.
The Company is a limited-purpose subsidiary of Deutsche
Financial Capital I Corp. (the "Manager"), a
North Carolina corporation, and Deutsche Financial Capital
Limited Liability Company ("DFC"), a North Carolina
limited liability company. Each of the Manager and DFC
are wholly-owned (in equal shares) subsidiaries of Deutsche
Financial Services Corporation, a Nevada corporation, and
Oakwood Acceptance Corporation. Deutsche Financial Services
Corporation is an indirect wholly-owned subsidiary of Deutsche
Bank AG, and OAC is a wholly-owned subsidiary of Oakwood Homes
Corporation ("Oakwood Homes"), a North Carolina
corporation. Neither the Company nor any of its affiliates
has guaranteed or is otherwise obligated with respect to the
Certificates [; provided, however, that Oakwood Homes
will guarantee certain distributions on the Class B-2
Certificates under the Limited Guarantee, to the limited
extent described herein]. See "Risk Factors"
herein and in the Prospectus.
SERVICER............................................. Oakwood will act as servicer for all the Assets (in such
capacity, the "Servicer"). For each Distribution Date, the
Servicer will be obligated to make an advance (a "P&I
Advance") in respect of any delinquent Monthly Payment
on any Asset that was due during the related Collection
Period that will, in the Servicer's judgment, be recoverable
S-7
<PAGE>
from late payments on or
Liquidation Proceeds
from such Asset. The
Servicer will also be
obligated to make
advances ("Servicing
Advances" and, together
with "&I Advances,
"Advances") in respect
of Liquidation Expenses
and certain taxes and
insurance premiums not
paid by an Obligor on a
timely basis, to the
extent the Servicer
deems such Servicing
Advances recoverable out
of Liquidation Proceeds
from or from collections
on the related Asset.
P&I Advances and
Servicing Advances are
reimbursable to the
Servicer as described
herein under "Servicing
of the Assets -
Advances." [In addition,
the Servicer is
obligated under certain
circumstances to pay
Compensating Interest
with respect to any
Asset that prepays on a
date other than on a Due
Date for such Asset.] See
"Servicing of the
Assets" herein.
As Servicer, Oakwood will be entitled to (1) a monthly fee
with respect to each Asset (the "Servicing Fee") in respect
of each Collection Period equal to 1.00% per annum (the
"Servicing Fee Rate") multiplied by the Scheduled Principal
Balance of such Asset at the beginning of such Collection
Period (without taking into account any Principal
Prepayments, Net Liquidation Proceeds or Repurchase
Prices received (or Realized Losses incurred) during the
related Prepayment Period) and (2) other additional
servicing compensation described herein. See "Servicing of
the Assets - Servicing Compensation and Payment of
Expenses" herein and "Sale and Servicing of Contracts and
Mortgage Loans" in the Prospectus.
TRUSTEE.............................................. _______________________________________
MORTGAGE LOAN FILE CUSTODIAN......................... _______________________________________
CUT-OFF DATE......................................... ____________ 1, 19__.
CLOSING DATE......................................... ____________, 19__.
DISTRIBUTION DATES................................... The 15th day of each month (or if such 15th day is not a
business day, the next succeeding business day),
commencing in ___________, ____.
RECORD DATES......................................... With respect to each Distribution Date, the close of
business on the last business day of the month preceding the
month in which such Distribution Date occurs (each, a
"Record Date").
COLLECTION PERIOD.................................... With respect to each Distribution Date, the period
commencing on the second day of the month preceding the
month in which the Distribution Date occurs and ending at
the close of business on the first day of the month in which
the Distribution Date occurs (each, a "Collection Period").
S-8
<PAGE>
INTEREST ACCRUAL PERIOD.............................. With respect to each Distribution Date (i) for the Class A-1
Certificates, the period commencing on the 15th day of the
preceding month through the 14th day of the month in which such
Distribution Date is deemed to occur (except that the first
Interest Accrual Period for the Class A-1 Certificates will
be the period from the Closing Date through ________ 14,
19__) and (ii) for the other Certificates, the calendar month
preceding the month in which the Distribution Date occurs
(each, an "Interest Accrual Period").
PREPAYMENT PERIOD.................................... With respect to each Distribution Date, the calendar month
preceding the month in
which the related
Distribution Date occurs
(each, a "Prepayment
Period").
WEIGHTED AVERAGE NET ASSET RATE...................... With respect to each Distribution Date, a rate equal to (i)
the weighted average of the Asset Rates applicable to the
scheduled Monthly Payments that were due in the related
Collection Period on outstanding Assets less (ii) the
Servicing Fee Rate.
AGREEMENT............................................ The Pooling and Servicing Agreement dated as of
____________, ____ (the "Series Agreement"), by and
among the Company, Oakwood and ___________________,
as trustee (the "Trustee"), which incorporates by reference
the Company's Standard Terms to Pooling and Servicing
Agreement (March 1997 Edition) (the "Standard Terms,"
and, together with the Series Agreement, the "Agreement").
THE ASSETS........................................... The Trust will consist of (1) manufactured housing
installment sales contracts (collectively, the "Contracts")
secured by security interests in manufactured homes, as
defined herein (the "Manufactured Homes"), and, with
respect to certain of the Contracts ("Land Secured
Contracts"), secured by liens on the real estate on which the
related Manufactured Homes are located and (2) mortgage
loans secured by first liens on the real estate on which the
related Manufactured Homes are deemed permanently
affixed (the "Mortgage Loans" and collectively, the
"Assets"). The Asset Pool consists of _____ Assets having
an aggregate unpaid principal balance as of the Cut-off Date
of approximately $_____________. [Each of the Contracts
was funded at origination by DFC, and either (1) was
originated in the name of DFC or (2) was originated in the
name of Oakwood, as agent of DFC, and assigned to DFC
after its origination.] Approximately ___% of the Asset
Pool is comprised of Assets that are Mortgage Loans. The
Assets, as of the Cut-off Date, were secured by
Manufactured Homes and Mortgaged Property located in __
states and the District of Columbia, and have been selected
by DFC from DFC's portfolio of manufactured housing
installment sale contracts on the basis of the criteria
specified in the Agreement. Monthly payments of principal
and interest on the Assets will be due in most cases on the
first day of each month (and in other cases on various days
throughout each Collection Period, as defined herein) (each
S-9
<PAGE>
a "Due Date"). The annual percentage rates ("APRs" or
"Contract Rates") on the Assets range from ____% to
____%, with a weighted average of approximately ____%,
each as of the Cut-off Date. See "The Asset Pool" herein
and "Yield Considerations" in the Prospectus.
The Agreement requires the Servicer to maintain standard
hazard insurance coverage with respect to each
Manufactured Home and Mortgaged Property in an amount
at least equal to the lesser of its maximum insurable value
or the remaining principal balance on the related Asset.
The standard hazard insurance policies, at a minimum, are
required to provide fire and extended coverage on terms
and conditions customary in manufactured housing hazard
insurance policies, with customary deductible amounts. See
"The Trust - Insurance - Hazard Insurance - Standard
Hazard Insurance Policies" in the Prospectus for a more
complete description of such standard hazard insurance
policies. No other insurance policies or guarantees will be
provided with respect to any Asset or the Asset Pool [other
than the Limited Guarantee, as described herein].
DFC has included in this securitization transaction all of
the installment sales contracts and mortgage loans that it
owned as of the Cut-off Date as to which it had the necessary
information and as to which it can make the representations
and warranties required by the Sales Agreement and the Rating
Agencies.
ADDITIONAL INFORMATION............................... On each Distribution Date, investors may contact the
Trustee's corporate trust office by telephone to ascertain the
Certificate Principal Balance of each Class of Offered
Certificates and the then current Pass-Through Rate
applicable to each Class of the Offered Certificates. As of
the date of this Prospectus Supplement, the telephone
number maintained by the Trustee for the purpose of
reporting this information is 800-___-____.
The Company will file a Current Report on Form 8-K with
the Securities and Exchange Commission within fifteen days
following the Closing Date. The Current Report on Form
8-K will specify the initial principal amount of each Class
of the Certificates.
DISTRIBUTIONS........................................ The "Available Distribution" for a Distribution Date will
include (a)(1) Monthly Payments of principal and interest
due on the Assets during the preceding Collection Period
and received, whether paid by the Obligors or advanced by
the Servicer, and (2) other unscheduled payments received
with respect to the Assets during the related Prepayment
Period, including Principal Prepayments, proceeds of
repurchases, Net Liquidation Proceeds and Net Insurance
Proceeds, less (b)(i) if Oakwood is not the Servicer,
Servicing Fees for the related Collection Period, (2)
amounts required to reimburse the Servicer for previously
unreimbursed Advances in accordance with the Agreement,
(3) amounts required to reimburse the Company or the
Servicer for certain reimbursable expenses in accordance
with the Agreement, and (4) amounts required to reimburse
any party for an overpayment of a Repurchase Price for an
Asset in accordance with the Agreement.
S-10
<PAGE>
Distributions will be made on each Distribution Date to
holders of record on the preceding Record Date, except that
the final distribution in respect of the Certificates will only
be made upon presentation and surrender of the Certificates
at the office or agency appointed by the Trustee for that
purpose in _______, _______. Distributions on a Class of
Certificates will be allocated among the Certificates of such
Class in proportion to their respective Percentage Interests.
On each Distribution Date the Available Distribution will be
distributed in the following amounts in the following order
of priority:
(1) to the holders of the Class A-1 and Class A-2
Certificates, one month's interest at their
respective Pass-Through Rates on their respective
Certificate Principal Balances immediately prior to
such Distribution Date, together with any
previously undistributed shortfalls in interest due
on such respective Classes of Certificates in
respect of prior Distribution Dates; if the
Available Distribution is not sufficient to distribute
the full amount of interest due on the Class A-1
and Class A-2 Certificates for such Distribution
Date, the Available Distribution will be allocated
between such Classes of Certificates pro rata on
the basis of the respective amounts of interest due
thereon;
(2) to the holders of the Class A-3 Certificates, one
month's interest on the Certificate Principal
Balance of the Class A-3 Certificates immediately
prior to such Distribution Date, together with any
previously undistributed shortfalls in interest due
on the Class A-3 Certificates in respect of prior
Distribution Dates;
(3) to the holders of the Class B-1 Certificates, one
month's interest on the Certificate Principal
Balance of the Class B-1 Certificates immediately
prior to such Distribution Date, together with any
previously undistributed shortfalls in interest due
on the Class B-1 Certificates in respect of prior
Distribution Dates;
(4) to the holders of the Class B-2 Certificates, one
month's interest on the Certificate Principal
Balance of the Class B-2 Certificates immediately
prior to such Distribution Date, together with any
previously undistributed shortfalls in interest due
on the Class B-2 Certificates in respect of prior
Distribution Dates;
(5) to the holders of the Class A-1 Certificates, the
Principal Distribution Amount, to reduce the
S-11
<PAGE>
Certificate Principal Balance of the Class A-1
Certificates until it has been reduced to zero;
(6) to the holders of the Class A-2 Certificates, the
Principal Distribution Amount, to reduce the
Certificate Principal Balance of the Class A-2
Certificates until it has been reduced to zero;
(7) to the holders of the Class A-3 Certificates, the
Principal Distribution Amount, to reduce the
Certificate Principal Balance of the Class A-3
Certificates until it has been reduced to zero;
(8) to the holders of the Class B-1 Certificates, the
Principal Distribution Amount, to reduce the
Certificate Principal Balance of the Class B-1
Certificates until it has been reduced to zero;
(9) to the holders of the Class B-2 Certificates, the
Principal Distribution Amount, to reduce the
Certificate Principal Balance of the Class B-2
Certificates until it has been reduced to zero; and
(10) any remainder to the holders of the Class R
Certificates, which will initially be
_______________, an affiliate of Oakwood.
[_________ may also initially hold the Class B-2
Certificates.]
Interest shortfalls referred to in clauses (1), (2), (3) and (4)
above will, to the extent lawfully payable, bear interest at
the related Pass-Through Rate, and interest accrued on the
amount of any such interest shortfall will itself be due
pursuant to clause (1) (2), (3) or (4) above, as applicable.
The Certificate Principal Balance of each Class of
Certificates is its original principal amount reduced by all
distributions on such Class in reduction of its principal
balance and all Realized Losses allocated to such Class.
Interest will accrue on the basis of a 360-day year
consisting of twelve 30-day months.
ALLOCATION OF LOSSES AND
SHORTFALLS........................................... On each Distribution Date, Realized Losses that were
incurred on the Assets during the related Prepayment Period
will be allocated among the Classes of Certificates in the
following order of priority:
(1) first, to the Class B-2 Certificates, to be
applied in reduction of the Certificate Principal Balance of
such Class until it has been reduced to zero;
S-12
<PAGE>
(2) second, to the Class B-1 Certificates, to be
applied in reduction of the Certificate Principal Balance of
such Class until it has been reduced to zero;
(3) third, to the Class A-3 Certificates, to be
applied in reduction of the Certificate Principal Balance of
such Class until it has been reduced to zero; and
(4) finally, to the Senior Certificates, to be
allocated between the Classes of the Senior Certificates pro
rata based upon their respective Certificate Principal
Balances, to be applied in reduction of the Certificate
Principal Balance of each such Class until it has been
reduced to zero.
[Notwithstanding the foregoing, Special Hazard Losses in
excess of the applicable Special Hazard Loss Limit
("Excess Special Hazard Losses"), Obligor Bankruptcy
Losses in excess of the applicable Obligor Bankruptcy Loss
Limit ("Excess Bankruptcy Losses"), and Fraud Losses in
excess of the applicable Fraud Loss Limit ("Excess Fraud
Losses," and, collectively with Excess Special Hazard
Losses and Excess Bankruptcy Losses, "Excess Losses")
will be allocated concurrently among all Certificates in
proportion to their respective principal balances. The
"Special Hazard Loss Limit," "Obligor Bankruptcy Loss
Limit" and "Fraud Loss Limit" with respect to any
Distribution Date will be as described herein under
"Description of the Offered Certificates-- Allocation of
Losses and Shortfalls-- Shortfalls."
Realized Interest Shortfalls will be allocated among the
Classes of the Certificates in the same manner and order of
priority as the related Realized Losses, and any shortfalls in
interest associated with Excess Losses will be allocated
among the Classes of the Certificates in the same manner
and order of priority as the related Excess Losses. Month
End Interest Shortfall, Soldiers' and Sailors' Shortfall [and
any other shortfall in interest collected] on an Asset will be
allocated among all Classes of Certificates entitled to
receive interest in respect of such Asset, in proportion to
the amount of interest in respect of such Asset that the
holders of Certificates of each such Class would have been
entitled to receive had such Shortfall not been incurred.
P&I ADVANCES......................................... For each Distribution Date, the Servicer will be obligated
to make an advance (a "P&I Advance") in respect of any
delinquent scheduled payment on any Contract that was due
in the preceding Collection Period that will, in the
Servicer's judgment, be recoverable from related late
payments or Liquidation Proceeds. P&I Advances are
reimbursable to the Servicer as described herein under
"Servicing of the Contracts - Advances."
S-13
<PAGE>
[LIMITED GUARANTEE].................................. [DISCLOSE ASPECTS OF LIMITED GUARANTEE, IF
ANY]
[PRE-FUNDING ACCOUNT]................................ [DISCLOSE ASPECTS OF ANY PRE-FUNDING
ACCOUNT]
[LIQUIDITY ACCOUNTS]................................. [DISCLOSE ASPECTS OF ANY LIQUIDITY
ACCOUNT(S)]
PREPAYMENT CONSIDERATIONS
AND RISKS............................................ In general, the Assets may be prepaid at any time without
penalty and, accordingly, the rate of principal payments
thereon is likely to vary considerably from time to time.
Any of the Offered Certificates may be sold at a discount
from their principal amounts. A slower than anticipated
rate of principal payments on the Contracts is likely to
result in a lower than anticipated yield on the Offered
Certificates that are sold at a discount from their principal
amounts. See "Maturity and Prepayment Considerations"
and "Yield on the Offered Certificates" herein and "Yield
Considerations" and "Maturity and Prepayment
Considerations" in the Prospectus.
SECURITY INTERESTS AND OTHER
ASPECTS OF THE ASSETS................................ DFC will assign to the Company the first mortgage liens on
Mortgaged Properties securing the Mortgage Loans, and the
security interests created by the Contracts in the related
Manufactured Homes and, in the case of the Land Secured
Contracts, the liens on the Real Properties on which the
related Manufactured Homes are located, and the Company
will assign such security interests and liens to the Trustee.
DFC will not deliver any assignments in recordable form
for the mortgages or deeds of trust (each, a "Mortgage")
evidencing the liens on Real Properties that secure the Land
Secured Contracts although it will deliver an assignment in
recordable form with respect to each of the Mortgage
Loans. However, DFC will deliver to the Trustee a power
of attorney authorizing the Trustee to prepare, execute and
record assignments of Mortgages securing the Land Secured
Contracts, in the event that the recordation of such
assignments becomes necessary to foreclose upon any
related Real Property. In some states, in the absence of the
recordation of such an assignment to the Trustee of the
Mortgage securing a Land Secured Contract, it is unclear
whether the assignment of the Mortgage to the Trustee will
be effective against creditors of or purchasers from DFC,
the Company or a trustee in bankruptcy of either.
Under the laws of most states, Manufactured Homes
constitute personal property, and perfection of a security
interest in a Manufactured Home is obtained, depending on
applicable state law, by noting the security interest on the
certificate of title for the Manufactured Home, by delivery
of certain required documents and payment of a fee to the
appropriate state motor vehicle authority to re-register the
S-14
<PAGE>
home, by filing a financing statement under the Uniform
Commercial Code ("UCC") or, in some states, through a
combination of the aforementioned methods. Neither DFC nor
the Company will be required to cause notations to be made on
any document of title relating to any Manufactured Home or
take any other steps to re-register the Manufactured Home
in the name of the Trustee with the appropriate state
motor vehicle authority, to deliver any such document of
title to the Trustee or to execute any transfer instrument
(be it a UCC-3 assignment or other form) relating to any
Manufactured Home (other than a notation or a transfer
instrument necessary to show DFC itself as the lienholder
or legal titleholder). Consequently, as to the Contracts
secured by Manufactured Homes located in certain states,
it is unclear whether the security interests created by the
Contracts in the Manufactured Homes will be effectively
transferred to the Trustee or perfected in the Trustee,
and it is thus unclear whether the assignment of a security
interest created by a Contract in the related Manufactured
Home will be effective against creditors of the Company
or DFC or a trustee in bankruptcy of the Company or Oakwood.
See "Risk Factors - 3. Certificateholders May Realize Loss If
the Servicer Is Unable to Realize on Assets Because of
Provisions of Applicable State Law" in the Prospectus.
To the extent DFC's security interests in the Manufactured
Homes are effectively transferred to the Trustee and are
perfected in the Trustee, the Trustee would have a prior
claim over creditors of DFC, subsequent purchasers of the
Manufactured Homes and holders of security interests in the
Manufactured Homes perfected after perfection of the
Trustee's security interest. Even if the Trustee's security
interest in a Manufactured Home is perfected, however, if
a Manufactured Home were relocated across state lines
without reperfection of the security interest in the Trustee,
or if the Manufactured Home were to become attached to
its site and a court of competent jurisdiction were to
determine that the security interest was subject to real estate
title and recording laws, or as a result of fraud or
negligence, the Trustee could lose its prior perfected
security interest in the Manufactured Home. See "Certain
Legal Aspects of Contracts and Mortgage Loans-- Security
Interests in the Manufactured Homes" in the Prospectus.
Federal and state consumer protection laws impose
requirements upon creditors in connection with extensions
of credit and collections on installment sales contracts, and
certain of these laws make an assignee of such a contract,
such as the Trust, liable to the obligor thereon for any
violation by the lender.
DFC is obligated, subject to certain conditions described
herein under "The Asset Pool - Conveyance of Contracts,"
to repurchase or, under certain limited circumstances, to
substitute a Qualified Substitute Asset for, any Contract as
to which it has failed to perfect its security interest in the
Manufactured Home securing such Contract, or as to which
S-15
<PAGE>
a breach of federal or state laws exists, if such failure to
perfect or breach of law materially and adversely
affects the Trustee's interest in the Contract, unless such
failure or breach has been cured within 90 days after DFC's
discovery of or receipt of notice of such failure or breach.
See "Certain Legal Aspects of Contracts and Mortgage Loans-The
Contracts" in the Prospectus.
FINAL SCHEDULED DISTRIBUTION DATE.................... The Final Scheduled Distribution Date for each Class of the
Certificates will be the _____________ __, ____
Distribution Date. The Final Scheduled Distribution Date
has been determined by adding three months to the maturity
date of the Asset with the latest stated maturity. Because
the rate of distributions in reduction of the Certificate
Principal Balances of the Offered Certificates will depend
on the rate of payment of principal (including prepayments)
on the Assets, the actual final distribution on any Class of
Offered Certificates could occur significantly earlier than its
Final Scheduled Distribution Date. The rate of payments
on the Assets will depend on their particular characteristics,
as well as on interest rates prevailing from time to time and
other economic factors, and no assurance can be given as
to the actual payment experience of the Assets.
OPTIONAL AND MANDATORY TERMINATION................... Either the Servicer or the holders of a majority interest
of the Class R Certificates (the "Residual Majority", at their
respective options and subject to the limitations imposed by
the Agreement, may terminate the Trust by purchasing all
Assets, Repo Properties and REO Properties remaining in
the Trust on any Distribution Date occurring on or after the
Distribution Date on which the aggregate Certificate
Principal Balance of the Certificates is less than or equal to
10% of the aggregate initial principal amount of the
Certificates. The Trust also may be terminated (and the
Certificates retired) on any Distribution Date upon the
Servicer's determination, based on an opinion of counsel,
that the REMIC status of either the Pooling REMIC or the
Issuing REMIC, each as described herein under "- Federal
Income Tax Consequences." has been lost or that a
substantial risk exists that such status will be lost for
the then current taxable year.
If neither the Servicer nor the Residual Majority exercises
its optional termination right within 90 days after it first
becomes eligible to do so, the Trustee shall solicit bids for
the purchase of all Assets, REO Properties and Repo
Properties remaining in the Trust. The Trustee shall sell
such Assets, REO Properties and Repo Properties only if
the net proceeds to the Trust from such sale would at least
equal the Termination Price, and the net proceeds from
such sale will be distributed as set forth in the succeeding
paragraph. If the net proceeds from such sale would not at
least equal the Termination Price, the Trustee shall decline
to sell the Assets, REO Properties and Repo Properties, and
shall not be under any obligation to solicit any further bids
S-16
<PAGE>
or otherwise negotiate any further sale of the Assets, REO
Properties and Repo Properties. See "The Trust - Optional
and Mandatory Termination" herein.
On the date of any termination of the Trust, the
Termination Price shall be distributed (1) first to the
Servicer to reimburse it for all previously unreimbursed
Liquidation Expenses paid and Advances made by, and not
previously reimbursed to, the Servicer with respect to the
Assets and (2) second to the Certificateholders and the
Servicer in accordance with the distribution priorities set
forth under "- Distributions - Priority of Distributions"
above. The Termination Price shall be deemed to be a
Principal Prepayment in full, together with related interest,
received during the related Prepayment Period for purposes
of determining the allocation of such distributions. Upon
the termination of the Trust and payment of all amounts due
on the Certificates and all administrative expenses
associated with the Trust, any remaining assets of the
REMICs shall be sold and the proceeds distributed pro rata
to the holders of the Class R Certificates. See "The Trust
- Optional and Mandatory Termination" herein and
"Description of the Certificates - Optional Redemption or
Termination" in the Prospectus.
FEDERAL INCOME TAX
CONSEQUENCES......................................... An election will be made to treat the Assets and certain
other assets of the Trust as a REMIC for federal income tax
purposes (the "Pooling REMIC"). An election also will be
made to treat the "regular interests" in the Pooling REMIC
and certain other assets of the Trust as another REMIC for
federal income tax purposes (the "Issuing REMIC"). The
Class A Certificates and the Class B Certificates will be
designated as "regular interests" in the Issuing REMIC and
the Class R Certificates will represent the beneficial
ownership of the "residual interest" in each of the Pooling
REMIC and the Issuing REMIC.
Because the Offered Certificates will be considered REMIC
regular interests, they will be taxable debt obligations under
the code, and interest paid or accrued on such Certificates,
including any original issue discount, will be taxable to the
holders of such Certificates in accordance with the accrual
method of accounting, regardless of such Certificateholders'
usual methods of accounting. Each of the Class A-2 and
Class A-3 Certificates bears interest at a fixed rate and,
therefore, will be issued with original issue discount only if
its stated principal amount exceeds its issue price. See
"Federal Income Tax Consequences - REMIC Certificates -
Original Issue Discount" in the Prospectus. The Class A-1,
Class A-6, Class B-1 and Class B-2 Certificates constitute
Non-VRDI Certificates and, therefore, will be treated as
issued with original issue discount as described in
"Federal Income Tax Consequences - REMIC Certificates -
Interest Weighted
S-17
<PAGE>
Certificates and Non-VRDI Certificates" in the Prospectus. The
prepayment assumption that should be used in determining the
rate of accrual of original issue discount, if any, with
respect to the Offered Certificates is ___% MHP. However, no
representation is made herein as to the rate at which
prepayments actually will occur. See "Maturity and Prepayment
Considerations" herein.
For federal income tax purposes, the Offered Certificates
generally will be treated as "qualifying real property loans"
for domestic building and loan associations and mutual
savings banks, "regular interests in a REMIC" for domestic
building and loan associations, and "real estate assets" for
real estate investment trust ("REITs"), subject to the
limitations described in "Federal Income Tax Consequences"
in the Prospectus. Similarly, interest on the Offered
Certificates will be considered "interest on obligations
secured by mortgages on real property" for REITs, subject
to the limitations described in "Federal Income Tax
Consequences" in the Prospectus.
RATINGS.............................................. It is a condition to the issuance of the Offered Certificates
that each Class of the Offered Certificates receive the
ratings specified for such Class on the cover page hereof.
A security rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal
at any time by the assigning rating organization. A security
rating does not represent any assessment of the likelihood
of principal prepayments on the Contracts or of the degree
to which the rate of such prepayments might differ from
those originally anticipated. See "Maturity and Prepayment
Considerations" herein. Also, a security rating does not
represent any assessment of the yield to maturity that
investors may experience. See "Yield on the Offered
Certificates" and "Ratings" herein.
The Company has not requested a rating of the Offered
Certificates from any rating agency other than
_________________ [and __________________].
However, there can be no assurance as to whether any
other rating agency will rate the Offered Certificates, or if
one does, what rating would be assigned by such rating
agency.
LEGAL INVESTMENT..................................... The Class A-1 and Class A-2 Certificates will constitute
"mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984 ("SMMEA")
for so long as they are rated in one of the two highest
rating categories by one or more nationally recognized
statistical rating organizations. Accordingly, the Class A-1
and Class A-2 Certificates will be legal investments for
certain entities to the extent provided in SMMEA, subject
to state laws overriding SMMEA. A number of states have
enacted legislation overriding the legal investment
S-18
<PAGE>
provisions of SMMEA. See "Legal Investment
Considerations" herein and in the Prospectus.
THE CLASS A-3 CERTIFICATES AND CLASS B-1 CERTIFICATES
WILL NOT CONSTITUTE "MORTGAGE RELATED SECURITIES" FOR PURPOSES
OF SMMEA BECAUSE SUCH CLASSES ARE NOT RATED IN ONE OF THE TWO
HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED
STATISTICAL RATING ORGANIZATION.
The Company makes no representations as to the proper
characterization of any Class of the Offered Certificates for
legal investment or other purposes, or as to the legality of
investment by particular investors in any Class of the
Offered Certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the
liquidity of any Class of Offered Certificates. Accordingly,
all institutions whose investment activities are subject to
legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should
consult with their own legal advisors in determining to what
extent the Offered Certificates are subject to investment,
capital or other restrictions. See "Legal Investment
Considerations" herein and in the Prospectus.
ERISA CONSIDERATIONS................................. Fiduciaries of employee benefit plans and certain other
retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans, and
collective investment funds in which such plans, accounts,
annuities or arrangements are invested, that are subject to
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or corresponding provisions of the
Code (any of the foregoing, a "Plan"), who propose to
cause a Plan to acquire any of the Offered Certificates
should consult with their own counsel to determine whether
the purchase or holding of the Offered Certificates could
give rise to a transaction that is prohibited either under
ERISA or the Code. Certain prohibited transaction
exemptions may be applicable to the purchase and holding
of the Class A-1 and Class A-2 Certificates as described
herein.
BECAUSE THE CLASS A-3 CERTIFICATES AND 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 A-3 CERTIFICATES OR CLASS B-1 CERTIFICATES BY
A PLAN, A PERSON ACTING ON BEHALF OF A PLAN, OR A PERSON
USING THE ASSETS OF A PLAN (ANY SUCH PERSON, A "PLAN
INVESTOR") MAY CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION OR RESULT IN THE IMPOSITION OF EXCISE TAXES OR
CIVIL PENALTIES. ACCORDINGLY, EACH PURCHASER OF A CLASS
A-3 CERTIFICATE OR CLASS B-1 CERTIFICATE, BY VIRTUE OF
SUCH PURCHASER'S RECEIPT OF SUCH CERTIFICATE, WILL BE
DEEMED TO HAVE REPRESENTED THAT IT IS NOT A PLAN
INVESTOR, UNLESS SUCH PURCHASER PROVIDES THE SERVICER
S-19
<PAGE>
AND THE TRUSTEE WITH A BENEFIT PLAN OPINION (AS DEFINED IN
"ERISA CONSIDERATIONS" HEREIN). SEE "ERISA CONSIDERATIONS"
HEREIN AND IN THE PROSPECTUS.
</TABLE>
S-20
<PAGE>
RISK FACTORS
Prospective Certificateholders should consider, among other things, the
following factors and the factors set forth under "Risk Factors" in the
Prospectus in connection with an investment in any of the Offered
Certificates:
1. CERTIFICATEHOLDERS SUBJECT TO LOSS IF RATE OF DELINQUENCIES AND
AMOUNT OF REALIZED LOSSES EXCEED CERTAIN LEVELS. The geographic dispersion of
the Manufactured Homes, which is heavily concentrated in [DISCLOSE MAJOR
GEOGRAPHIC CONCENTRATIONS BY STATE], is set forth herein under "The Asset Pool."
Regardless of its location, manufactured housing generally depreciates in value.
Consequently, the market values of the Manufactured Homes could be or become
lower than the principal balances of the Assets they secure. This depreciation
could exacerbate the negative effects on Certificateholders of delinquencies on
Assets because it will result in Realized Losses on Liquidated Loans being more
severe than would have been the case had the value of the underlying
Manufactured Homes not declined. Sufficiently high defaults and realized losses
on the Assets will have the effect of reducing, and could eliminate, the
protection against losses afforded the Class A Certificates by the subordination
of the Class B and Class R Certificates. If such protection is eliminated, the
Class A Certificateholders will bear the risk of losses on the Assets.
Sufficiently high delinquencies and liquidation losses on the Assets will have
the effect of reducing, and could eliminate, the protection against loss
afforded the Class B-1 Certificates by the subordination of the Class B-2
Certificates. If such protection is eliminated, the Class B-1 Certificateholders
will bear the risk of losses on the Assets and must rely on the value of the
underlying Manufactured Homes for recovery of the outstanding principal of and
unpaid interest on any defaulted Assets.
Certain statistical information relating to the losses experienced by
Oakwood as servicer upon its liquidation of certain manufactured housing
contracts is set forth herein under "Servicing of the Contracts - Delinquency
and Loan Loss/Repossession Experience." Such statistical information relates
only to certain manufactured housing contracts serviced by Oakwood during the
periods indicated and is included herein only for illustrative purposes. There
is no assurance that the Contracts will have characteristics similar to those of
the manufactured housing contracts to which such statistical information
relates. In addition, the losses experienced upon the liquidation of
manufactured housing contracts historically has been sharply affected by
downturns in regional or local economic conditions. These regional or local
economic conditions are often volatile, and no predictions can be made regarding
future economic losses upon liquidation. In light of the foregoing, no assurance
can be given that the losses experienced upon the liquidation of defaulted
Contracts will be similar to any statistical information provided herein under
"Servicing of the Contracts - Delinquency and Loan Loss/Repossession
Experience."
2. CERTIFICATEHOLDERS MUST LOOK SOLELY TO THE TRUST ESTATE FOR
DISTRIBUTIONS OF PRINCIPAL AND INTEREST. The Certificates will not represent an
interest in or obligation of the Company or any Servicer (including Oakwood).
The Certificates will not be insured or guaranteed by any government agency or
instrumentality, by the Underwriter or any of its affiliates, by the Company or
any of its affiliates or by any Servicer or any of its affiliates, and will be
payable only from amounts collected on the Assets.
[The Limited Guarantee will be an unsecured general obligation of
Oakwood Homes and will not be supported by any letter of credit or other credit
enhancement arrangement. The Limited Guarantee will not benefit in any way, or
result in any payment to, any Class of Certificates other than the Class B-2
Certificates.]
3. THERE WILL BE A LIMITED MARKET FOR THE OFFERED CERTIFICATES. There
can be no assurance that a secondary market will develop for the Offered
Certificates or, if it does develop, that it will provide the holders of the
Offered Certificates with liquidity of investment or that it will continue to
exist for the term of the Certificates. In addition, the Class A-3 Certificates
and Class B-1 Certificates may be adversely affected by the restrictions
prohibiting such Classes from being transferred to Plan Investors.
4. THE WEIGHTED AVERAGE LIFE OF THE OFFERED CERTIFICATES IS UNCERTAIN.
The prepayment experience on the Assets will affect the average life of the
Certificates, and will affect the yield to maturity on any Certificates
purchased at a premium over or at a discount from their principal balances.
Prepayments on the Contracts may be influenced by a variety of economic,
S-21
<PAGE>
geographic, social and other factors, including repossessions, aging,
seasonality and interest rates. Other factors affecting prepayment rates on the
Contracts include changes in housing needs, job transfers and unemployment. See
"Maturity and Prepayment Considerations" and "Yield on the Offered Certificates"
herein and "Maturity and Prepayment Considerations" in the Prospectus.
5. CREDIT RISK FROM SUBORDINATION OF THE SUBORDINATED CERTIFICATES TO
THE SENIOR CERTIFICATES. As described herein, payments of principal and interest
on the Assets will be available to make distributions on the Subordinated
Certificates only after required distributions have been made on the Senior
Certificates. Further, all Realized Losses on the Assets generally will be
allocated to the Subordinated Certificates prior to being allocated to the
Senior Certificates. Realized Losses on the Assets in excess of the available
credit support will adversely affect the yield on the Certificates.
6. THE SERVICER'S ABILITY TO REALIZE ON ASSETS MAY BE LIMITED BY
APPLICABLE STATE LAW. A variety of factors may limit the Servicer's ability to
repossess or foreclose on and liquidate the Manufactured Homes or Mortgaged
Properties securing the Contracts and Mortgage Loans or may limit the amount
realized upon any such liquidation to less than the amount due under the related
Asset. See "Risk Factors - 3. Certificateholders May Realize Losses If The
Servicer Is Unable to Realize on Assets Because of Provisions of Applicable
State Law" and "Certain Legal Aspects of Contracts and Mortgage Loans - The
Contracts" in the Prospectus.
7. RECHARACTERIZATION OF THE TRANSACTION IN BANKRUPTCY CASES COULD
RESULT IN DELAYS OR ACCELERATION OF DISTRIBUTIONS ON THE OFFERED CERTIFICATES.
DFC and the Company intend that the transfer of the Assets to the Trust
constitute a sale rather than a pledge of the Assets to secure indebtedness of
DFC. However, if DFC or one of its affiliates were to become a debtor under the
federal bankruptcy code, it is possible that a creditor or trustee-in-bankruptcy
of DFC (or such affiliate), or DFC (or such affiliate) as a debtor-in-
possession, may argue that the sale of the Contracts by DFC is a pledge of
the Contracts rather than a sale. This position, if argued before or accepted by
a court, could result in a delay in or reduction of distributions to the
Certificateholders. In addition, if an affiliate of DFC were to become
insolvent, a creditor, receiver, conservator or trustee-in-bankruptcy of such
affiliate may argue that DFC's assets should be substantively consolidated into
such affiliate's estate. This position, if argued before or accepted by a court,
could similarly result in a delay in or reduction of distributions to the
Certificateholders.
A case (OCTAGON GAS SYSTEMS, INC. V. RIMMER, 995 F.2d 948 (10th Cir.),
CERT. DENIED 114 S.Ct. 554 (1993)) decided by the United States Court of Appeals
for the Tenth Circuit contains language to the effect that accounts sold by a
debtor under Article 9 of the UCC would remain property of the debtor's
bankruptcy estate. Although the Contracts constitute chattel paper under the UCC
rather than accounts, sales of chattel paper are similarly governed by Article 9
of the UCC. If, following a bankruptcy of DFC, a court were to follow the
reasoning of the Tenth Circuit and apply such reasoning to chattel paper, then
delays or reductions in payments of collections on or in respect of the
Contracts could occur. Counsel to DFC has advised DFC that the facts of the
Octagon case are distinguishable from those relating to the sale of the
Contracts from DFC to the Company and that the reasoning of the Octagon case is
inconsistent with precedent and the Uniform Commercial Code.
THE ASSET POOL
GENERAL
S-22
<PAGE>
The Certificates represent in the aggregate the entire beneficial
ownership interest in a Trust consisting primarily of the Assets. The Trust will
be established pursuant to a pooling and servicing agreement dated as of
________ 1, 19__ (together with the Standard Terms thereto (March 1997 Edition),
the "Agreement"), among the Company, the Servicer, and ___________________, as
trustee (the "Trustee"). The Company will acquire the Assets from DFC pursuant
to the Sales Agreement. DFC funded the origination of each Asset. Each Asset was
originated in DFC's name or was originated in the name of another manufactured
housing dealer and was assigned to DFC immediately after its origination, in any
case in the ordinary course of business of DFC and any other named originator.
Each Asset is either an installment sales contract secured by a unit of
(manufactured housing installment sales contracts are referred to herein as
"manufactured housing contracts" or "contracts"), or a residential mortgage loan
secured by a lien on the real estate on which the related Manufactured Home is
deemed permanently affixed (a "Mortgaged Property"). A description of DFC's
general practice with respect to the origination or purchase of manufactured
housing contracts and mortgage loans is set forth in the Prospectus under "-
Underwriting Guidelines."
Under the Agreement, the manufactured homes securing the Assets (the
"Manufactured Homes") are required to comply with the requirements of certain
federal statutes. These statutes generally require the Manufactured Homes to
have a minimum of 400 square feet of living space and a minimum width of 102
inches and to be of a kind customarily used at a fixed location. Such statutes
also require the Manufactured Homes to be transportable in one or more sections,
and to be built on a permanent chassis and designed to be used as dwellings,
with or without permanent foundations, when connected to the required utilities.
The Manufactured Homes include the plumbing, heating, air conditioning and
electrical systems contained therein. DFC's management estimates that in excess
of 90% of the Manufactured Homes are used as primary residences by the Obligors
under the Assets secured by such Manufactured Homes.
The Agreement requires the Servicer to maintain Standard Hazard
Insurance Policies with respect to each Manufactured Home in the amounts and
manner set forth in the Prospectus under "The Trusts - Insurance - Hazard
Insurance - Standard Hazard Insurance Policies." Generally, no other insurance
will be maintained with respect to the Manufactured Homes, the Mortgaged
Properties, the Assets or the Asset Pool.
[The Company will convey to the Trustee the Assets and all rights to
receive (i) payments due on the Assets after ___________, ____ (the "Cut-off
Date"), including scheduled payments due after the Cut-off Date but received
prior to such date, and (ii) prepayments and other unscheduled collections in
respect of the Assets received on or after the Cut-off Date. The right to
payments that were due on or prior to the Cut-off Date but which are received
after such date will not be conveyed to the Company by DFC, and such payments
will be the property of DFC when collected. The Servicer will retain physical
possession of the Contract Documents. See "- Conveyance of Assets" below.]
The Asset Pool will consist of _____ Assets having an aggregate
principal balance as of the Cut-off Date of approximately $______________. Each
Asset was originated on or after __________, ____.
Approximately _____% of the Assets by outstanding principal balance as
of the Cut-off Date are Land Secured Contracts. For each Land Secured Contract,
the originator financed the purchase of the related Manufactured Home and either
took as additional security a Mortgage on the property on which the Manufactured
Home is located or took a Mortgage on the property on which the Manufactured
Home is located in lieu of all or a portion of the Obligor's required down
payment.
S-23
<PAGE>
No fewer than _____% of the Assets (by outstanding principal balance as
of the Cut-off Date) are secured by Manufactured Homes which were new at the
time the related Assets were originated. No fewer than ____%, ____% and ____% of
the Assets are secured by Manufactured Homes which were used, repossessed or
transferred to an assignee of the original Obligor, respectively, at the time
the related Assets were originated. Each Asset has a Asset Rate of at least
____% and not more than _____%. The weighted average Asset Rate of the Assets as
of the Cut-off Date is approximately _____%. The Assets have remaining
maturities as of the Cut-off Date of at least ___ months but not more than ___
months and original maturities of at least ____ months but not more than ____
months. As of the Cut-off Date, the Assets had a weighted average original term
to scheduled maturity of approximately ____ months, and a weighted average
remaining term to scheduled maturity of approximately ____ months. The remaining
term to stated maturity of an Asset is calculated as the number of monthly
payments scheduled to be made on the Asset over its term less the number of
monthly payments made or scheduled to have been made on or before the Cut-off
Date. The average outstanding principal balance of the Contracts as of the
Cutoff Date was approximately $_________.
With the exception of ____ Assets having an aggregate principal balance
as of the Cut-off Date of approximately $____________, no Asset had a
loan-to-value ratio at the time of its origination in excess of ____%. The
weighted average loan-to-value ratio at the time of origination of the Assets
was approximately _____%. "Value" in the calculation of a loan-to-value ratio is
equal to the sum of the down payment made by the Obligor for the underlying
Manufactured Home (which includes the value of any trade-in unit accepted in
lieu of or in addition to a cash down payment), the original amount financed on
the related Asset, which may include sales and other taxes, insurance premiums
and any closing fees paid to third parties, and, in the case of a Land Secured
Contract, the appraised value of the land securing the Asset if the value of
such land was considered in determining whether the related Asset met the
minimum down payment standards of DFC's underwriting policies. Manufactured
Homes, unlike site-built homes, generally depreciate in value, and it has been
DFC's experience that, upon repossession, the net amount recovered upon
disposition of a repossessed manufactured home securing a manufactured housing
contract is generally lower than the principal balance of the related
manufactured housing contract. The Assets are secured by Manufactured Homes and
real estate located in ____ states and the District of Columbia. [DISCLOSE ANY
CONCENTRATION IN ANY ONE STATE OF GREATER THAN 10% OF THE ASSET POOL.]
SELECTED DATA
Certain data with respect to the Assets to be transferred by the
Company to the Trust are set forth below. The Company believes that the
information set forth herein will be representative of the characteristics of
the actual Assets, although prior to the issuance of the Certificates, Assets
may be prepaid in full or in part or otherwise removed from the pool of Assets
to be transferred to the Trust.
Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Contracts
as of the Cut-off Date. In the following tables, asterisks (*) indicate values
between 0.0% and 0.5%.
S-24
<PAGE>
GEOGRAPHIC DISTRIBUTION OF MANUFACTURED HOMES AS OF CUT-OFF DATE
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
NUMBER OF AGGREGATE POOL BY
ASSETS SPB SPB
<S> <C> <C> <C>
Alabama..........................................
Arkansas.........................................
California.......................................
Colorado.........................................
Delaware.........................................
District of Columbia.............................
Florida..........................................
Georgia..........................................
Illinois.........................................
Indiana..........................................
Kentucky.........................................
Louisiana........................................
Maine............................................
Maryland.........................................
Massachusetts....................................
Michigan.........................................
Missouri.........................................
New Jersey.......................................
New Mexico.......................................
New York.........................................
North Carolina...................................
Ohio.............................................
Oklahoma.........................................
Pennsylvania.....................................
South Carolina...................................
Tennessee........................................
Texas............................................
Virginia.........................................
West Virginia....................................
Totals......................................
</TABLE>
S-25
<PAGE>
YEARS OF ORIGINATION OF ASSETS(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
NUMBER OF AGGREGATE POOL BY
YEARS OF ORIGINATION ASSETS SPB SPB
- -------------------- ------ --- ---
<S> <C> <C> <C>
1988.............................................
1989.............................................
1990.............................................
1991.............................................
1992.............................................
1993.............................................
1994.............................................
Total.......................................
</TABLE>
- ----------------
(1) The weighted average seasoning of the Assets was approximately ___ months
as of the Cut-off Date.
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
ORIGINAL CONTRACT NUMBER OF AGGREGATE POOL BY
AMOUNT (IN DOLLARS) ASSETS SPB SPB
- ------------------- ------ --- ---
<S> <C> <C> <C>
$0.01-5,000......................................
$5,000+-10,000...................................
$10,000+-15,000..................................
$15,000+-20,000..................................
$20,000+-25,000..................................
$25,000+-30,000..................................
$30,000+-35,000..................................
$35,000+-40,000..................................
$40,000+-45,000..................................
$45,000+-50,000..................................
$50,000+-55,000..................................
$55,000+-60,000..................................
$60,000+-65,000..................................
$65,000+-70,000..................................
$70,000+-75,000..................................
Totals......................................
</TABLE>
- ----------------
(1) The greatest original Asset amount is [$____________], which represents
[____%] of the aggregate principal balance of the Assets at
origination. The weighted average original principal amount of the
Assets was approximately $__________ as of the Cut-off Date.
S-26
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
LOAN-TO-VALUE NUMBER OF AGGREGATE POOL BY
RATIO(2) ASSETS SPB SPB
- -------- ------ --- ---
<S> <C> <C> <C>
Less than or equal to 50%........................
50+% - 60%.......................................
60+% - 70%.......................................
70+% - 80%.......................................
80+% - 90%.......................................
90+% - 93%.......................................
93+% - 95%.......................................
95+% - 96%.......................................
96+% - less than 100%............................
Greater than or equal to 100%....................
Total.......................................
</TABLE>
- ---------------
(1) The weighted average original loan-to-value ratio of the Assets was
approximately ___% as of the Cut-off Date.
(2) The definition of "Value" is set forth above. Manufactured Homes,
unlike site-built homes, generally depreciate in value, and it should
generally be expected, especially with Assets with high loan-to-value
ratios at origination, that any time after the origination of a Asset,
the net realizable value of the Manufactured Home securing such Asset
may be lower than the outstanding principal balance of such Asset.
ASSET RATES(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
RANGES OF CONTRACT NUMBER OF AGGREGATE POOL BY
BY CONTRACT RATE ASSETS SPB SPB
- ---------------- ------ --- ---
<S> <C> <C> <C>
8.25%- 8.49%....................................
8.50%- 8.99%....................................
9.00%- 9.49%....................................
9.50%- 9.99%....................................
10.00%-10.49%....................................
10.50%-10.99%....................................
11.00%-11.49%....................................
11.50%-11.99%....................................
12.00%-12.49%....................................
12.50%-12.99%....................................
13.00%-13.49%....................................
13.50%-13.99%....................................
14.00%-14.49%....................................
14.50%-14.99%....................................
15.00%-15.49%....................................
15.50%-16.25%....................................
Total.......................................
</TABLE>
- ---------------
(1) The weighted average Asset Rate was approximately ___% as of the
Cut-off Date.
S-27
<PAGE>
REMAINING TERMS TO MATURITY (IN MONTHS)(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
MONTHS REMAINING NUMBER OF AGGREGATE POOL BY
AS OF CUT-OFF DATE ASSETS SPB SPB
- ------------------ ------ --- ---
<S> <C> <C> <C>
1-60.............................................
61-96............................................
97-120...........................................
121-156..........................................
157-216..........................................
217-240..........................................
Total.......................................
</TABLE>
- ---------------
(1) The weighted average remaining term to maturity of the Assets was
approximately ___ months as of the Cut-off Date.
ORIGINAL TERMS TO MATURITY (IN MONTHS)(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
ASSET
NUMBER OF AGGREGATE POOL BY
ORIGINAL TERMS (IN MONTHS) ASSET SPB SPB
- -------------------------- ----- --- ---
<S> <C> <C> <C>
1-60.............................................
61-96............................................
97-120...........................................
121-156..........................................
157-216..........................................
217-240..........................................
</TABLE>
- ---------------
(1) The weighted average original term to maturity of the Assets was
approximately ___ months as of the Cut-off Date.
UNDERWRITING GUIDELINES
[The Assets were underwritten by DFC and were underwritten and
originated substantially in accordance with the guidelines described in the
Prospectus under "Underwriting Policies - Contract Underwriting Guidelines."]
CONVEYANCE OF ASSETS
On the date of issuance of the Certificates, the Company will transfer
to the Trustee, without recourse, all of its right, title and interest in and to
the Assets, including all principal and interest received on or with respect to
the Assets (other than principal and interest due on the Assets on or before the
Cut-off Date and any other amounts collected on the Assets before the Cut-off
Date other than early collections of Monthly Payments due on or after the
Cut-off Date), and all rights under the Standard Hazard Insurance Policies
maintained with respect to the related Manufactured Homes and Real Properties.
The Assets will be listed on a schedule attached to the Agreement (the "Asset
Schedule"). The Asset Schedule will identify the Unpaid Principal Balance of
each Asset, the amount of each Monthly Payment due on each Asset, and the Asset
Rate on each Asset, in each case as of the Cut-off Date. Prior to the conveyance
of the Assets to the Trustee, Oakwood's operations department will complete a
review of all of the Contract Files, including the certificates of title to
(or other evidence of a perfected security interest in) the Manufactured Homes
and the Mortgages relating to the Real Properties securing the Land Secured
Contracts, to check the accuracy of the Asset Schedule delivered to the Trustee.
The Custodian will complete a
S-28
<PAGE>
review of the Mortgage Loan Files to check the accuracy of the Mortgage Loan
Schedule delivered to the Trustee. DFC will be required to repurchase any Asset
that is discovered not to agree with the Asset Schedule in a manner that
materially and adversely affects the interest of the Certificateholders or,
subject to the conditions specified in the penultimate paragraph under this
heading, replace any such Asset with a Qualified Substitute Asset, except that
if the discovered discrepancy relates to the Scheduled Principal Balance of an
Asset, subject to the conditions specified in the penultimate paragraph under
this heading, DFC may deposit cash into the Certificate Account in the amount of
any deficiency.
The Company will represent and warrant only that (1) the information
set forth in the Asset Schedule was true and correct as of the date or dates on
which such information was furnished; (2) the Company is the owner of, or holder
of a first-priority security interest in, each Asset; (3) the Company acquired
its ownership of, or security interest in, each Asset in good faith without
notice of any adverse claim; (4) except for the sale of the Assets to the
Trustee, the Company has not assigned any interest or participation in any Asset
that has not been released; and (5) the Company has the full right to sell the
Trust Estate to the Trustee.
The Servicer, on behalf of the Certificateholders, will hold the
original Assets and copies of documents and instruments relating to each
Contract and the security interest in the Manufactured Home and any Real
Property relating to each Asset. In order to provide notice of the assignment of
the Assets to the Trustee, UCC-1 financing statements identifying the Trustee as
the secured party or purchaser and identifying all the Assets as collateral will
be filed in the appropriate offices in the State of North Carolina. Despite
these filings, if a subsequent purchaser were able to take physical possession
of the Assets without notice of the assignment of the Assets to the Trustee, the
Trustee's interest in the Assets could be defeated. To provide some protection
against this possibility, in addition to filing UCC-1 financing statements,
within one week after the initial delivery of the Certificates, the Assets will
be stamped or otherwise marked to reflect their assignment to the Trustee. See
"Certain Legal Aspects of Contracts and Mortgage Loans" in the Prospectus. The
Custodian, on behalf of the Certificateholders, will hold the original Mortgage
Notes and copies of documents and instruments relating to each Mortgage Loan and
the lien on the Mortgaged Property securing each Mortgage Loan.
DFC will make certain representations and warranties in respect of each
Asset in the Sales Agreement, including the following: (1) as of the Cut-off
Date, no scheduled payment is more than 30 days past due; (2) each Asset is a
legal, valid and binding obligation of the Obligor and is enforceable in
accordance with its terms (except as such enforceability may be limited by laws
affecting creditors' rights generally or by general equity principles); (3) no
Asset is subject to any right of rescission, set-off, counterclaim or defense;
(4) each Asset is covered by hazard insurance substantially as described under
"The Trusts - Insurance - Hazard Insurance - Standard Hazard Insurance Policies"
in the Prospectus; (5) each Asset complied with all requirements of applicable
law at the time of its origination; and (6) immediately following the sale of
the Assets to the Company, the Company will own such Assets, free and clear of
any prior lien, mortgage, security interest, pledge, charge or other encumbrance
(assuming assignments of mortgage from DFC to the Company were properly recorded
to reflect the transfer of any Mortgage relating to a Land Secured Contract or
Mortgage Loan), except any lien created by the Agreement. Under the terms of the
Agreement and the Sales Agreement, and subject to DFC's option to effect a
substitution as described in the next paragraph, DFC will be obligated to
repurchase any Contract for its Repurchase Price (as defined below) within 90
days after DFC's discovery, or after DFC's receipt of written notice from the
Trustee or the Servicer, of a breach of any representation or warranty made by
DFC in the Sales Agreement that materially and adversely affects the Trustee's
interest in any Asset if such breach has not been cured by such 90th day. The
"Repurchase Price" for any Asset will be the unpaid principal balance of such
Asset at the close of business on the date of such repurchase, plus accrued and
unpaid interest thereon through the end of the month of such repurchase. Prior
to being distributed to Certificateholders, this Repurchase Price will be used
to reimburse the Servicer for any previously unreimbursed Advances made by the
Servicer in respect of the repurchased Asset and, if the repurchaser is the
Servicer, the Repurchase Price may be remitted net of such reimbursement
amounts.
In lieu of repurchasing an Asset as specified in the preceding
paragraph, during the two-year period following the date of the initial issuance
of the Certificates (the "Closing Date"), DFC may, at its option, substitute
S-29
<PAGE>
a Qualified Substitute Asset for the Asset that it would otherwise be obligated
to repurchase (referred to herein as the "Replaced Asset"). DFC will deposit
into the Certificate Account cash in the amount, if any, by which the aggregate
of the Unpaid Principal Balances of any Replaced Assets exceeds the aggregate of
the Unpaid Principal Balances of the Assets being substituted for the Replaced
Assets. Such deposit will be treated as a partial Principal Prepayment. Also, if
it is discovered that the actual Scheduled Principal Balance of an Asset is less
than the Scheduled Principal Balance identified for such Asset on the Asset
Schedule, DFC may, at its option, deposit the amount of the discrepancy into the
Certificate Account instead of repurchasing the Asset. Such deposit will be
treated a partial Principal Prepayment.
In addition, DFC is required to indemnify the Company and its assignees
(including the Trust) against losses and damages they incur as a result of
breaches of DFC's representations and warranties. DFC's obligation to repurchase
or substitute for an Asset affected by a breach of a representation or warranty
and to indemnify the Company and its assignees for losses and damages caused by
such a breach constitute the sole remedies available to the Trustee and the
Certificateholders for a breach of a representation or warranty under the
Agreement or the Sales Agreement with respect to the Assets.
MATURITY AND PREPAYMENT CONSIDERATIONS
The Assets have terms to maturity at origination ranging from ____
months to ____ months, but may be prepaid in full or in part at any time. The
prepayment experience of the Assets (including prepayments due to liquidations
of defaulted assets) will affect the weighted average life of each Class of the
Certificates. Based on the Servicer's experience with the portfolio of
conventional manufactured housing contracts it services, the Company anticipates
that a number of Assets will be prepaid in full prior to their respective
maturities. A number of factors, including homeowner mobility, general and
regional economic conditions and prevailing interest rates, may influence
prepayments. In addition, any repurchases of Assets on account of certain
breaches of representations and warranties as described above under "The Asset
Pool - Conveyance of Assets" will have the same effect as prepayments of such
Assets and therefore will affect the life of the Certificates. Most of the
Assets contain provisions that prohibit the Obligor from selling an underlying
Manufactured Home without the prior consent of the holder of the related Asset.
Such provisions may not be enforceable in certain states. See "Certain Legal
Aspects of Contracts and Mortgage Loans - The Contracts - Transfers of
Manufactured Homes; Enforceability of `Due-on-Sale Clauses'" in the Prospectus.
The Servicer's policy is to permit most sales of Manufactured Homes and
Mortgaged Properties without accelerating the related Contracts or Mortgage
Loans where the proposed buyer meets then-current underwriting standards and
either enters into an assumption agreement or executes a new contract for the
unpaid balance of the existing Contract or Mortgage Loan. The execution of a new
contract or mortgage note would have the effect of prepaying the existing
Contract or Mortgage Loan in full.
WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES
The following information is given solely to illustrate the effect of
prepayments of the Assets on the weighted average lives of the Offered
Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced with respect to the Assets.
Weighted average life refers to the average amount of time that will
elapse from the date of issuance of a security until each dollar of principal of
such security will be repaid to the investor. The weighted average lives of the
Offered Certificates will be affected by the rate at which principal on the
Assets is paid. Principal payments on Assets may be in the form of scheduled
amortization or prepayments (for this purpose, the term "prepayment" includes
repayments and liquidations due to default or other dispositions of Assets).
Prepayments on contracts or mortgage loans may be measured relative to a
prepayment standard or model. The [Prepayment Model] used in this Prospectus
Supplement [(the ["_________"]) model] is based on an assumed rate of prepayment
each month of the then unpaid principal balance of a pool of new manufactured
housing installment sales contracts. A prepayment assumption of 100% [Prepayment
Model] assumes constant prepayment rates of [_____%] per annum
S-30
<PAGE>
of the then unpaid principal balance of such contracts or mortgage loans in the
first month of the life of the contracts or mortgage loans and an additional
[_____%] per annum in each month thereafter until the [_____] month. Beginning
in the [_____] month and in each month thereafter during the life of all of the
contracts or mortgage loans, 100% [Prepayment Model]] assumes a constant
prepayment rate of [_____%] per annum each month.
As used in the following tables "0% [Prepayment Model]" assumes no
prepayments on the Assets; "100% [Prepayment Model]" assumes the Assets will
prepay at rates equal to 100% of the [Prepayment Model] assumed prepayment
rates; "150% [Prepayment Model]" assumes the Assets will prepay at rates equal
to 150% of the [Prepayment Model] assumed prepayment rates; and so on.
There is no assurance, however, that the rate of prepayments of the
Assets will conform to any level of the [____________] model, and no
representation is made that the Assets will prepay at the prepayment rates shown
or any other prepayment rate. The Company makes no representations as to the
appropriateness of the [_____________] model.
MODELING ASSUMPTIONS AND MHP TABLES
The mobile home prepayment tables set forth below (the "MHP Tables")
were prepared based upon the assumptions that there are no delinquencies on the
Assets and that, on each Distribution Date, after giving effect to the assumed
losses on Liquidated Loans, there will be a sufficient Available Distribution to
distribute all accrued interest and the Principal Distribution Amount due to the
Certificateholders.
The percentages and weighted average lives in the following tables were
determined assuming that (1) subject to clause (6) below, scheduled interest and
principal payments on the Assets are received in a timely manner and prepayments
are made at the indicated percentages of [Prepayment Model] set forth in the
tables; (2) the Servicer or the holders of a majority in interest of the Class R
Certificates exercises the right of optional termination described herein; (3)
the Assets will, as of the Cut-off Date, be grouped into [six] pools having the
additional characteristics set forth below under "Assumed Asset
Characteristics"; (4) the Class A-1 Certificates initially represent ___% of the
entire ownership interest in the Trust Estate and have a Pass-Through Rate of
____% per annum, the Class A-2 Certificates initially represent ____% of the
entire ownership interest in the Trust Estate and have a Pass-Through Rate of
____% per annum, the Class A-3 Certificates initially represent ____% of the
entire ownership interest in the Trust Estate and have a Pass-Through Rate of
____% per annum and the Class B-1 Certificates initially represent ____% of the
entire ownership interest in the Trust Estate and have a Pass-Through Rate of
____% per annum; (5) no Due Date Interest Shortfalls will arise in connection
with prepayments in full or liquidations of the Assets; (6) no losses will be
experienced on any Assets included in the Asset Pool; and (7) a servicing fee of
____% per annum on the Pool Scheduled Principal Balance will be paid to the
Servicer each month. No representation is made that the Assets will experience
delinquencies or losses at the respective rates assumed above or at any other
rates.
ASSUMED ASSET CHARACTERISTICS
<TABLE>
<CAPTION>
REMAINING ORIGINAL
TERM TO TERM TO
CURRENT CONTRACT MATURITY MATURITY
POOL PRINCIPAL BALANCE RATE (MONTHS) (MONTHS)
---- ----------------- ---- -------- --------
<S> <C> <C> <C> <C>
1........................ $ %
2........................
3........................
4........................
5........................
6........................
</TABLE>
S-31
<PAGE>
Total.................. $
There will be discrepancies between the Assets actually included in the
Trust and the assumptions made as to the characteristics of such Assets in
preparing the MHP Tables. In fact, there are approximately ____ Assets which
have varying Asset Rates, and Assets bearing different interest rates may prepay
at different rates. Finally, it is unlikely that the Assets will prepay at a
constant rate or that all of the Assets will prepay at the same rate. To the
extent that the Assets actually included in the Trust have characteristics that
differ from those assumed in preparing the MHP Tables, the Offered Certificates
are likely to have weighted average lives that are shorter or longer than those
indicated.
The MHP Tables below indicate the weighted average life of each the
Class of the Offered Certificates and set forth the percentage of the initial
principal amount of each Class of Offered Certificates that would be outstanding
after each of the dates shown at various percentages of [Prepayment Model]. See
"Maturity and Prepayment Considerations" in the Prospectus. The weighted average
lives included in the following MHP Tables have been determined by (1)
multiplying the amount of each principal payment by the number of years from the
date of delivery of the Certificates to the related Distribution Date, (2)
summing the results and (3) dividing the sum by the total principal to be paid
on the Certificates.
Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates based on their
own assumptions as to the matters discussed herein.
PERCENTAGE OF THE ORIGINAL PRINCIPAL BALANCE OF THE
CLASS A-1 CERTIFICATES REMAINING OUTSTANDING AT THE
RESPECTIVE PERCENTAGES OF [PREPAYMENT MODEL] SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF [PREPAYMENT MODEL])
DATE 0% ___% ___% ___% ___%
---- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial Percentage......................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
Weighted Average Life (years)...........................
</TABLE>
S-32
<PAGE>
PERCENTAGE OF THE ORIGINAL PRINCIPAL BALANCE OF THE
CLASS A-2 CERTIFICATES REMAINING OUTSTANDING AT THE
RESPECTIVE PERCENTAGES OF [PREPAYMENT MODEL] SET FORTH
BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF [PREPAYMENT MODEL])
DATE 0% ___% ___% ___% ___%
---- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial Percentage......................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
Weighted Average Life (years)...........................
</TABLE>
PERCENTAGE OF THE ORIGINAL PRINCIPAL BALANCE OF THE
CLASS A-3 CERTIFICATES REMAINING OUTSTANDING AT THE
RESPECTIVE PERCENTAGES OF [PREPAYMENT MODEL] SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF [PREPAYMENT MODEL])
DATE 0% ___% ___% ___% ___%
---- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial Percentage......................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
Weighted Average Life (years)...........................
</TABLE>
S-33
<PAGE>
PERCENTAGE OF THE ORIGINAL PRINCIPAL BALANCE OF THE
CLASS B-1 CERTIFICATES REMAINING OUTSTANDING AT THE
RESPECTIVE PERCENTAGES OF [PREPAYMENT MODEL] SET FORTH
BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF [PREPAYMENT MODEL])
DATE 0% ___% ___% ___% ___%
---- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial Percentage......................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 19__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
_____ 15, 20__..........................................
Weighted Average Life (years)...........................
</TABLE>
FACTORS AFFECTING PREPAYMENTS
The rate of principal payments on pools of manufactured housing
contracts is influenced by a variety of economic, geographic, social and other
factors, including the prevailing level of interest rates from time to time and
the rate at which owners of manufactured homes sell their manufactured homes or
default on their contracts. Other factors affecting prepayment of manufactured
housing contracts and mortgage loans include changes in obligors' housing needs,
job transfers, unemployment and obligors' net equity in the manufactured homes.
In the case of mortgage loans secured by site-built homes, in general, if
prevailing mortgage interest rates fall significantly below the interest rates
on such mortgage loans, the mortgage loans are likely to be subject to higher
prepayment rates than if prevailing mortgage interest rates remained at or above
the rates borne by such mortgage loans, because the mortgagors in many cases
could refinance and obtain alternative mortgage loans with lower interest rates
and lower monthly payments. Conversely, if prevailing mortgage interest rates
rise above the interest rates on such mortgage loans, the rate of prepayment
would be expected to decrease because alternative mortgage loans would bear
higher interest rates and require higher monthly payments. The outstanding
principal balances of manufactured housing contracts are, in general, much
smaller than mortgage loan balances and the original terms to maturity of such
contracts are generally shorter than those of mortgage loans. As a result,
changes in interest rates will not affect the monthly payments on available
alternative manufactured housing contracts to the same degree that changes in
mortgage interest rates will affect the monthly payments on available
alternative mortgage loans. Consequently, the effect of changes in prevailing
interest rates on the prepayment rates on manufactured housing contracts may not
be similar to the effects of such changes on mortgage loan prepayment rates, or
such effects may be similar to the effects of such changes on mortgage loan
prepayment rates, but to a smaller degree.
Generally, the Assets may be prepaid by the Obligors at any time
without imposition of any prepayment fee or penalty. In addition, defaults on
Assets, leading to repossession (and foreclosure in the case of Land Secured
Contracts and Mortgage Loans) and the ultimate liquidation of the related
Manufactured Homes and Mortgage Properties (and Real Properties, in the case of
Land Secured Contracts), may occur with greater frequency in their early years.
Prepayments, liquidations and repurchases of the Assets will result in
distributions of principal to Certificateholders of amounts that would otherwise
be distributed over the remaining terms of the Assets. See "Yield on the Offered
Certificates" herein and "Yield Considerations" and "Maturity and Prepayment
Considerations" in the Prospectus.
S-34
<PAGE>
DFC, as seller under the Sales Agreement, may be required to repurchase
certain Assets if it breaches its representations and warranties contained in
the Sales Agreement, including those relating to the qualification of the Assets
for REMIC purposes. See "The Asset Pool--Conveyance of Contracts" herein. Any
repurchase of an Asset will have the same effect as a prepayment in full of such
Asset and will affect an investor's yield to maturity.
The Servicer (regardless of whether Oakwood remains the Servicer) and
the holders of a majority in interest of the Class R Certificates each has the
option to terminate the Trust, thereby causing the retirement of all outstanding
Certificates, on any Distribution Date on or after the Distribution Date on
which the Pool Scheduled Principal Balance is less than or equal to 10% of the
Pool Scheduled Principal Balance as of the Cut-off Date. See "The Trust -
Optional and Mandatory Termination" herein. If neither the Servicer nor the
holders of a majority in interest of the Class R Certificates exercise its
optional termination rights within 90 days after becoming eligible to do so, the
Trustee shall solicit bids for the purchase of all Assets, REO Properties and
Repo Properties remaining in the Trust. Such a purchase, if consummated, would
likewise cause the retirement of all outstanding Certificates. See "The Trust -
Optional and Mandatory Termination" herein.
YIELD ON THE OFFERED CERTIFICATES
Distributions of interest on the Offered Certificates (other than the
Class A-1 Certificates) on any Distribution Date will include interest accrued
thereon through the last day of the month preceding the month in which such
Distribution Date occurs. Because interest will not be distributed on such
Classes until the 15th day (or, if such day is not a business day, then on the
next succeeding business day) of the month following the month in which such
interest accrues on the Assets, the effective yield to the holders of such
Classes of Offered Certificates will be lower than the yield otherwise produced
by the Pass-Through Rate and purchase price.
The yield to maturity of, and the aggregate amount of distributions on,
each Class of the Offered Certificates will be related to the rate and timing of
principal payments on the Assets. The rate of principal payments on the Assets
will be affected by the amortization schedules of the Assets and by the rate of
principal prepayments thereon (including for this purpose payments resulting
from refinancings, liquidations of the Assets due to defaults, casualties,
condemnations and repurchases by or on behalf of the Company or DFC, as the case
may be). NO ASSURANCE CAN BE GIVEN AS TO THE RATE OF PRINCIPAL PAYMENTS OR
PREPAYMENTS ON THE ASSETS.
Delinquencies on Assets could produce payment delays and could lead to
repossession of Manufactured Homes and foreclosures in the case of Land Secured
Contracts and Mortgage Loans. Repossession of a Manufactured Home or foreclosure
on a Real Property or Mortgaged Property and the subsequent resale of the home
securing an Asset may produce resale proceeds that are less than the Unpaid
Principal Balance of the related Asset plus interest accrued thereon and the
expenses of sale. Such a shortfall upon repossession and disposition of a
Manufactured Home or foreclosure on a Real Property or Mortgaged Property would
result in a Realized Loss on such Asset. The rate of principal payments on, the
aggregate amount of distributions on, and the yield to maturity of, any Class of
the Certificates will be affected by the rate of Obligor defaults resulting in
liquidations of Assets.
If a purchaser of Certificates of a Class calculates its anticipated
yield based on an assumed rate of default and an assumed amount of losses that
are lower than the default rate and amount of losses actually incurred and such
amount of losses actually incurred is not entirely covered by the subordination
of the Certificates of Classes subordinated to such purchaser's Class as to
allocation of Realized Losses, the purchaser's actual yield to maturity will be
lower than that so calculated. The timing of losses on Liquidated Loans will
also affect an investor's actual yield to maturity, even if the rate of defaults
and severity of losses are consistent with an investor's expectations. There can
be no assurance that the delinquency or repossession experience set forth herein
under "Servicing of the Assets - Delinquency and Loan Loss/Repossession
Experience" will be representative of the results that may be
S-35
<PAGE>
experienced with respect to the Assets. There can be no assurance as to the
delinquency, repossession or loss experience with respect to the Assets.
The yield of each Class of Offered Certificates also will be negatively
affected to the extent any Shortfall is allocated to such Class. See
"Description of the Offered Certificates -- Allocation of Losses and Shortfall;
Subordination" herein.
The timing of changes in the rate of prepayments and defaults on the
Assets may significantly affect an investor's actual yield to maturity, even if
the average rate of principal payments experienced over time is consistent with
an investor's expectations. In general, the earlier a prepayment of principal of
an Asset, the greater will be the effect on the investor's yield to maturity. As
a result, the effect on an investor's yield of principal payments occurring at a
rate higher (or lower) than the rate anticipated by the investor during the
period immediately following the issuance of the Certificates would not be fully
offset by a subsequent like reduction (or increase) in the rate of principal
payments.
Investors in the Class A-1 Certificates should understand that at
levels of One-Month LIBOR (as defined herein) greater than the Weighted Average
Net Asset Rate less ___% per annum, the Pass-Through Rate of such Class will
remain at its maximum rate of the Weighted Average Net Asset Rate. Investors in
such Class should also consider the risk that lower than anticipated levels of
One-Month LIBOR could result in actual yields to such investors that are lower
than anticipated yields.
Investors in the Class A-1 Certificates should understand that the
timing of changes in the level of One- Month LIBOR may affect the actual yields
to such investors even if the average level is consistent with such investor's
expectations. Each investor must make an independent decision as to the
appropriate One-Month LIBOR assumptions to be used in deciding whether to
purchase a Class A-1 Certificate.
Because the Pass-Through Rate on the Offered Subordinated Certificates
may vary on the basis of the Weighted Average Net Asset Rate, such Pass-Through
Rate and the yield on such Certificates could be affected by disproportionate
collections of principal in respect of Assets with different Asset Rates
(including Obligor prepayments and such collections resulting from liquidations
and repurchases of Assets). Accordingly, (i) the yield to maturity of the Class
A-3 Certificates will be lower than that which would otherwise result if all or
a substantial portion of the Assets with Net Rates higher than ___% prepaid
prior to those with Net Rates lower than ___% per annum, (ii) the yield to
maturity of the Class B-1 Certificates will be lower than that which would
otherwise result if all or a substantial portion of the Assets with Net Rates
higher than ___% per annum prepaid prior to those with Net Rates lower than ___%
per annum and (iii) the yield to maturity of the Class B-2 Certificates will be
lower than that which would otherwise result if all or a substantial portion of
the Assets with Net Rates higher than ___% per annum prepaid prior to those with
Net Rates lower than ___% per annum.
The aggregate amount of distributions and the yield to maturity of the
Offered Certificates, particularly the Class B Certificates, will also be
affected by early payments of principal on the assets resulting from any
purchases of Assets not conforming to certain representations and warranties of
DFC and by the exercise by the Servicer or a majority in interest in the Class R
Certificates of its option to purchase the Assets and other assets of the Trust,
thereby effecting early retirement of any outstanding Classes of Offered
Certificates as described under "The Trust - Optional and Mandatory Termination"
herein. If neither the Servicer nor the Residual Majority exercises its optional
termination right within 90 days after it first becomes eligible to do so, the
Trustee shall solicit bids for the purchase of all Assets, REO Properties and
Repo Properties remaining in the Trust. The Trustee shall sell such Assets, REO
Properties and Repo Properties only if the net proceeds to the Trust from such
sale would at least equal the Termination Price, and the net proceeds from such
sale will be distributed first to the Servicer to reimburse it for all
previously unreimbursed Liquidation Expenses paid and Advances made by, and not
previously reimbursed to, it with respect to the Assets and second to the
Holders of the Certificates, the Servicer and Oakwood Homes (to the extent of
any unreimbursed Limited Guarantee Payment Amounts) in accordance with the
distribution priorities set forth in "Description of the Offered Certificates -
Distributions on the Certificates - Priority of Distributions"
S-36
<PAGE>
herein. If the net proceeds from such sale would not at least equal the
Termination Price, the Trustee shall decline to sell the Assets, REO Properties
and Repo Properties and shall not be under any obligation to solicit any further
bids or otherwise negotiate any further sale of the Assets, REO Properties and
Repo Properties.
Because interest will not be distributed to Certificateholders until
the 15th day (or, if such day is not a business day, the next succeeding
business day) of the month following the month in which interest accrues on the
Certificates, the effective yield to the holders of the Offered Certificates
will be lower than the yield otherwise produced by the applicable Pass-Through
Rates and the respective purchase prices.
If the purchaser of a Certificate offered at a discount from its Parity
Price (as defined below) calculates its anticipated yield to maturity based on
an assumed rate of payment of principal that is faster than that actually
experienced on the Assets, the actual yield to maturity will be lower than that
so calculated. Similarly, if the purchaser of a Certificate offered at a premium
above its Parity Price calculates its anticipated yield to maturity based on an
assumed rate of payment of principal that is slower than that actually
experienced on the Assets, the actual pre-tax yield to maturity will be lower
than that so calculated. "Parity Price" is the price at which a security will
yield its coupon, after giving effect to any payment delay.
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Senior/Subordinate Contract Pass-Through Certificates, Series
19__-X, will consist of the Class A-1, Class A-2, Class A-3, Class B-1, Class
B-2 and Class R Certificates. Only the Offered Certificates are offered hereby.
The Offered Certificates will be issued in [book-entry] [certificated]
fully-registered form only, in denominations of $25,000 and integral multiples
of $1 in excess thereof. [Definitive Certificates, if issued (as defined below
under "-- Book-Entry Certificates"), will be transferable and exchangeable at
the corporate trust office of the Trustee at its Corporate Trust Administration
Department in _______, _______.] No service charge will be made for any
registration of exchange or transfer, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge incurred in
connection with such exchange or transfer.
The Company will cause the Assets to be assigned to the Trustee. The
Servicer will service the Assets pursuant to the Agreement. The Contract
Documents will be held for the benefit of the Trustee by the Servicer.
Distributions of principal and interest on the Certificates will be
made on the 15th day of each month, or, if such day is not a business day, on
the next succeeding business day (each, a "Distribution Date") beginning in
__________, 19__, to the persons in whose names the Certificates are registered
at the close of business on the last business day of the month preceding the
month in which the Distribution Date occurs (the "Record Date"). Distributions
will be made by check mailed to the address of the person entitled thereto as it
appears on the Certificate Register [which will be the Depository unless and
until Definitive Certificates (as defined below) are issued], except that a
Certificateholder who holds Certificates with original denominations aggregating
at least $5 million may request payment by wire transfer of funds pursuant to
written instructions delivered to the Trustee at least five business days prior
to the applicable Record Date. The Trustee may charge a fee for any distribution
made by wire transfer. The final distribution in retirement of the Certificates
will be made only upon presentation and surrender of the Certificates at the
office or agency of the Trustee specified in the final distribution notice to
Certificateholders.
[Each distribution with respect to a Book-Entry Certificate will be
paid to the Depository, which will credit the amount of such distribution to the
accounts of its Participants in accordance with its normal procedures. Each
Participant will be responsible for disbursing such distribution to the
Beneficial Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent.
S-37
<PAGE>
Each brokerage firm will be responsible for disbursing funds to the Beneficial
Owners that it represents. All such credits and disbursements with respect to
Book-Entry Certificates are to be made by the Depository and the Participants in
accordance with the Depository's rules.]
[BOOK-ENTRY CERTIFICATES
The Offered Certificates will initially be registered in the name of
Cede & Co., the nominee of the Depository Trust Corporation ("DTC"). DTC is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC accepts securities for deposit from its
participating organizations ("Participants") and facilitates the clearance and
settlement of securities transactions between Participants in such securities
through electronic book-entry changes in accounts of Participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks and trust companies and clearing
corporations and may include certain other organizations. Indirect access to the
DTC system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("indirect participants").
Beneficial Owners of Offered Certificates who are not Participants but
desire to purchase, sell or otherwise transfer ownership of the Offered
Certificates may do so only through Participants (unless and until Definitive
Certificates, as defined below, are issued). In addition, Beneficial Owners will
receive all distributions of principal of, and interest on, the Offered
Certificates from the Trustee through DTC and Participants. Beneficial Owners
will not receive or be entitled to receive certificates representing their
respective interests in the Offered Certificates, except under the limited
circumstances described below.
Unless and until Definitive Certificates (as defined below) are issued,
it is anticipated that the only "Certificateholder"of the Offered Certificates
will be Cede & Co., as nominee of DTC. Beneficial Owners will not be
Certificateholders as that term is used in the Agreement. Beneficial Owners are
only permitted to exercise the rights of Certificateholders indirectly through
Participants and DTC.
While the Offered Certificates are outstanding (except under the
circumstances described below), under the rules, regulations and procedures
creating and affecting DTC and its operations (the "Rules"), DTC is required to
make book-entry transfers among Participants on whose behalf it acts with
respect to the Offered Certificates and is required to receive and transmit
distributions of principal of, and interest on, the Offered Certificates. Unless
and until Definitive Certificates are issued, Beneficial Owners who are not
Participants may transfer ownership of the Offered Certificates only through
Participants by instructing such Participants to transfer the Offered
Certificates, by book-entry transfer, through DTC for the account of the
purchasers of such Certificates, which account is maintained with such
purchasers' respective Participants. Under the Rules and in accordance with
DTC's normal procedures, transfers of ownership of the Offered Certificates will
be executed through DTC and the accounts of the respective Participants at DTC
will be debited and credited.
The Offered Certificates will be issued in registered form to
Beneficial Owners, or their nominees, rather than to DTC (such Certificates
being referred to herein as "Definitive Certificates"), only if (1) DTC or the
Company advises the Trustee in writing that DTC is no longer willing or able to
discharge properly its responsibilities as nominee and depository with respect
to the Certificates and the Company or the Trustee is unable to locate a
qualified successor; (2) the Company, with the consent of the Trustee and the
Servicer, elects to terminate the book-entry system through DTC; or (3) after
the occurrence of an Event of Default, DTC, at the direction of Beneficial
Owners owning a majority in Percentage Interests of the Class A Certificates and
Class B Certificates together, advises the Trustee in writing that the
continuation of a book-entry system through DTC (or a successor thereto) to the
exclusion of any physical certificates being issued to Beneficial Owners is no
longer in the best interests of the Beneficial Owners. Upon issuance of
Definitive Certificates to Beneficial Owners, such
S-38
<PAGE>
Certificates will be transferable directly (and not exclusively on a book-entry
basis) and registered holders will deal directly with the Trustee with respect
to transfers, notices and distributions.
DTC has advised the Company and the Trustee that, unless and until
Definitive Certificates are issued, DTC will take any action permitted to be
taken by a Certificateholder under the Agreement only at the direction of one or
more Participants to whose DTC accounts the Certificates are credited. DTC has
advised the Company that DTC will take such action with respect to any
Percentage Interests of the Offered Certificates only at the direction of and on
behalf of such Participants with respect to such Percentage Interests of the
Offered Certificates. DTC may take actions, at the direction of the related
Participants, with respect to some Offered Certificates which conflict with
actions taken with respect to other Offered Certificates.]
COLLECTION OF PAYMENTS ON CONTRACTS
The Servicer will establish and maintain the Certificate Account for
the benefit of the Trustee. The Certificate Account must be an Eligible Account.
The Certificate Account is to be held in trust for the benefit of the Trustee on
behalf of the Certificateholders, and shall be designated
"____________________________ [Name of Trustee], as Trustee under a Pooling and
Servicing Agreement dated as of _____ __, 19__." Funds in the Certificate
Account will be invested in Eligible Investments (as defined in the Agreement)
that will mature or be subject to redemption not later than the business day
preceding the applicable monthly Distribution Date. Earnings on amounts
deposited into the Certificate Account shall be credited to the account of the
Servicer as servicing compensation in addition to the Servicing Fee and may be
used to offset P&I Advances due from the Servicer in respect of the Distribution
Date next succeeding the date on which such earnings were made or, at the
Servicer's option, may be released to the Servicer on such Distribution Date.
The amount of any losses incurred in respect of any such investments shall be
deposited into the Certificate Account by the Servicer out of its own funds
promptly after any such losses are incurred.
All payments in respect of principal and interest on the Assets
received by the Servicer on or after the Cutoff Date (exclusive of collections
relating to scheduled payments due on or prior to the Cut-off Date), including
Principal Prepayments and Net Liquidation Proceeds, will be deposited into the
Certificate Account no later than the second business day following the
Servicer's receipt thereof. Amounts collected as late payment fees, extension
fees, assumption fees or similar fees will be retained by the Servicer as part
of its servicing compensation. In addition, amounts paid by DFC for Assets
repurchased as a result of breach of a representation or warranty under the
Agreement and amounts required to be deposited upon substitution of a Qualified
Substitute Asset because of a breach of a representation or warranty, as
described under "The Asset Pool - Conveyance of Assets" above, will be paid into
the Certificate Account.
Subject to the following sentence, on or prior to the business day
before each Distribution Date (the related "Remittance Date"), the Servicer will
remit the Remittance Amount and the amount of all required P&I Advances to the
Trustee for deposit into the Distribution Account. If the Certificate Account is
maintained at the Trustee, the Trustee may withdraw the Remittance Amount (and
any portion of the P&I Advance to be covered by investment earnings on the
Certificate Account) from the Certificate Account on the applicable Distribution
Date and deposit it into the Distribution Account. In such event, the Servicer
will remit the portion, if any, of the required P&I Advances that is not to be
covered by investment earnings on the Certificate Account to the Trustee on the
related Remittance Date for deposit into the Distribution Account. The
Distribution Account shall be an Eligible Account established and maintained by
the Trustee.
The Trustee or its Paying Agent will withdraw funds from the
Distribution Account (but only to the extent of the related Available
Distribution) to make distributions to Certificateholders as specified under
"--Distributions" below.
From time to time, as provided in the Agreement, the Servicer will also
withdraw funds from the Certificate Account for other purposes as permitted by
the Agreement.
S-39
<PAGE>
DISTRIBUTIONS
The "Available Distribution" for a Distribution Date will include
(a)(1) Monthly Payments of principal and interest due on the Assets during the
preceding Collection Period and received, whether paid by the Obligors or
advanced by the Servicer, and (2) other unscheduled payments received with
respect to the Assets during the related Prepayment Period, including Principal
Prepayments, proceeds of repurchases, Net Liquidation Proceeds and Net Insurance
Proceeds, less (b) if Oakwood is not the Servicer, Servicing Fees for such
month, amounts required to reimburse the Servicer for previously unreimbursed
Advances in accordance with the Agreement, amounts required to reimburse the
Company or the Servicer for certain reimbursable expenses in accordance with the
Agreement, and amounts required to reimburse any party for an overpayment of a
Repurchase Price for an Asset.
INTEREST
[DISCUSS PARTICULAR ASPECTS OF INTEREST DISTRIBUTIONS, IF
ANY].
FLOATING RATE DETERMINATION
[DISCUSS LIBOR OR OTHER INDEX USED FOR PAYMENT ON
CERTIFICATES, IF ANY].
PRINCIPAL
[DISCUSS PARTICULAR ASPECTS OF PRINCIPAL DISTRIBUTIONS, IF
ANY].
On each Distribution Date the Available Distribution will be
distributed in the following amounts in the following order of priority:
(1) to the holders of the Class A-1 and Class A-2 Certificates,
one month's interest at their respective Pass-Through Rates on
their respective Certificate Principal Balances immediately
prior to such Distribution Date, together with any previously
undistributed shortfalls in interest due on such respective
Classes of Certificates in respect of prior Distribution
Dates; if the Available Distribution is not sufficient to
distribute the full amount of interest due on the Class A-1
and Class A-2 Certificates for such Distribution Date, the
Available Distribution will be allocated between such Classes
of Certificates pro rata on the basis of the respective
amounts of interest due thereon;
(2) to the holders of the Class A-3 Certificates, one month's
interest on the Certificate Principal Balance of the Class A-3
Certificates immediately prior to such Distribution Date,
together with any previously undistributed shortfalls in
interest due on the Class A-3 Certificates in respect of prior
Distribution Dates;
(3) to the holders of the Class B-1 Certificates, one month's
interest on the Certificate Principal Balance of the Class B-1
Certificates immediately prior to such Distribution Date,
together with any previously undistributed shortfalls in
interest due on the Class B-1 Certificates in respect of prior
Distribution Dates;
(4) to the holders of the Class B-2 Certificates, one month's
interest on the Certificate Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date,
together with any previously undistributed shortfalls in
interest due on the Class B-2 Certificates in respect of prior
Distribution Dates;
(5) to the holders of the Class A-1 Certificates, the Principal
Distribution Amount, to reduce the Certificate Principal
Balance of the Class A-1 Certificates until it has been
reduced to zero;
S-40
<PAGE>
(6) to the holders of the Class A-2 Certificates, the Principal
Distribution Amount, to reduce the Certificate Principal
Balance of the Class A-2 Certificates until it has been
reduced to zero;
(7) to the holders of the Class A-3 Certificates, the Principal
Distribution Amount, to reduce the Certificate Principal
Balance of the Class A-3 Certificates until it has been
reduced to zero;
(8) to the holders of the Class B-1 Certificates, the Principal
Distribution Amount, to reduce the Certificate Principal
Balance of the Class B-1 Certificates until it has been
reduced to zero;
(9) to the holders of the Class B-2 Certificates, the Principal
Distribution Amount, to reduce the Certificate Principal
Balance of the Class B-2 Certificates until it has been
reduced to zero; and
(10) any remainder to the holders of the Class R Certificates,
which will initially be _________________ ("__________"), an
affiliate of [Oakwood]. [___________ may also initially hold
the Class B-2 Certificates.]
Interest shortfalls referred to in clauses (1), (2), (3) and (4) above will, to
the extent lawfully payable, bear interest at the related Pass-Through Rate, and
interest accrued on the amount of any such interest shortfall will itself be due
pursuant to clauses (1), (2), (3) or (4) above, as applicable.
The Certificate Principal Balance of each Class of Certificates is its
original principal amount reduced by all distributions on such Class in
reduction of its principal balance and all Realized Losses allocated to such
Class.
Interest will accrue on the basis of a 360-day year consisting of
twelve 30-day months.
ALLOCATION OF LOSSES AND SHORTFALLS
REALIZED LOSSES
On each Distribution Date, Realized Losses that were incurred on the
Assets during the related Prepayment Period will be allocated among the Classes
of Certificates in the following order of priority:
(1) first, to the Class B-2 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class until it
has been reduced to zero;
(2) second, to the Class B-1 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class until it
has been reduced to zero;
(3) third, to the Class A-3 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class until it
has been reduced to zero; and
(4) finally, to the Senior Certificates, to be allocated
between the Classes of the Senior Certificates pro rata based upon
their respective Certificate Principal Balances, to be applied in
reduction of the Certificate Principal Balance of each such Class until
it has been reduced to zero.
[Notwithstanding the foregoing, Special Hazard Losses in excess of the
applicable Special Hazard Loss Limit ("Excess Special Hazard Losses"), Obligor
Bankruptcy Losses in excess of the applicable Obligor Bankruptcy Loss Limit
("Excess Bankruptcy Losses") and Fraud Losses in excess of the applicable Fraud
Loss Limit ("Excess Fraud Losses," and, collectively with Excess Special Hazard
Losses and Excess Bankruptcy Losses, "Excess Losses") on the Assets will be
allocated concurrently among all Certificates in proportion to their respective
Certificate Principal Balances.]
S-41
<PAGE>
[Upon initial issuance of the Certificates, the "Special Hazard Loss
Limit" is expected to equal approximately $____________. As of any Distribution
Date, the Special Hazard Loss Limit will equal the initial Special Hazard Loss
Limit less any Special Hazard Losses allocated solely to the Subordinated
Certificates on previous Distribution Dates. The Special Hazard Loss Limit may
be reduced or modified upon written confirmation from the Rating Agencies that
such reduction or modification will not adversely affect the then-current
ratings assigned by such Rating Agencies to the Offered Certificates. Such a
reduction or modification may adversely affect the coverage provided by
subordination with respect to Special Hazard Losses.]
[Upon initial issuance of the Certificates, the "Obligor Bankruptcy
Loss Limit" is expected to equal approximately $____________. As of any
Distribution Date, the Obligor Bankruptcy Loss Limit will equal the initial
Obligor Bankruptcy Loss Limit less any Obligor Bankruptcy Losses allocated
solely to the Subordinated Certificates on previous Distribution Dates. The
Obligor Bankruptcy Loss Limit may be reduced or modified upon written
confirmation from the Rating Agencies that such reduction or modification will
not adversely affect the then-current ratings assigned by such Rating Agencies
to the Offered Certificates. Such a reduction or modification may adversely
affect the coverage provided by subordination with respect to Obligor Bankruptcy
Losses.]
[Upon initial issuance of the Certificates, the "Fraud Loss Limit" is
expected to equal approximately ____% of the aggregate Scheduled Principal
Balance of the Contracts as of the Cut-off Date. [INSERT DESCRIPTION OF FORMULA
FOR STEP-DOWN OF FRAUD LOSS LIMIT OVER TIME, AS SET BY THE RATING AGENCIES.]]
SHORTFALLS
Realized Interest Shortfalls will be allocated among the Classes of the
Certificates in the same manner and order of priority as the related Realized
Losses, and any shortfalls in interest associated with an Excess Loss will be
allocated among the Classes of the Certificates in the same manner and order of
priority as the related Excess Losses. Month End Interest Shortfall, Soldiers'
and Sailors' Shortfall [and any other shortfall in interest collected] on an
Asset will be allocated among all Classes of Certificates entitled to receive
interest in respect of such Asset, in proportion to the amount of interest in
respect of such Asset that the holders of Certificates of each such Class would
have been entitled to receive had such Shortfall not occurred.
RESERVE FUNDS OR LIQUIDITY ACCOUNTS
[DISCUSS LIQUIDITY ACCOUNT(S), IF ANY].
SUBORDINATION OF THE SUBORDINATED CERTIFICATES
[DISCUSS PARTICULAR SUBORDINATION FEATURES, IF ANY].
THE LIMITED GUARANTEE
[DISCUSS PARTICULAR ASPECTS OF LIMITED GUARANTEE, IF ANY].
PRE-FUNDING ACCOUNTS
[DISCUSS PARTICULAR ASPECTS OF PRE-FUNDING ACCOUNTS, IF ANY].
S-42
<PAGE>
THE TRUST
GENERAL
The Certificates will be issued pursuant to the Agreement. The summary
of the provisions of the Agreement contained herein does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
provisions of the Agreement. Reference is made to the Prospectus for important
information in addition to that set forth herein regarding the terms and
conditions of the Offered Certificates. See "The Pooling and Servicing
Agreements" in the Prospectus. A copy of the Standard Terms to Pooling and
Servicing Agreement (March 1997 Edition) has been filed with the Securities and
Exchange Commission (the "SEC") as an exhibit to the Company's Registration
Statement on Form S-3 of which the Prospectus is a part. A copy of the Pooling
and Servicing Agreement relating to the Certificates, in the form in which it
was executed by the Company, the Servicer and the Trustee (without exhibits),
will be filed with the SEC in a Current Report on Form 8-K within 15 days after
the Closing Date.
The Trust created pursuant to the Agreement will consist of (1) the
Assets, including all rights to receive payments due on the Assets after the
Cut-off Date; (2) such assets as from time to time are identified as deposited
in any account held for the benefit of Certificateholders (including the
Certificate Account and the Distribution Account); (3) any Manufactured Home,
Real Property or Mortgaged Property acquired on behalf of Certificateholders by
repossession, foreclosure or by deed in lieu of foreclosure; (4) the rights of
the Trustee to receive the proceeds of any Standard Hazard Insurance Policies
maintained with respect to the Manufactured Homes and Mortgaged Properties in
accordance with the Agreement; [Liquidity Account]; [Limited Guarantee]; [Pre-
funding Account]; and (5) certain rights of the Company relating to the
enforcement of representations and warranties made by DFC relating to the
Assets.
THE TRUSTEE
The Trustee is ____________________________. The Trustee has its
corporate trust office at
___________________________________________________________________________. Any
notices to the Trustee relating to the Certificates or the Agreement should be
sent to _____________________________,
- -------------------------------------------------------------------------------.
The Trustee may resign at any time, in which event the Company will be
obligated to appoint a successor Trustee. The Company may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement or if the Trustee becomes insolvent. In such circumstances, the
Company will also be obligated to appoint a successor Trustee. Any resignation
or removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.
The Agreement requires the Trustee to maintain, at its own expense, an
office or agency in _______, _______ where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustee and the Certificate Registrar in respect of the Certificates
pursuant to the Agreement may be served.
OPTIONAL AND MANDATORY TERMINATION
Either the Servicer or the holders of a majority in interest of the
Class R Certificates (the "Residual Majority"), at their respective options and
subject to the limitations imposed by the Agreement, may terminate the Trust by
purchasing all Assets, REO Properties and Repo Properties remaining in the Trust
on any Distribution Date occurring on or after the Distribution Date on which
the sum of Balance of the Certificates is less than 10% of the sum of the
original Principal Balance of the Certificates. The Trust also may be terminated
(and the Certificates
S-43
<PAGE>
retired) on any Distribution Date upon the Servicer's determination, based on an
opinion of counsel, that the REMIC status of either the Pooling REMIC or the
Issuing REMIC described herein under "Summary of Terms - Federal Income Tax
Consequences" has been lost or that a substantial risk exists that such status
will be lost for the then current taxable year. See "Description of the
Certificates - Optional Redemption or Termination" in the Prospectus.
If neither the Servicer nor the Residual Majority exercises its
optional termination right within 90 days after it first becomes eligible to do
so, the Trustee shall solicit bids for the purchase of all Assets, REO
Properties and Repo Properties remaining in the Trust. The Trustee shall sell
such Assets, REO Properties and Repo Properties only if the net proceeds to the
Trust from such sale would be at least equal to the Termination Price, and the
net proceeds from such sale will be distributed first to the Servicer to
reimburse it for all previously unreimbursed Liquidation Expenses paid and
Advances made by, and not previously reimbursed to, it with respect to the
Assets and second to the Certificateholders and the Servicer in accordance with
the distribution priorities set forth under "Description of the Offered
Certificateholders-Distributions-Priority of Distributions" herein. If the net
proceeds from such sale would not at least equal the Termination Price, the
Trustee shall decline to sell the Assets, REO Properties and Repo Properties
and shall not be under any obligation to solicit any further bids or otherwise
negotiate any further sale of the Assets, REO Properties and Repo Properties.
The "Termination Price" will equal the greater of (a) sum of (1) any
Liquidation Expenses incurred by the Servicer in respect of any Asset that has
not yet been liquidated; (2) all amounts required to be reimbursed or paid to
the Servicer in respect of previously unreimbursed Servicing Advances; and (3)
the sum of (i) the aggregate Unpaid Principal Balance of the Assets, plus
accrued and unpaid interest thereon at the Asset Rates borne by such Assets
through the end of the month preceding the month of the terminating purchase,
plus (ii) the lesser of (A) the aggregate Unpaid Principal Balance of each Asset
that had been secured by any REO Property or Repo Property remaining in the
Trust, plus accrued interest thereon at the Asset Rates borne by such Assets
through the end of the month preceding the month of the terminating purchase,
and (B) the current appraised value of any such REO Property or Repo Property
(net of Liquidation Expenses to be incurred in connection with the disposition
of such property estimated in good faith by the Servicer), such appraisal to be
conducted by an appraiser mutually agreed upon by the Servicer and the Trustee,
plus all previously unreimbursed P&I Advances made in respect of such REO
Property or Repo Property, and (b) the aggregate fair market value of the assets
of the Trust (as determined by the Servicer as described in the Agreement) plus
all previously unreimbursed P&I Advances made with respect to the Assets. The
fair market value of the assets of the Trust as determined for purposes of a
terminating purchase shall be deemed to include accrued interest at the
applicable Asset Rate on the Unpaid Principal Balance of each Asset (including
any Asset that has become a REO Property or a Repo Property, which REO Property
or Repo Property has not yet been disposed of by the Servicer) through the end
of the month preceding the month of the terminating purchase. The basis for any
such valuation shall be furnished by the Servicer to the Certificateholders upon
request. See "Description of the Certificates - Optional Redemption or
Termination" in the Prospectus.
On the date of any termination of the Trust, the Termination Price
shall be distributed (1) first to the Servicer to reimburse it for all
previously unreimbursed Liquidation Expenses paid and Advances made by and not
previously reimbursed to the Servicer with respect to the Assets and (2) second
to the Certificateholders in accordance with the distribution priorities set
forth under "-Distributions - Priority of Distributions" above. The Termination
Price shall be deemed to be a Principal Prepayment in full, together with
related interest, received during the related Prepayment Period for purposes of
determining the allocation of such distributions. Upon the termination of the
Trust and payment of all amounts due on the Certificates and all administrative
expenses associated with the Trust, any remaining assets of the REMICs shall be
sold and the proceeds distributed pro rata to the holders of the Class R
Certificates. See "Description of the Certificates - Optional Redemption or
Termination" in the Prospectus.
S-44
<PAGE>
TERMINATION OF THE AGREEMENT
The Agreement will terminate upon the last action required to be taken
by the Trustee on the final Distribution Date following the later of (1) the
purchase by the Servicer or the Residual Majority of all Assets and all property
acquired in respect of any Asset remaining in the Trust Estate, and the election
by such purchaser to terminate the Trust, as described under "- Optional and
Mandatory Termination" above or (2) the final payment or other liquidation (or
any advance with respect thereto) of the last Asset remaining in the Trust
Estate or the disposition of all property acquired upon repossession of any
Manufactured Home or foreclosure on any Mortgaged Property.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed, to the extent of available funds, to the
Certificateholders on the final Distribution Date the amounts due them in
accordance with the Agreement. If the Agreement is then being terminated, the
amount which remains on deposit in the Certificate Account (other than amounts
retained to meet claims), after all required distributions have been made to the
Class A and Class B Certificateholders, will be paid to the Class R
Certificateholders pro rata (based upon such holders' respective Percentage
Interests).
VOTING RIGHTS
The voting rights of the Trust will be allocated 1% to the Class R
Certificates and 99% to the other Certificates in proportion to their respective
Certificate Principal Balances. For a description of the limited matters on
which the Certificateholders may vote, see "The Pooling and Servicing
Agreements" in the Prospectus.
REPORTS TO CERTIFICATEHOLDERS
The Trustee will furnish the Certificateholders with monthly statements
prepared by the Servicer (each a "Remittance Report") containing information
with respect to principal and interest distributions on the Certificates and
Realized Losses on the Assets. Any financial information contained in such
reports will not have been examined or reported upon by an independent public
accountant. Copies of such monthly statements and any annual reports prepared by
the Servicer evidencing the status of its compliance with the provisions of an
Agreement will be furnished to related Certificateholders upon request addressed
to the Trustee.
A Remittance Report for a Distribution Date will identify the following
items:
(1) the Available Distribution for such Distribution Date;
(2) the Interest Distribution Amount and the Carryover Interest Amount,
as well as any Writedown Interest Amount and any Carryover Writedown Interest
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 for such Distribution Date;
(3) 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, separately identifying any portion of such amount
attributable to prepayments, and the aggregate Principal Distribution Shortfall
Carryover Amount for each Class of the Certificates for such Distribution Date,
and the amount to be distributed to reduce the Principal Distribution Shortfall
Carryover Amount on each such Class based upon the Available Distribution for
such Distribution Date;
(4) the aggregate amount of P&I Advances required to be made by the
Servicer with respect to such Distribution Date;
(5) the amount of any Realized Losses incurred on the Assets during the
related Prepayment Period and in the aggregate since the Cut-off Date and the
amount of any Writedown Amount to be allocated to any Class of the Offered
Subordinated Certificates;
S-45
<PAGE>
[(6)(a) the Class A-3 Liquidity Account Required Amount and the Class B-1
Liquidity Account Required Amount both immediately before and after the
Distribution Date, (b) the amount of any Class A-3 Liquidity Account Draw Amount
and Class B-1 Liquidity Account Draw Amount for such Distribution Date, (c) the
amount to be deposited into the Class A-3 Liquidity Account and the Class B-1
Liquidity Account pursuant to clause (___) under "Description of the Offered
Certificates - Distributions - Priority of distributions" herein, and (d) the
amount on deposit in the Class A-3 Liquidity Account and the Class B-1 Liquidity
Account both immediately before and immediately after the Distribution Date;]
[(7)(a) the amount of the Limited Guarantee Payment Amount, if any, for
such Distribution Date and the aggregate amount of any unpaid Limited Guarantee
Payment Amounts for any previous Distribution Dates;]
(8) the Certificate Principal Balance of each Class of the Certificates
and the Adjusted Certificate Principal Balance of each Class of the Offered
Subordinated Certificates after giving effect to the distributions to be made
(and any Writedown Amounts to be allocated) on such Distribution Date.
(9) the aggregate Interest Distribution Amount remaining unpaid, if
any, and the aggregate Carryover Interest Amount remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distributions to be made
on such Distribution Date;
(10) the aggregate Writedown Interest Amount remaining unpaid, if any,
and the aggregate Carryover Writedown Interest Amount remaining unpaid, if any,
for each Class of Certificates, after giving effect to the distribution to be
made on such Distribution Date;
(11) the aggregate Principal Distribution Shortfall Carryover Amount
remaining unpaid, if any, for each Class of Certificates, after giving effect to
the distribution to be made on such Distribution Date;
(12) the amount of the aggregate Servicing Fee in respect of such
Distribution Date;
(13) the aggregate number of the aggregate of the Unpaid Principal
Balances of outstanding Assets that are (a) delinquent one month (I.E., 30 to 59
days) as of the end of the related Prepayment Period, (b) delinquent two months
(I.E., 60 to 89 days) as of the end of the related Prepayment Period, (c)
delinquent three months (I.E., 90 days or longer) as of the end of the related
Prepayment Period and (d) as to which repossession, foreclosure or other
comparable proceedings have been commenced as of the end of the related
Prepayment Period; and
(14) any other information required to be provided to
Certificateholders by the REMIC Provisions.
In the case of information furnished pursuant to clauses (1) and (3) above, the
amounts shall be expressed, with respect to any Certificate, as a dollar amount
per $1,000 denomination.
SERVICING OF THE ASSETS
THE SERVICER
Oakwood Acceptance Corporation ("Oakwood") was incorporated in 1984 in
the State of North Carolina as a wholly-owned subsidiary of Oakwood Homes
Corporation ("Oakwood Homes"). Oakwood is primarily engaged in the business of
underwriting, originating, pooling, selling and servicing installment sales
contracts for sales of manufactured housing units. Oakwood's principal offices
are located at 7800 McCloud Road, Greensboro, North Carolina 27409-9634
(telephone 910/664-2500).
S-46
<PAGE>
Oakwood Homes is a vertically-integrated manufacturer and retailer of
manufactured homes. Homes manufactured by Oakwood Homes are sold primarily
through its approximately ___ sales centers located [principally in the
southeastern and southwestern United States]. Oakwood Homes also sells
manufactured homes purchased from other manufacturers at certain of its sales
centers.
Oakwood underwrites and funds the origination of manufactured housing
contracts on an individual basis from its principal office and [from an
additional loan origination office in Austin, Texas]. Contracts for the
financing of sales of manufactured homes at Oakwood's sales centers are
typically originated in the name of Oakwood Mobile Homes, Inc., a wholly-owned
retailing subsidiary of Oakwood Homes ("OMH"), or in the name of a third party
manufactured housing dealer, in either case using funds provided by Oakwood, and
are assigned to Oakwood following origination, although some Contracts are
originated directly in Oakwood's name. Oakwood underwrites all such contracts.
From time to time, Oakwood purchases seasoned portfolios of manufactured housing
contracts from third parties.
Since its formation, Oakwood has become the most important source of
financing for purchasers of homes manufactured by Oakwood Homes. In fiscal 1985,
Oakwood financed $12.3 million of installment sale contracts, representing 15%
of Oakwood's financed sales. In fiscal 1993, 1994, 1995 and 1996, Oakwood
financed approximately $212 million, $344 million, $487 million and $721
million of loans, representing %, %, % and % of Oakwood's financial
sales.
SERVICING PORTFOLIO
Oakwood services all of the manufactured housing contracts it
originates or purchases (except for certain contract portfolios which it sells
on a servicing-released basis), collecting loan payments, insurance premiums and
other payments from borrowers and remitting principal and interest payments to
the holders of the contracts. The following table shows the composition of
Oakwood's servicing portfolio of manufactured housing contracts on the dates
indicated.
<TABLE>
<CAPTION>
CONTRACT SERVICING PORTFOLIO
AT AT
AT SEPTEMBER 30, DEC. 31, DEC. 31,
---------------------------------------------------- -------- --------
1992 1993 1994 1995 1996 1995 1996
---- ---- ---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of
Oakwood-Serviced
Contracts.................
Aggregate Outstanding
Principal Balance of
Oakwood-Serviced
Contracts.................
Average Outstanding
Principal Balance per
Oakwood-Serviced
Contracts.................
Weighted Average Interest
Rate of Oakwood-Serviced
Contracts.................
</TABLE>
S-47
<PAGE>
DELINQUENCY AND LOAN LOSS/REPOSSESSION EXPERIENCE
The following tables set forth certain information concerning (a) the
delinquency experience and (b) the loan loss and repossession experience of the
portfolio of manufactured housing loan contracts serviced by Oakwood, in each
case for each of Oakwood's fiscal years from 1992 through 1996 and, except as
noted, the twelve months ended December 31, 1995 and 1996. Because
delinquencies, losses and repossessions are affected by a variety of economic,
geographic and other factors, there can be no assurance that the delinquency and
loss experience of the Contracts will be comparable to that set forth below.
<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (1)
AT AT
AT SEPTEMBER 30, DEC. 31, DEC. 31,
---------------------------------------------------- -------- --------
1992 1993 1994 1995 1996 1995 1996
---- ---- ---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Oakwood-
Serviced Contracts........
Number of Contracts
Delinquent (2):
30 to 59 days past due..
60 to 89 days past due..
90 days or more past due
Total Number of Contracts
Delinquent................
Total Delinquencies as a
Percentage of Oakwood-
Serviced Contracts (3)....
</TABLE>
- ----------------
(1) Contracts that are already the subject of repossession or foreclosure
procedures are not included in "delinquent contracts" for purposes of
this table.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a
payment due on the first day of a month is not 30 days delinquent until
the first day of the following month.
(3) By number of contracts.
S-48
<PAGE>
LOAN LOSS/REPOSSESSION EXPERIENCE
<TABLE>
<CAPTION>
AT OR FOR AT OR FOR
THE TWELVE THE TWELVE
MONTHS MONTHS
ENDED ENDED
AT SEPTEMBER 30, DEC. 31, DEC. 31,
---------------------------------------------------- ---------- ----------
1992 1993 1994 1995 1996 1995 1996
---- ---- ---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Number of Oakwood-
Serviced Contracts (1)
Average Number of
Oakwood-Serviced
Contracts During
Period....................
Number of Oakwood-
Serviced Contracts
Repossessed...............
Oakwood-Serviced Contracts
Repossessed as a
Percentage of Total
Oakwood-Serviced
Contracts (2).............
Oakwood-Serviced Contracts
Repossessed as a
Percentage of Average
Number of Oakwood-
Serviced Contracts........
Average Outstanding
Principal Balance
of Contracts (3)..........
Net Losses from Contract
Liquidations (4):
Total Dollars (3).........
As a Percentage of Average
Principal Balance of
Contracts(3)(5)........
</TABLE>
- ------------------
(1) As of period end.
(2) Total Oakwood-serviced contracts repossessed during the applicable
period expressed as a percentage of the number of Oakwood- serviced
contracts at the end of the applicable period.
(3) Includes contracts originated by Oakwood and serviced by Oakwood or
others.
(4) Net losses represent the amounts charged by Oakwood against its loss
reserves for the periods indicated. Such amounts include estimates of
net losses with respect to certain defaulted contracts. Charges to the
loss reserves in respect of a defaulted contract generally are made
before the defaulted contract becomes a liquidated contract. The length
of the accrual period for the amount of accrued and unpaid interest
included in the calculation of the net loss varies depending upon the
period in which the loss was charged and whether the contract was owned
by an entity other than Oakwood.
(5) Total net losses incurred on contracts liquidated during the applicable
period expressed as a percentage of the average principal balance of
all contracts at the end of the applicable period.
(6) Annualized.
S-49
<PAGE>
[NOTE THAT DATA PRESENTED IN THE FOREGOING TABLES IN ANY PROSPECTUS
SUPPLEMENT WILL BE AS OF A DATE NO MORE THAN 135 DAYS PRIOR TO THE DATE OF SUCH
PROSPECTUS SUPPLEMENT.]
The data presented in the foregoing tables are for illustrative
purposes only, and there is no assurance that the delinquency, loan loss and
repossession experience of Contracts in the Asset Pool will be similar to that
set forth above. The delinquency, loan loss and repossession experience of
manufactured housing contracts historically has been sharply affected by
downturns in regional or local economic conditions. For instance, such a
downturn was experienced in areas dependent on the oil and gas industry in the
1980s, causing increased levels of delinquencies, repossessions and loan losses
on manufactured housing installment sales contracts in the affected areas.
Regional and local economic conditions are often volatile, and no predictions
can be made regarding their effects on future economic losses upon
repossessions. Information regarding the geographic location, at origination, of
the Manufactured Homes and Mortgaged Properties securing the Contracts in the
Asset Pool is set forth under "The Asset Pool" herein.
In particular, the foregoing data generally represents Oakwood's
experience servicing installment sales contracts and mortgage loans
underwritten pursuant to Oakwood's underwriting standards, which may differ
from DFC's underwriting standards. Further, this data reflect Oakwood's
experience servicing installment sales contracts and mortgage loans during
certain historic economic conditions that may not reflect future conditions.
Accordingly, the performance of the Assets and Oakwood's servicing experience
with respect thereto may differ materially from Oakwood's historical servicing
data presented herein.
COLLECTION AND OTHER SERVICING PROCEDURES
The Servicer will administer, service and make collections on the
Assets, exercising the degree of care that the Servicer exercises with respect
to similar contracts serviced by the Servicer.
[Each Asset bears interest at a fixed annual percentage rate (the "APR"
or "Contract Rate") and provides for level payments over the term of such Asset
that fully amortize the principal balance of the Asset. All of the Assets are
actuarial obligations. The portion of each Monthly Payment for any Contract
allocable to principal is equal to the total amount of such Monthly Payment less
the portion allocable to interest. The portion of each Monthly Payment due in a
particular month that is allocable to interest is a precomputed amount equal to
one month's interest on the principal balance of the Asset, which principal
balance is determined by reducing the initial principal balance by the principal
portion of all Monthly Payments that were due in prior months (whether or not
such Monthly Payments were timely made) and all prior partial principal
prepayments. Thus, each scheduled Monthly Payment on an Asset will be applied to
interest and to principal in accordance with such precomputed allocation whether
such Monthly Payment is received in advance of or subsequent to its Due Date.]
All payments received on the Assets (other than payments allocated to items
other than principal and interest or payments sufficient to pay the outstanding
principal balance of and all accrued and unpaid interest on such Assets) will be
applied when received first to any previously unpaid scheduled Monthly Payments,
and then to the currently due Monthly Payment, in the chronological order of
occurrence of the Due Dates for such Monthly Payments. Any payments on an Asset
that exceed the amount necessary to bring the Asset current are applied to the
partial prepayment of principal of the Asset if the Servicer determines (based
on specific directions from the Obligor as to such payment or on a course of
dealing with such Obligor) that the Obligor intended such payment as a partial
principal prepayment. If the Servicer cannot determine the Obligor's intent with
respect to any such excess payment, the Servicer will apply such excess payment
as an early payment of scheduled Monthly Payments for subsequent Due Dates to
the extent such excess payment is an integral multiple of such Obligor's
scheduled Monthly Payment, and will apply the remainder of such excess payment
as a partial principal prepayment.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
S-50
<PAGE>
For its servicing of the Assets, with respect to each Asset the
Servicer will receive, out of the related collection on such Asset, a Servicing
Fee equal to ____% per annum (the "Servicing Fee Rate") multiplied by the
related Scheduled Principal Balance of such Asset immediately prior to the
preceding Collection Period (without giving effect to any Principal Prepayments,
Net Liquidation Proceeds and Repurchase Prices received (or Realized Losses
incurred) on the day preceding the beginning of such Collection Period). The
Servicing Fee in respect of each Asset may be retained by the Servicer at the
time of the related collection on such Asset (or may be withdrawn from the
Certificate Account at a later time), in which case such amount will not be part
of the Available Distribution.
The Servicing Fee provides compensation for customary manufactured
housing contract third-party servicing activities to be performed by the
Servicer for the Trust and for additional administrative services performed by
the Servicer on behalf of the Trust. Customary servicing activities include
collecting and recording payments, communicating with Obligors, investigating
payment delinquencies, providing billing and tax records to Obligors and
maintaining internal records with respect to each Asset. Administrative services
performed by the Servicer on behalf of the Trust include calculating
distributions to Certificateholders and providing related data processing and
reporting services for Certificateholders and on behalf of the Trustee. Expenses
incurred in connection with servicing of the Assets and paid by the Servicer
from its monthly Servicing Fee include, without limitation, payment of fees and
expenses of accountants, payment of all fees and expenses incurred in connection
with the enforcement of Assets (except Liquidation Expenses as described below)
and payment of expenses incurred in connection with distributions and reports to
Certificateholders. The Servicer will be reimbursed out of the Liquidation
Proceeds of a defaulted Asset for all reasonable, out-of-pocket Liquidation
Expenses incurred by it in repossessing, foreclosing on (if applicable) and
liquidating the related Manufactured Home.
As part of its servicing fees, the Servicer will also be entitled to
retain, as compensation for the additional services provided in connection with
the Agreement, any late payment fees made by Obligors, extension fees paid by
Obligors for the extension of scheduled payments and assumption fees paid in
connection with permitted assumptions of Assets by purchasers of the related
Manufactured Homes, as well as investment earnings on funds in the Certificate
Account.
ADVANCES
On or prior to the Remittance Date for each Distribution Date, the
Servicer will either (1) deposit from its own funds the related aggregate P&I
Advance into the Certificate Account; (2) cause appropriate entries to be made
in the records of the Certificate Account that funds in the Certificate Account
that are not part of the Available Distribution for the related Distribution
Date have been used to make the aggregate P&I Advance; (3) if the Certificate
Account is maintained by the Trustee, instruct the Trustee to use investment
earnings on the Certificate Account to defray the Servicer's P&I Advance
obligation; or (4) make (or cause to be made) the aggregate P&I Advance through
any combination of the methods described in clauses (1), (2) and (3) above. Any
funds held for future distribution and used in accordance with clause (2) above
must be restored by the Servicer from its own funds or from early payments
collected on the Assets when they become part of a future Available
Distribution. The aggregate P&I Advance for a Distribution Date is the sum of
delinquent scheduled Monthly Payments due in the related Collection Period,
exclusive of all Non-recoverable Advances.
P&I Advances are intended to maintain a regular flow of scheduled
interest and principal payments to Certificateholders rather than to guarantee
or insure against losses.
The Servicer will also be obligated to make advances ("Servicing
Advances"), to the extent the Servicer deems such Advances recoverable out of
Liquidation Proceeds or from collections on the related Asset, in respect of
Liquidation Expenses and certain taxes and insurance premiums not paid by an
Obligor on a timely basis.
The Servicer will reimburse itself for P&I Advances and Servicing
Advances out of collections of the late payments in respect of which such
Advances were made. In addition, upon the determination that a Non-
S-51
<PAGE>
recoverable Advance has been made in respect of an Asset or upon an Asset
becoming a Liquidated Loan, the Servicer will reimburse itself out of funds in
the Certificate Account for unreimbursed amounts advanced by it in respect of
such Asset.
[COMPENSATING INTEREST
If an Asset is liquidated or prepaid in full other than on a Due Date,
the Obligor generally is only required to pay interest to the date of
liquidation or prepayment. In such event, for so long as Oakwood is the Servicer
of the related Asset, the Servicer is obligated to pay interest to the next Due
Date (as further defined in the "Glossary" in the Prospectus, "Compensating
Interest"), so long as such amount does not exceed the Servicer's aggregate
servicing compensation for such month.]
SUCCESSORS TO SERVICER; DELEGATION OF DUTIES
Any entity with which the Servicer is merged or consolidated, or any
entity resulting from any merger, conversion or consolidation to which the
Servicer is a party, or any entity succeeding to the business of the Servicer,
will be the successor to the Servicer under the Agreement so long as each Rating
Agency has delivered to the Trustee a letter to the effect that such
successorship will not result in a downgrading of the rating then assigned by
such Rating Agency to any Class of the Certificates. The Servicer may delegate
certain computational, data processing, collection and foreclosure (including
repossession) duties under the Agreement without any notice to or consent from
the Company or the Trustee, provided that the Servicer will remain fully
responsible for the performance of such duties.
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of
the Certificates will be used to purchase the Assets simultaneously and to pay
other expenses connected with pooling the Assets and issuing the Certificates.
UNDERWRITING
The Company and DFC have entered into an underwriting agreement dated
___________ __, 199__ (the "Underwriting Agreement") with _________________ (the
"Underwriter"). Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to the Underwriter and
the Underwriter has severally agreed to purchase, the principal amount of the
Offered Certificates set forth below opposite its name.
Class A-1 Class A-2 Class A-3
[Underwriter] $__________ $__________ $___________
- ---------------
[Underwriter] $__________ $__________ $___________
- ---------------
Class B-1
[Underwriter] $__________
The underwriting Agreement provides that the obligations of the
Underwriter are subject to certain conditions precedent and that the Underwriter
will be obligated to purchase all of the Offered Certificates if any of the
Offered Certificates are purchased.
S-52
<PAGE>
The Company has been advised that the Underwriter proposes to offer the
Offered Certificates to the public initially at the respective public offering
prices set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such prices less a concession not in excess of the amount set forth
below for each Class. The Underwriter and such dealers may allow a discount not
in excess of the amount set forth below for each Class to certain other dealers.
After the initial public offering of the Offered Certificates, the public
offering prices and concessions and discounts to dealers may be changed by the
Underwriter.
Concession Discount
(Percent of (Percent of
Principal Amount) Principal Amount)
Class A-1 _____% _____%
Class A-2 _____% _____%
Class A-3 _____% _____%
Class B-1 _____% _____%
Class B-2 _____% _____%
The Underwriter and any dealers that participate with the Underwriter
in the distribution of the Offered Certificates may be deemed to be
underwriters, and any discounts, concessions or commissions received by them,
and any profit on the resale of the Offered Certificates purchased by them, may
be deemed to be underwriting discounts and commissions under the Securities Act
of 1933, as amended (the "Act").
The Company and DFC have agreed to indemnify the Underwriter against
certain civil liabilities, including liabilities under the Act, to the extent
and under the circumstances set forth in the Underwriting Agreement.
[Until the distribution of the Offered Certificates is completed, rules
of the Securities and Exchange Commission may limit the ability of the
Underwriters and certain selling group members to bid for and purchase the
Offered Certificates. As an exception to these rules, the Underwriters are
permitted to engage in certain transactions that stabilize the price of the
Offered Certificates. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Offered Certificates.
In general, purchases of a security for the purpose of stabilization
could cause the price of the security to be higher than it might be in the
absence of such purchases.
Neither the Company or any of its affiliates nor any of the
Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Offered Certificates. In addition, neither the Company or any of
its affiliates nor any of the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.]
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Hunton &
Williams, Richmond, Virginia, and for the Underwriter by
________________________. The material federal income tax consequences of the
Offered Certificates will be passed upon for the Company by Hunton & Williams.
S-53
<PAGE>
ERISA CONSIDERATIONS
Fiduciaries of employee benefit plans and certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans, and collective investment funds in which such plans, accounts,
annuities or arrangements are invested (collectively, "Plans"), that are subject
to ERISA or corresponding provisions of the Code should carefully review with
their legal advisors whether the purchase or holding of any Certificates could
result in unfavorable consequences for the Plan or its fiduciaries under the
Plan Asset Regulations (as defined in the Prospectus) or the prohibited
transaction rules of ERISA or the Code. Prospective investors should be aware
that, although certain exceptions from the application of the Plan Asset
Regulations and the prohibited transaction rules exist, there can be no
assurance that any such exception will apply with respect to the acquisition of
a Certificate. See "ERISA Considerations" in the Prospectus.
Sections 406 and 407 of ERISA and Section 4975 of the Code prohibit
certain transactions that involve (1) a Plan that is subject to ERISA and any
party in interest or disqualified person with respect to the Plan and (2) plan
assets. The Plan Asset Regulations define "plan assets" to include not only
securities (such as the Certificates) held by a Plan but also the underlying
assets of the issuer of any equity securities (the "Look-Through Rule"), unless
one or more exceptions specified in the regulations are satisfied. The Offered
Certificates are treated as equity securities for purposes of the Plan Asset
Regulations. Nonetheless, the Look-Through Rule will not apply to the Offered
Certificates as long as one or more of the exceptions specified in the Plan
Asset Regulations are satisfied. One exception to the Look-Through Rule will
apply if the security is registered under the Securities Exchange Act of 1934,
as amended, is freely transferable and is part of a class of securities that is
held by more than 100 unrelated investors (the "Publicly Offered Exception").
Another exception will apply if, immediately after the most recent acquisition
of an equity interest, "benefit plan investors," within the meaning of the Plan
Asset Regulations, do not own 25% or more of the value of any class of equity
interests in the related trust (the "Insignificant Participation Exception").
Based on the information available to the Underwriters at the time of the
printing of the Prospectus, there can be no assurance that either the Publicly
Offered Exception or the Insignificant Participation Exception will apply to
either the initial or subsequent purchases of the Offered Certificates.
The U.S. Department of Labor has granted an administrative exemption to
the Underwriter (Prohibited Transaction Exemption __-___; Exemption Application
No. ______, __ Fed. Reg. ______ (19__))(referred to herein as the "Exemption")
from certain of the prohibited transaction rules of ERISA and the related excise
tax provisions of Section 4975 of the Code with respect to the initial purchase,
the holding and the subsequent resale by Plans of certificates in pass-through
trusts that consist of certain receivables, loans, and other obligations and
that meet the conditions and requirements of the Exemption. The receivables
covered by the Exemption include manufactured housing installment sales
contracts such as the Contracts.
Among the general conditions that must be satisfied for the Exemption
to apply are the following:
(1) the acquisition of the certificates by a Plan is on terms
(including the price for the certificates) that are at least as
favorable to the Plan as they would be in an arm's-length transaction
with an unrelated party;
(2) the rights and interests evidenced by the certificates
acquired by the Plan are not subordinated to the rights and interests
evidenced by other certificates of the related trust;
(3) the certificates acquired by the Plan have received a
rating at the time of such acquisition that is in one of the three
highest generic rating categories from either S&P, Fitch, Moody's
Investors Service, Inc. ("Moody's") or Duff & Phelps Inc. ("D&P");
(4) the trustee of the related trust must not be an affiliate
of any other member of the Restricted Group (as defined below);
S-54
<PAGE>
(5) the sum of all payments made to and retained by the
Underwriter in connection with the distribution of the certificates
represents not more than reasonable compensation for underwriting the
certificates;
(6) the sum of all payments made to and retained by the
Company pursuant to the assignment of the loans to the trust represents
not more than the fair market value of such loans; and
(7) the sum of all payments made to and retained by the
Servicer represents not more than reasonable compensation for such
person's services under any servicing agreement and reimbursement of
the Servicer's reasonable expenses in connection therewith.
The Exemption defines the term "reasonable compensation" by reference to DOL
Regulation ss. 2550.408c-2, 29 C.F.R. ss. 2550.480c-2, which states that whether
compensation is reasonable depends upon the particular facts and circumstances
of each case. Each fiduciary of a Plan considering the purchase of an Offered
Certificate should satisfy itself that all amounts paid to or retained by the
Underwriters, the Company and the Servicer of the Contracts represent reasonable
compensation for purposes of the Exemption. In addition, it is a condition of
the Exemption that the Plan investing in the certificates is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act of 1933, as amended. Furthermore,
in order for its certificates to qualify under the Exemption, a trust must meet
the following requirements: (a) the corpus of the trust must consist solely of
assets of the type that have been included in other investment pools; (b)
certificates in such other investment pools must have been rated in one of the
three highest rating categories of S&P, Moody's, D&P or Fitch for at least one
year prior to the Plan's acquisition of certificates; and (c) certificates
evidencing interests in such other investment pools must have been purchased by
investors other than Plans for at least one year prior to any Plan's acquisition
of certificates.
The Exemption does not apply to Plans sponsored by the Company, the
Underwriter, Oakwood, the Trustee, the Servicer and any obligor with respect to
Contracts included in the Trust constituting more than five percent of the
aggregate unamortized principal balance of the assets in the trust, or any
affiliate of such parties (the "Restricted Group"). Moreover, the Exemption
provides certain Plan fiduciaries relief from certain self-dealing/conflict of
interest prohibited transactions only if, among other requirements, (a) in the
case of an acquisition in connection with the initial issuance of certificates,
at least 50% of each class of certificates in which Plans have invested is
acquired by persons independent of the Restricted Group and at least 50% of the
aggregate interest in the trust is acquired by persons independent of the
Restricted Group; (b) such fiduciary (or its affiliate) is an obligor with
respect to five percent or less of the fair market value of the obligations
contained in the trust; (c) the Plan's investment in certificates of any class
does not exceed 25% of all of the certificates of that class outstanding at the
time of the acquisition; and (d) immediately after the acquisition, no more than
25% of the assets of the Plan with respect to which such person is a fiduciary
is invested in certificates representing an interest in one or more trusts
containing assets sold or serviced by the same entity.
The Exemption may apply to the acquisition and holding of the Class A-1
and Class A-2 Certificates by Plans provided that all conditions of the
Exemption are met. Prospective investors should be aware, however, that even if
the conditions specified in the Exemption are met, the scope of the relief
provided by the Exemption might not cover all acts that might be construed as
prohibited transactions. In addition, one or more alternative exemptions may be
available with respect to certain prohibited transactions to which the Exemption
is not applicable, depending in part upon the Class of Certificate to be
acquired, the type of Plan fiduciary that is making the decision to acquire such
Certificate and the circumstances under which such decision is made, including,
but not limited to, (a) PTCE 91-38, regarding investments by bank collective
investment funds; (b) PTCE 90-1, regarding investments by insurance company
pooled separate accounts; or (c) PTCE 83-1, regarding acquisitions by Plans of
interests in mortgage pools. Before purchasing Class A-1 or Class A-2
Certificates, a Plan subject to the fiduciary responsibility provisions of ERISA
or described in Section 4975(e)(1) of the Code should consult with its counsel
to determine whether the conditions of the Exemption or any other exemptions
would be met. A purchaser of Class A-1 or Class A-2 Certificates should be
aware, however, that even if the conditions specified in one or more exemptions
are met,
S-55
<PAGE>
the scope of the relief provided by an exemption might not cover all acts that
might be construed as prohibited transactions. In addition, any Plan Investor
contemplating an investment in the Senior Certificates should note that the
duties and obligations of the Trustee and the Servicer are limited to those
expressly set forth in the Agreement, and such specified duties and obligations
may not comport with or satisfy the provisions of ERISA setting forth the
fiduciary duties of Plan fiduciaries.
THE EXEMPTION, AS WELL AS CERTAIN OF THE OTHER EXEMPTIONS NOTED ABOVE,
WILL NOT APPLY TO THE PURCHASE, SALE AND HOLDING OF SUBORDINATED SECURITIES.
BECAUSE THE CLASS A-3 CERTIFICATES AND CLASS B-1 CERTIFICATES ARE SUBORDINATED
SECURITIES, THE EXEMPTION WILL NOT APPLY TO THE PURCHASE, SALE, OR HOLDING OF
SUCH CERTIFICATES. ACCORDINGLY, THE CLASS A-3 CERTIFICATES AND CLASS B-1
CERTIFICATES WILL NOT BE OFFERED FOR SALE TO A PLAN OR PLAN INVESTOR. EACH
PURCHASER OF A CLASS A-3 CERTIFICATE OR CLASS B-1 CERTIFICATE, BY VIRTUE OF ITS
RECEIPT OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT A
PLAN OR A PLAN INVESTOR.
RATINGS
It is a condition to their issuance that each Class of Offered
Certificates obtain the ratings specified on the cover page hereof from the
Rating Agencies specified on the cover page hereof.
[INSERT LANGUAGE DESCRIBING EACH APPLICABLE RATING CATEGORY]
The ratings on asset-backed pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions on the
underlying assets to which they are entitled. Rating opinions address the
structural, legal and issuer-related aspects associated with the securities,
including the nature of the underlying assets. Ratings on pass-through
certificates do not represent any assessment of the likelihood that principal
prepayments will be made by borrowers with respect to the underlying assets or
of the degree to which the rate of such prepayments might differ from that
originally anticipated. As a result, the ratings do not address the possibility
that holders of the Offered Certificates might suffer a lower than anticipated
yield in the event of rapid prepayments of the Assets or in the event that the
Trust is terminated prior to the latest Final Scheduled Distribution Date for
the Certificates. In addition, the ratings of the Offered Certificates do not
address the possibility that, in the event of the bankruptcy of DFC or the
Company, the issuance and sale of the Offered Certificates might be
recharacterized as a financing and that, as a result of such recharacterization,
distributions on the Offered Certificates may be delayed or altered. See
"Certain Other Considerations" herein.
A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each security rating should be evaluated
independently of any other security rating.
The Company will request _______________ and ________________ to rate
the Offered Certificates. There can be no assurance as to whether any rating
agency not requested to rate the Offered Certificates will nonetheless issue a
rating and, if so, what such rating would be. A rating assigned to the Offered
Certificates by a rating agency that has not been requested by the Company to do
so may be lower than the rating assigned by a Rating Agency pursuant to the
Company's request.
LEGAL INVESTMENT CONSIDERATIONS
The Class A-1 and Class A-2 Certificates will constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA") for so long as they are rated in one of the two highest
rating categories by one or more nationally recognized statistical rating
organizations. As such, the Class A-1 and Class A-2 Certificates will be legal
investments for certain entities to the extent provided in SMMEA,
S-56
<PAGE>
subject to state laws overriding SMMEA. A number of states have enacted
legislation overriding the legal investment provisions of SMMEA. See "Legal
Investment Considerations" in the Prospectus. THE CLASS A-3 AND CLASS B-1
CERTIFICATES WILL NOT CONSTITUTE "MORTGAGE RELATED SECURITIES" FOR PURPOSES OF
SMMEA BECAUSE SUCH SECURITIES WILL NOT BE RATED IN ONE OF THE TWO HIGHEST RATING
CATEGORIES BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.
The appropriate characterization of the Class A-3 and Class B-1
Certificates under various legal investment restrictions, and thus the ability
of investors subject to such restrictions to purchase such Certificates, is
subject to significant interpretative uncertainties.
Any financial institution that is subject to the jurisdiction of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, the Office of Thrift
Supervision, the National Credit Union Administration, any state insurance
commission, or any other federal or state agencies with similar authority should
review any applicable rules, guidelines and regulations prior to purchasing any
Certificates. Financial institutions should review and consider the
applicability of the Federal Financial Institutions Examination Counsel
Supervisory Policy Statement on the Selection of Securities Dealers and
Unsuitable Investment Practices (to the extent adopted by their respective
federal regulators), which, among other things, sets forth guidelines for
investing in certain types of mortgage related securities and prohibits
investment in certain "high-risk" mortgage securities.
The Company makes no representations as to the proper characterization
of any Class of the Offered Certificates for legal investment or other purposes,
or as to the legality of investment by particular investors in any Class of the
Offered Certificates under applicable legal investment restrictions. The
uncertainties may adversely affect the liquidity of any Class of Offered
Certificates. Accordingly, all institutions whose investment activities are
subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult with their own
legal advisors in determining whether and to what extent the Offered
Certificates constitute legal investments under SMMEA or are subject to
investment, capital or other restrictions.
See "Legal Investment Considerations" in the Prospectus.
S-57
<PAGE>
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus
Supplement or the Prospectus and, if given or made, such information or
representations must not be relied upon. This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the Offered Certificates offered hereby, nor an
offer of the Certificates in any state or jurisdiction in which, or to any
person to whom, such offer would be unlawful. The delivery of this Prospectus
Supplement or any Prospectus at any time does not imply that information herein
or therein is correct as of any time subsequent to its date; however, if any
material change occurs while this Prospectus Supplement or the Prospectus is
required by law to be delivered, this Prospectus Supplement or the Prospectus
will be amended or supplemented accordingly.
--------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
Summary of Terms....................................................... S-4
Risk Factors............................................................S-19
The Asset Pool..........................................................S-21
Maturity and Prepayment Considerations..................................S-28
Yield on the Offered Certificates.......................................S-33
Description of the Offered Certificates.................................S-34
The Trust...............................................................S-40
Servicing of the Assets.................................................S-41
Use of Proceeds.........................................................S-48
Underwriting............................................................S-48
Legal Matters...........................................................S-49
ERISA Considerations....................................................S-49
Ratings.................................................................S-51
Legal Investment Considerations.........................................S-52
PROSPECTUS
Additional Information....................................................ii
Incorporation of Certain Documents by Reference...........................ii
Summary of Terms...........................................................1
Risk Factors..............................................................12
Description of the Certificates...........................................17
Maturity and Prepayment Considerations....................................22
Yield Considerations......................................................23
The Trusts................................................................24
Underwriting Policies.....................................................40
Sale and Servicing of Contracts and Mortgage Loans........................43
The Pooling and Servicing Agreements......................................53
Certain Legal Aspects of Contracts and Mortgage Loans.....................57
Use of Proceeds...........................................................68
The Company...............................................................68
The Servicer..............................................................69
Federal Income Tax Consequences...........................................69
State Tax Consequences...................................................104
ERISA Considerations.....................................................104
Plan of Distribution.....................................................106
Legal Investment Considerations..........................................106
Legal Matters............................................................107
Glossary.................................................................108
DEUTSCHE FINANCIAL CAPITAL
SECURITIZATION LLC
Seller
$ (Approximate)
Senior/Subordinated
Pass-Through Certificates,
Series 19 -X
$ (Approximate)
Class A-1
$ (Approximate)
Class A-2
$ (Approximate)
Class A-3
$ (Approximate)
Class B-1
-----------------------
PROSPECTUS SUPPLEMENT
-----------------------
[NAME OF UNDERWRITER]
,
<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 21, 1997)
$
Deutsche Financial Capital Securitization LLC, Seller
Senior/Subordinated Pass-Through Certificates, Series 1997-1
(Oakwood Acceptance Corporation, Servicer)
The Senior/Subordinated Pass-Through Certificates, Series 1997-1 (the
"Certificates") will represent interests in a pool (the "Asset Pool") of
fixed-rate manufactured housing installment sales contracts (the
"Contracts") and fixed-rate mortgage loans secured by first liens on the
real estate to which the related Manufactured Homes are deemed
permanently affixed (the "Mortgage Loans" and, together with the
Contracts, the "Assets"). The Assets were originated or purchased by
Deutsche Financial Capital Limited Liability Company ("DFC") in
the ordinary course of DFC's business and will be conveyed by
DFC to Deutsche Financial Capital Securitization LLC (the
"Company"). The Company will convey the Trust Estate to DFCs
Trust 1997-1 (the "Trust") pursuant to the Pooling and
Servicing Agreement referred to herein. Oakwood Acceptance
Corporation will serve as servicer of the Assets
(the "Servicer" or
"Oakwood").
The Certificates will consist of the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates (collectively, the "Senior Certificates") and the
Class M, Class B-1, Class B-2, Class X and Class R Certificates
(collectively, the "Subordinated Certificates"). Only the Class A, Class
M and Class B-1 Certificates are being offered hereby (collectively,
the "Offered Certificates"). The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class M Certificates will evidence in
the aggregate approximate initial undivided interests in the
principal of the Asset Pool of %, %, %, %, %
and %, respectively. The Class B-1 and Class B-2
Certificates will evidence in the aggregate approximate
initial undivided interests in the principal of the
Asset Pool of % and %,
respectively.
Distributions of principal of and interest on the Certificates will be
distributed to Certificateholders on the 15th day of each month (or if the
15th day is not a business day, the next business day) (each, a
"Distribution Date"), beginning in June 1997. The Pass-Through Rate for
the Class A-1 Certificates for a Distribution Date will be the per annum
rate equal to the lesser of One-Month LIBOR, as determined on the
applicable Floating Rate Determination Date, plus % or the Weighted
Average Net Asset Rate. For any Distribution Date, the Pass-Through
Rates for the other Classes of Offered Certificates will be %
per annum, in the case of the Class A-2 Certificates, % per
annum, in the case of the Class A-3 Certificates, % per
annum, in the case of the Class A-4 Certificates, % per
annum, in the case of the Class A-5 Certificates, % per
annum, in the case of the Class M Certificates and, % per
annum, in the case of the Class B-1 Certificates; provided
that the Pass-Through Rates on the Class M, and Class B-1
shall not exceed the related Weighted Average Net Asset
Rate, as defined
herein.
Elections will be made to treat certain assets of the Trust as two separate real
estate mortgage investment conduits (each, a "REMIC") under the Internal
Revenue Code of 1986, as amended (the "Code"). The Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-5 Certificates (collectively, the "Class
A Certificates"), the Class M Certificates (the "Class M Certificates"),
the Class B-1 and Class B-2 Certificates (collectively, the "Class B
Certificates") and the Class X Certificates will represent "regular
interests" in one of such REMICs. The Class R Certificates will
represent beneficial ownership of the "residual interest" in each
of such REMICs. See "Federal Income Tax Consequences -- REMIC
Certificates" in the Prospectus.
(Cover continued on next page)
FOR A DISCUSSION OF CERTAIN SIGNIFICANT MATTERS AFFECTING INVESTMENTS IN THE
OFFERED CERTIFI CATES, SEE "RISK FACTORS" HEREIN AT PAGE S-18 AND IN THE
PROSPECTUS AT PAGE 10.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL PRINCIPAL PRICE TO UNDERWRITING PROCEEDS TO
AMOUNT PUBLIC (1) DISCOUNT COMPANY (1)(2)
<S> <C> <C> <C> <C>
Class A-1.................................... $
Class A-2.................................... $
Class A-3.................................... $
Class A-4.................................... $
Class A-5.................................... $
Class M...................................... $
Class B-1.................................... $
Total...................................... $
</TABLE>
(1) Per Certificate, plus accrued interest, if any, at the applicable
Pass-Through Rate from the Closing Date, with respect to the Class A-1
Certificates, and from May 1, 1997, with respect to all other Classes of
Offered Certificates.
(2) Before deducting expenses payable by the Company, estimated to be $325,000.
The Offered Certificates are offered by the underwriters specified below
(the "Underwriters"), subject to prior sale, when, as and if delivered to and
accepted by the Underwriters and subject to their right to reject orders in
whole or in part. It is expected that delivery of the Offered Certificates will
be made in book-entry form only through the Same Day Funds Settlement system of
The Depository Trust Company on or about June , 1997.
CREDIT SUISSE FIRST BOSTON DEUTSCHE MORGAN GRENFELL
The date of this Prospectus Supplement is June , 1997
<PAGE>
(Cover continued from previous page)
There will be no application to list the Offered Certificates on any
exchange, although the Underwriters intend to make a secondary market in the
Offered Certificates, they have no obligation to do so. There can be no
assurance that a secondary market for the Offered Certificates will develop, or
if it does develop, that it will continue to exist or provide sufficient
liquidity.
As further described herein, the Subordinated Certificates are subordinated
to the Senior Certificates; the Class B-1, Class B-2, Class X and Class R
Certificates are subordinated to the Class A Certificates and the Class M
Certificates; the Class B-2, Class X and Class R Certificates are subordinated
to the Class B-1 Certificates; and the Class X and Class R Certificates are
subordinated to the Class B-2 Certificates. This subordination will be
accomplished by the preferential application of the Available Distribution to
the more senior Classes of Certificates as against the Classes that are
subordinated to such senior Classes and by the allocation of Writedown Amounts
to the more subordinated Classes of Certificates. See "Description of the
Offered Certificates -- Distributions -- Priority of Distributions" and
"Description of the Offered Certificates -- Allocation of Writedown Amounts"
herein.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
CERTIFICATES, INCLUDING OVER-ALLOTMENT, STABILIZING, AND SHORT-COVERING
TRANSACTIONS IN SUCH CERTIFICATES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING OF THE OFFERED CERTIFICATES. FOR A DISCUSSION OF
THESE ACTIVITIES, SEE "UNDERWRITING."
NEITHER THE CERTIFICATES NOR THE ASSETS TRANSFERRED TO THE TRUST WILL BE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, BY THE
COMPANY, BY ANY UNDERWRITER, BY THE SERVICER OR ANY OF THEIR AFFILIATES, EXCEPT
AS PROVIDED HEREIN. THE CERTIFICATES DO NOT REPRESENT AN OBLIGATION OF OR
INTEREST IN THE COMPANY, THE SERVICER OR ANY PERSON OTHER THAN THE TRUST.
DISTRIBUTIONS ON THE CERTIFICATES WILL BE PAYABLE SOLELY FROM THE ASSETS
TRANSFERRED TO THE TRUST FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.
Until [ninety days after the date of this Prospectus Supplement], 1997, all
dealers effecting transactions in the Offered Certificates, whether or not
participating in this distribution, may be required to deliver a Prospectus
Supplement and the Prospectus. This is in addition to the obligation of dealers
to deliver a Prospectus Supplement and Prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
The Certificates offered by this Prospectus Supplement will be part of a
separate Series of Pass-Through Certificates being offered by the Company from
time to time pursuant to its Prospectus dated May 21, 1997, of which this
Prospectus Supplement is a part and which accompanies this Prospectus
Supplement. The Prospectus contains important information about the offering of
the Offered Certificates that is not contained herein, and prospective investors
are urged to read both this Prospectus Supplement and the Prospectus in full.
Sales of the Offered Certificates may not be consummated unless the purchaser
has received both this Prospectus Supplement and the Prospectus.
The Company may sell from time to time under this Prospectus Supplement and
the Prospectus and other related prospectus supplements up to $500,000,000 in
aggregate principal amount of Pass-Through Certificates, issuable in Series. As
of the date of this Prospectus Supplement, the Seller has publicly sold or
committed to sell $[ ] in aggregate principal amount of
Pass-Through Certificates, including the Offered Certificates.
The Seller has filed with the Commission certain materials relating to the
Assets and the Certificates on Form 8-K. Such materials were prepared by the
Underwriters for certain prospective investors, and the information included in
such materials is subject to, and is superseded by, the information set forth in
this Prospectus Supplement.
S-2
<PAGE>
SUMMARY OF TERMS
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ATTACHED PROSPECTUS DATED MAY , 1997 (THE "PROSPECTUS"). WHENEVER REFERENCE IS
MADE HEREIN TO A PERCENTAGE OF THE ASSETS OR A WEIGHTED AVERAGE STATISTIC
RELATING TO THE ASSETS, THE PERCENTAGE OR WEIGHTED AVERAGE STATISTIC IS
CALCULATED BASED ON THE SCHEDULED PRINCIPAL BALANCES OF THE ASSETS AS OF THE
CUT-OFF DATE (AS DEFINED BELOW). CAPITALIZED TERMS USED AND NOT OTHERWISE
DEFINED HEREIN HAVE THE RESPECTIVE MEANINGS ASSIGNED TO THEM IN THE GLOSSARY ON
PAGE 88 IN THE PROSPECTUS OR ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT.
<TABLE>
<S> <C>
TITLE OF SERIES.............................. Senior/Subordinated Pass-Through Certificates, Series 1997-1 (the
"Certificates"). The Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust (the "Trust") established by the
Company. The Trust will consist primarily of manufactured housing installment
sales contracts (the "Contracts") and residential mortgage loans (the
"Mortgage Loans" and, together with the Contracts, the "Assets") with an
aggregate principal balance of approximately $ as of the Cut- off
Date.
CLASS DESIGNATIONS
SENIOR CERTIFICATES........................ Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates.
CLASS M CERTIFICATES....................... Class M Certificates.
CLASS B CERTIFICATES....................... Class B-1 and Class B-2 Certificates.
SUBORDINATED CERTIFICATES.................. Class M, Class B, Class X and Class R Certificates.
OFFERED CERTIFICATES....................... Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M and Class B-1
Certificates.
OFFERED SUBORDINATED CERTIFICATES.......... Class M and Class B-1 Certificates.
</TABLE>
<TABLE>
<CAPTION>
OFFERED CERTIFICATES......................... TITLE OF APPROXIMATE
CLASS INITIAL
PRINCIPAL AMOUNT
<S> <C> <C>
A-1 $
A-2 $
A-3 $
A-4 $
A-5 $
M $
B-1 $
</TABLE>
<TABLE>
<S> <C>
OTHER CERTIFICATES........................... The Class B-2, Class X and Class R Certificates are not being offered hereby.
The Class B-2, Class X Certificates and the Class R Certificates are expected
to be sold initially to affiliates of the Company, which may offer such
Certificates in the future in one or more privately negotiated transactions.
The Pass-Through Rate for the Class B-2 Certificates on any Distribution Date
will be equal to the lesser of % per annum and the Weighted Average Net
Asset Rate for such Distribution Date. The Class X Certificates are interest-
only securities that have no stated Certificate Principal Balance or Pass-
Through Rate, but will represent the right to receive a distribution on each
Distribution Date in an amount equal to 30-days' interest on the aggregate
Certificate Principal Balance of the Senior Certificates, the Class M
Certificates and the Class B Certificates, at a rate equal to the difference,
if any, between the Weighted Average Net Asset Rate (as defined below) and the
weighted average of the Pass-Through Rates on the Senior Certificates, the
Class M Certificates and the Class B Certificates (the "Class X Strip
Amount"). The Class R Certificates will have no stated Certificate Principal
Balance or Pass-Through Rate, and will represent the beneficial ownership of
the "residual interest" in each of the REMICs. See "Description of the Offered
Certificates -- Distributions -- Priority of Distributions" herein.
CERTIFICATE STRUCTURE CONSIDERATIONS......... The primary credit support for the Senior Certificates is the subordination of
the Subordinated Certificates, effected by the allocation of Writedown Amounts
as described herein and by the preferential application of the Available
Distribution to the Senior Certificates relative to the Subordinated
Certificates to the extent described herein. The primary credit support for
the Class M Certificates is the subordination of the Class B, Class X and
Class R Certificates, effected by the allocation of Writedown Amounts as
described
</TABLE>
S-3
<PAGE>
<TABLE>
<S> <C>
herein and by the preferential allocation of the Available Distribution to the
Class M Certificates relative to the Class B, Class X and Class R Certificates
to the extent described herein. The primary credit support for the Class B-1
Certificates is the subordination of the Class B-2, Class X and Class R
Certificates, effected by the allocation of Writedown Amounts as described
herein and by the preferential allocation of the Available Distribution to the
Class B-1 Certificates relative to the Class B-2, Class X and Class R
Certificates to the extent described herein. In addition, the Class M
Liquidity Account and the Class B-1 Liquidity Account will be established to
provide credit support for the Class M Certificates and the Class B-1
Certificates, respectively, with respect to their related interest
entitlement. The Class M Liquidity Account and the Class B-1 Liquidity Account
will not be available to support other Classes of Certificates.
DENOMINATIONS................................ The Offered Certificates will be Book-Entry Certificates. One or more
certificates representing each Class of Offered Certificates will be
registered in the name of the nominee of The Depository Trust Company
(together with any successor depository selected by the Company, the
"Depository") and beneficial interests will be held by investors through the
book-entry facilities of the Depository, as described herein, in minimum
denominations of $25,000 and integral multiples of $1 in excess thereof. See
"Description of the Offered Certificates -- General" herein. Issuance of the
Offered Certificates in book-entry form may reduce the liquidity of such
Certificates in the secondary trading market because investors may be
unwilling to purchase Certificates for which they cannot obtain physical
certificates. In addition, because transfers of ownership or pledges of the
Offered Certificates can be effected only through the Depository,
participating organizations, indirect participants and certain banks, the
ability of a Beneficial Owner to pledge an Offered Certificate to persons or
entities that do not participate in the DTC system, or otherwise to take
actions in respect of such Offered Certificates, may be limited due to lack of
a physical certificate representing the Offered Certificates. See "Description
of the Certificates -- Book-Entry Procedures" in the Prospectus. Beneficial
Owners may experience some delay in their receipt of distributions of interest
and principal on the Offered Certificates because such distributions will be
forwarded by the Trustee to the Depository, which will credit such
distributions to the accounts of its Participants, which will thereafter
credit them to the accounts of Beneficial Owners either directly or indirectly
through indirect participants. See "Description of the Certificates -- Book-
Entry Procedures" in the Prospectus.
SELLER OF OFFERED CERTIFICATES............... Deutsche Financial Capital Securitization LLC (the "Company"), a limited-
purpose North Carolina limited liability company that is owned by Deutsche
Financial Capital I Corp. (the "Manager"), a North Carolina coporation, and
Deutsche Financial Capital Limited Liability Company ("DFC"), a North Carolina
limited liability company. Each of the Manager and DFC are owned in equal
shares by Deutsche Financial Services Corporation, a Nevada corporation, and
Oakwood Acceptance Corporation. Deutsche Financial Services Corporation is an
indirect wholly-owned subsidiary of Deutsche Bank AG, and the Servicer is a
wholly-owned subsidiary of Oakwood Homes Corporation ("Oakwood Homes"), a
North Carolina corporation. Neither the Company nor any of its affiliates, has
guaranteed or is otherwise obligated with respect to the Certificates. See
"Risk Factors -- 2. Certificateholders Must Look Solely to The Trust Estate
for Distributions of Principal and Interest" herein and "Risk Factors -- 6.
Certificateholders Must Look Solely to The Trust Estate for Distributions of
Principal and Interest" in the Prospectus.
SERVICER..................................... Oakwood will act as servicer for all the Assets (in such capacity, the
"Servicer"). For each Distribution Date, the Servicer will be obligated to
make an advance (a "P&I Advance") in respect of any delinquent Monthly Payment
on any Asset that was due during the related Collection Period that will, in
the Servicer's judgment, be recoverable from late payments on or
</TABLE>
S-4
<PAGE>
<TABLE>
<S> <C>
Liquidation Proceeds from such Asset. The Servicer will also be obligated to
make advances ("Servicing Advances" and, together with P&I Advances,
"Advances") in respect of Liquidation Expenses and certain taxes and insurance
premiums not paid by an Obligor on a timely basis, to the extent the Servicer
deems such Servicing Advances recoverable out of Liquidation Proceeds from or
from collections on the related Asset. P&I Advances and Servicing Advances are
reimbursable to the Servicer as described herein under "Servicing of the
Assets -- Advances." [In addition, the Servicer is obligated under certain
circumstances to pay Compensating Interest with respect to any Asset that
prepays on a date other than on a Due Date for such Asset.] See "Servicing of
the Assets" herein.
As Servicer, Oakwood will be entitled to (1) a monthly fee with respect to
each Asset (the "Servicing Fee") in respect of each Collection Period equal to
1.00% per annum (the "Servicing Fee Rate") multiplied by the Scheduled
Principal Balance of such Asset at the beginning of such Collection Period
(without taking into account any Principal Prepayments, Net Liquidation
Proceeds or Repurchase Prices received (or Realized Losses incurred) during
the related Prepayment Period) and (2) other additional servicing compensation
described herein. See "Servicing of the Assets -- Servicing Compensation and
Payment of Expenses" herein and "Sale and Servicing of Contracts and Mortgage
Loans" in the Prospectus.
TRUSTEE...................................... PNC Bank, National Association.
MORTGAGE LOAN FILE CUSTODIAN................. PNC Mortgage Bank, National Association, an affiliate of the Trustee, will
serve as custodian of the Mortgage Loan Files on behalf of the Trustee and the
Certificateholders (the "Custodian").
CUT-OFF DATE................................. June 1, 1997.
DISTRIBUTION DATES........................... The 15th day of each month (or if such 15th day is not a business day, the
next succeeding business day), commencing in July 1997.
RECORD DATES................................. With respect to each Distribution Date, the close of business on the last
business day of the month preceding the month in which such Distribution Date
occurs (each, a "Record Date").
COLLECTION PERIOD............................ With respect to each Distribution Date, the period commencing on the second
day of the month preceding the month in which the Distribution Date occurs and
ending at the close of business on the first day of the month in which the
Distribution Date occurs (each, a "Collection Period").
INTEREST ACCRUAL PERIOD...................... With respect to each Distribution Date (i) for the Class A-1 Certificates, the
period commencing on the 15th day of the preceding month through the 14th day
of the month in which such Distribution Date is deemed to occur (except that
the first Interest Accrual Period for the Class A-1 Certificates will be the
period from the Closing Date through July 14, 1997) and (ii) for the Class A-
2, Class A-3, Class A-4, Class A-5, Class M and Class B Certificates, the
calendar month preceding the month in which the Distribution Date occurs
(each, an "Interest Accrual Period").
PREPAYMENT PERIOD............................ With respect to each Distribution Date, the calendar month preceding the month
in which the Distribution Date occurs (each, a "Prepayment Period").
WEIGHTED AVERAGE NET ASSET RATE.............. With respect to each Distribution Date, a rate equal to (i) the weighted
average of the Asset Rates applicable to the scheduled Monthly Payments that
were due in the related Collection Period on outstanding Assets less (ii) the
Servicing Fee Rate.
AGREEMENT.................................... The Pooling and Servicing Agreement, dated as of June 1, 1997 (the "Series
Agreement"), by and among the Company, the Servicer and PNC Bank, National
Association, as trustee (the "Trustee"), which incorporates by reference the
Company's Standard Terms to Pooling and Servicing Agreement (March 1997
Edition) (the "Standard Terms" and, together with the Series Agreement, the
"Agreement").
THE ASSETS................................... The Trust will consist of (1) manufactured housing installment sales contracts
(collectively, the "Contracts") secured by security interests in manufactured
homes, as defined herein (the "Manufactured Homes"), and, with respect to
certain of the Contracts ("Land Secured Contracts"), secured by liens on the
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
real estate on which the related Manufactured Homes are located, and (2)
mortgage loans secured by first liens on the real estate to which the related
Manufactured Homes are deemed permanently affixed (the "Mortgage Loans," and
collectively, the "Assets"). The Asset Pool consists of Assets having an
aggregate Scheduled Principal Balance as of the Cut-off Date of approximately
$ . Approximately % of the Asset Pool is comprised of Assets
that are Mortgage Loans. Each of the Assets was funded at origination by DFC,
and either (1) was originated in the name of DFC or (2) was originated in the
name of Oakwood, as agent of DFC, and assigned to DFC after its origination.
Wherever reference is made herein to a percentage of the Assets or a weighted
average statistic relating to the Assets, the percentage or weighted average
statistic is calculated based on the Scheduled Principal Balances of the
Assets as of the Cut-off Date.
As of the Cut-off Date, the Assets were secured by Manufactured Homes or
Mortgaged Properties (or Real Properties, in the case of Land Secured
Contracts) located in states, and approximately % and % of the
Assets were secured by Manufactured Homes or Mortgaged Properties (or Real
Properties, in the case of Land Secured Contracts) located in North Carolina
and Texas, respectively (based on the mailing addresses of the Obligors on the
Assets as of the Cut-off Date). The Assets have been selected by Oakwood from
Oakwood's portfolio of manufactured housing installment sale contracts and
residential mortgage loans on the basis of the criteria specified in the
Agreement. Monthly Payments of principal and interest on the Assets will be
due in most cases on the first day of each month (and in other cases on
various days throughout each Collection Period, as defined herein) (each a
"Due Date"). The annual percentage rates ("APRs" or "Asset Rates") on the
Assets ranged from % to %, with a weighted average of approximately
%, as of the Cut-off Date. The Assets had remaining terms to stated
maturity as of the Cut-off Date of at least 10 months but not more than 360
months and original terms to stated maturity of at least 12 months but not
more than 360 months. As of the Cut-off Date, the Assets had a weighted
average original term to stated maturity of approximately months, and a
weighted average remaining term to stated maturity of approximately months.
See "The Asset Pool" herein.
The Agreement requires the Servicer to maintain or cause to be maintained
standard hazard insurance coverage with respect to each Manufactured Home and
Mortgaged Property in an amount at least equal to the lesser of its maximum
insurable value or the remaining principal balance of the related Asset. The
standard hazard insurance policies, at a minimum, are required to provide fire
and extended coverage on terms and conditions customary in manufactured
housing hazard insurance policies, with customary deductible amounts. See "The
Trusts -- Insurance -- Hazard Insurance -- Standard Hazard Insurance Policies"
in the Prospectus for a more complete description of such standard hazard
insurance policies. No other insurance policies or guarantees will be provided
with respect to any Asset or the Asset Pool.
DFC has included in this securitization transaction all of the installment
sales contracts and mortgage loans that it owned as of the Cut-off Date as to
which it had the necessary information and as to which it can make the
representations and warranties required by the Sales Agreement and the Rating
Agencies.
ADDITIONAL INFORMATION....................... On each Distribution Date, investors may contact the Trustee's corporate trust
office by telephone to ascertain the Certificate Principal Balance of each
Class of Offered Certificates and the then current Pass-Through Rate
applicable to each Class of the Offered Certificates. As of the date of this
Prospectus Supplement, the telephone number maintained by the Trustee for the
purpose of reporting this information is (800) 685-7974. The Company will file
a Current Report on Form 8-K with the Securities and Exchange Commission
within 15 days following the Closing Date. This Current Report on Form 8-K
will specify the initial principal amount of each Class of the Certificates.
</TABLE>
S-6
<PAGE>
<TABLE>
<S> <C>
DISTRIBUTIONS................................ The "Available Distribution" for a Distribution Date will include (1)(a)
Monthly Payments of principal and interest due on the Assets during the
related Collection Period, to the extent such payments were actually collected
from the Obligors or advanced by the Servicer and (b) unscheduled payments
received with respect to the Assets during the related Prepayment Period,
including Principal Prepayments, proceeds of repurchases, Net Liquidation
Proceeds and net Insurance Proceeds, less (2)(a) if Oakwood is not the
Servicer, Servicing Fees for the related Collection Period, (b) amounts
required to reimburse the Servicer for previously unreimbursed Advances in
accordance with the Agreement, (c) amounts required to reimburse the Company
or the Servicer for certain reimbursable expenses in accordance with the
Agreement and (d) amounts required to reimburse any party for an overpayment
of a Repurchase Price for an Asset in accordance with the Agreement.
Distributions will be made on each Distribution Date to holders of record on
the preceding Record Date, except that the final distribution in respect of
the Certificates will only be made upon presentation and surrender of the
Certificates at the office or agency appointed by the Trustee for that
purpose. Distributions on a Class of Certificates will be allocated among the
Certificates of such Class in proportion to their respective Percentage
Interests.
INTEREST................................ On each Distribution Date, holders of each Class of Offered Certificates will
be entitled to receive, to the extent of the Available Distribution (and, in
the case of the Class M and Class B-1 Certificates, to the extent of any Class
M Liquidity Account Draw Amount or Class B-1 Liquidity Account Draw Amount,
respectively) as described below, (1) interest accrued on such Class during
the related Interest Accrual Period at the then-applicable Pass-Through Rate
on the Certificate Principal Balance of such Class, with respect to the Senior
Certificates, and on the Adjusted Certificate Principal Balance (as defined
herein) of such Class, with respect to the Offered Subordinated Certificates,
immediately prior to that Distribution Date (the "Interest Distribution
Amount" for such Class), plus (2) any amounts distributable as Interest
Distribution Amounts on such Class on any previous Distribution Date but not
previously distributed, plus interest on any such amount at the Pass-Through
Rate in effect for such Class from the end of the Interest Accrual Period
relating to the Distribution Date on which such amount first became due
through the end of the Interest Accrual Period for the current Distribution
Date, to the extent not previously distributed (in the aggregate, the
"Carryover Interest Amount" for such Class and Distribution Date). Interest on
the Class A-1 Certificates will be calculated on the basis of a 360-day year
and the actual number of days elapsed in the applicable Interest Accrual
Period. Interest on the Offered Certificates (other than the Class A-1
Certificates) will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Distributions of interest on the Certificates (other
than the Class A-1 Certificates) will include interest accrued through the
last day of the month preceding the month in which the applicable Distribution
Date occurs. See "Description of the Offered Certificates -- Distributions --
Interest" herein. In addition, on each Distribution Date, the holders of Class
M and Class B-1 Certificates will be entitled to receive, to the extent of the
Available Distribution and on a subordinated basis as described below under
" -- Priority of Distributions" (and, in the case of the Class M and Class B-1
Certificates, to the extent of any Class M Liquidity Account Draw Amount or
Class B-1 Liquidity Account Draw Amount, respectively), interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
on any related Writedown Amount (the "Writedown Interest Amount" for such
Class and Distribution Date), plus any Writedown Interest Amounts
distributable on such Class on previous Distribution Dates but not previously
distributed (the "Carryover Writedown Interest Amount" for such Class and
Distribution Date).
</TABLE>
S-7
<PAGE>
<TABLE>
<S> <C>
PRINCIPAL............................... The "Principal Distribution Amount" for any Distribution Date will equal the
sum of the following amounts: (1) the sum of the principal components of all
Monthly Payments scheduled to be made on the Due Date occurring during the
related Collection Period on the Assets that were outstanding at the opening
of business on such Due Date (regardless of whether such Monthly Payments were
received by the Servicer from the related Obligors), not including any Monthly
Payments due on Liquidated Loans or repurchased Assets; (2) the sum of the
amounts of all Principal Prepayments received by the Servicer on the Assets
during the related Prepayment Period; (3) with respect to any Asset that
became a Liquidated Loan during the related Prepayment Period, the Scheduled
Principal Balance thereof on the date of liquidation thereof (determined
without giving effect to such liquidation); and (4) with respect to any Asset
that was purchased or repurchased by the Servicer, DFC or the Company pursuant
to the Agreement during the related Prepayment Period, the Scheduled Principal
Balance thereof on the date of purchase or repurchase thereof (determined
without giving effect to such purchase or repurchase). The "Principal
Distribution Shortfall Carryover Amount" for any Distribution Date will be,
with respect to 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.
The "Certificate Principal Balance" of each Class of Certificates is its
original aggregate principal amount reduced by all distributions on such Class
in reduction of its Certificate Principal Balance. The "Class A/M Percentage"
for a Distribution Date will generally be the percentage derived from the
fraction (which shall not be greater than 1), the numerator of which is the
sum of the Class A Principal Balance and the Class M Principal Balance
immediately prior to such Distribution Date and the denominator of which is
the sum of the Class A Principal Balance, the Class M Principal Balance and
the Class B Principal Balance, each immediately prior to such Distribution
Date; PROVIDED, HOWEVER, that if (z) the percentage derived from the fraction
(which shall not be greater than 1), the numerator of which is the Class B
Principal Balance immediately prior to such Distribution Date and the
denominator of which is the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance, each immediately prior to
such Distribution Date, is greater than (y) the percentage derived from the
fraction (which shall not be greater than 1), the numerator of which is the
Class B Principal Balance immediately prior to such Distribution Date less the
Class B-2 Floor Amount for such Distribution Date, and the denominator of
which is the Principal Distribution Amount for such Distribution Date, then
the Class A/M Percentage for such Distribution Date shall equal the lesser of
(x) the percentage derived from the fraction (which shall not be greater than
1), the numerator of which is the sum of the Class A Principal Balance, and
the Class M Principal Balance immediately prior to such Distribution Date and
the denominator of which is the Principal Distribution Amount for such
Distribution Date, and (w) 100% less the percentage derived from the fraction
(which shall not be greater than 1), the numerator of which is the Class B
Principal Balance immediately prior to such Distribution Date less the Class
B-2 Floor Amount, for such Distribution Date, and the denominator of which is
the Principal Distribution Amount for such Distribution Date. The "Class B
Percentage" will be 100% less the Class A/M Percentage.
On each Distribution Date, the "Adjusted Certificate Principal Balance" of
each Class of Offered Subordinated Certificates is its Certificate Principal
Balance reduced by all Writedown Amounts allocated to such Class.
The "Class A Principal Balance", "Class M Principal Balance" and "Class B
Principal Balance" will be based on the Certificate Principal Balance of the
Senior Certificates and the Adjusted Certificate Principal Balance of the
Subordinated Certificates.
</TABLE>
S-8
<PAGE>
<TABLE>
<S> <C>
PRIORITY OF DISTRIBUTIONS............... On each Distribution Date the Available Distribution will be distributed in
the following amounts and in the following order of priority:
(1) first, concurrently, to each Class of Senior Certificates, (a) first, its
Interest Distribution Amount for such Distribution Date, with the
Available Distribution being allocated among such Classes pro rata based
on their respective Interest Distribution Amounts, and (b) second, the
related Carryover Interest Amount for such Distribution Date, if any,
allocated first to pay all interest accrued and unpaid on overdue
Interest Distribution Amounts and then to pay such overdue Interest
Distribution Amounts, in each case with the Available Distribution being
allocated among the Classes of Senior Certificates pro rata based on
their respective Carryover Interest Amounts;
(2) second, to the Class M Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any
related Carryover Interest Amount for such Distribution Date, allocated
first to pay all interest accrued and unpaid on overdue Interest
Distribution Amounts and then to pay such overdue Interest Distribution
Amounts;
(3) third, to the Class B-1 Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any
related Carryover Interest Amount for such Distribution Date, allocated
first to pay all interest accrued and unpaid on overdue Interest
Distribution Amounts and then to pay such overdue Interest Distribution
Amounts;
(4) fourth, to the Class B-2 Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any
related Carryover Interest Amount for such Distribution Date, allocated
first to pay all interest accrued and unpaid on overdue Interest
Distribution Amounts and then to pay such overdue Interest Distribution
Amounts;
(5) fifth, concurrently, to each Class of Senior Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Senior
Certificates, if any, for such Distribution Date, allocated among the
Senior Certificates pro rata based on their respective Certificate
Principal Balances;
(6) sixth, to the Senior Certificates, (a) if the Class B Cross-over Date has
not yet occurred or if the Class B Principal Distribution Tests are not
met for such Distribution Date, the Principal Distribution Amount, or (b)
if the Class B Cross-over Date has occurred and the Class B Principal
Distribution Tests are met for such Distribution Date, the Class A/M
Percentage of the Principal Distribution Amount, in either case allocated
in the following sequential order:
(i) first, to the Class A-1 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero;
(ii) second, to the Class A-2 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero;
(iii) third, to the Class A-3 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero;
(iv) fourth, to the Class A-4 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero; and
(v) fifth, to the Class A-5 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero;
PROVIDED HOWEVER, that on any Distribution Date on which the Pool Scheduled
Principal Balance is less than the aggregate Certificate Principal Balance of
the Senior Certificates, immediately prior to such
</TABLE>
S-9
<PAGE>
<TABLE>
<S> <C>
Distribution Date, the Principal Distribution Amount or applicable percentage
thereof will be allocated among the Senior Certificates pro rata based upon
their respective Certificate Principal Balances;
(7) seventh, to the Class M Certificates, (a) first, any related Writedown
Interest Amount for such Distribution Date, and (b) second, any related
Carryover Writedown Interest Amount for such Distribution Date;
(8) eighth, to the Class M Certificates, the related Principal Distribution
Shortfall Carryover Amount for the Class M Certificates, if any, for such
Distribution Date;
(9) ninth, to the Class M Certificates, (a) if the Class B Cross-over Date
has not yet occurred or if the Class B Principal Distribution Tests are not
met for such Distribution Date, the Principal Distribution Amount, or (b)
if the Class B Cross-over Date has occurred and the Class B Principal
Distribution Tests are met for such Distribution Date, the Class A/M
Percentage of the Principal Distribution Amount (in the case of (a) or
(b), less the portion thereof, if any, allocated pursuant to clause (6)
above on such Distribution Date);
(10) tenth, to the Class B-1 Certificates, (a) first, any related Writedown
Interest Amount for such Distribution Date, and (b) second, any related
Carryover Writedown Interest Amount for such Distribution Date;
(11) eleventh, 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;
(12) twelfth, to the Class B-1 Certificates, the percentage equivalent of the
fraction (which shall not be greater than 1), the numerator of which is
the Class B-1 Principal Balance and the denominator of which is the Class
B Principal Balance of (a) if the Class B Cross-over Date has occurred
and the Class B Principal Distribution Tests are met for such
Distribution Date, the Class B Percentage of the Principal Distribution
Amount; or (b) if the Class M Certificate Principal Balance has been or
is reduced to zero on or before such Distribution Date, the entire
Principal Distribution Amount (in the case of (a) or (b), less the
portion thereof, if any, allocated pursuant to clauses (6) or (9) above
on such Distribution.
(13) thirteenth, to the Class B-2 Certificates, (a) first, any related
Writedown Interest Amount for such Distribution Date, and (b) second, any
related Carryover Writedown Interest Amount for such Distribution Date;
(14) fourteenth, 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;
(15) fifteenth, to the Class B-2 Certificates, the remaining Principal
Distribution Amount, if any, after all principal allocations pursuant to
clauses (6), (9) and (12) above have been made on such Distribution Date;
PROVIDED, HOWEVER, if the Class M Certificate Principal Balance has not
been reduced to zero on or prior to such Distribution Date, then amounts
distributable pursuant to this clause (15) shall be allocated first to
the Class B-1 Certificates and then to the Class M Certificates to the
extent that allocation of such amounts to the Class B-2 Certificates
would reduce the Class B-2 Certificate Principal Balance below the Class
B-2 Floor Amount;
(16) sixteenth, to the Class M Liquidity Account, the Class B-1 Liquidity
Account and the Class B-2 Liquidity Account in the following sequential
order:
(i) to the Class M Liquidity Account until the amount on deposit therein
equals the Class M Liquidity Account Required Amount;
</TABLE>
S-10
<PAGE>
<TABLE>
<S> <C>
(ii) to the Class B-1 Liquidity Account until the amount on deposit therein
equals the Class B-1 Liquidity Account Required Amount; and
(iii) to the Class B-2 Liquidity Account until the amount on deposit therein
equals the Class B-2 Liquidity Account Required Amount;
(17) seventeenth, if Oakwood is the Servicer, to the Servicer in the following
sequential order:
(i) the Servicing Fee with respect to such Distribution Date; and
(ii) any Servicing Fees from previous Distribution Dates remaining unpaid;
(18) eighteenth, to the Class X Certificates in the following sequential
order:
(i) the current Class X Strip Amount; and
(ii) any Class X Strip Amounts from previous Distribution Dates remaining
unpaid; and
(19) finally, any remainder to the Class R Certificates.
In the event that the Available Distribution is insufficient to permit a full
distribution on the Class M Certificates of the amounts specified in clauses
(2) and (7) above, the holders of the Class M Certificates will be entitled to
receive such amounts from funds on deposit in the Class M Liquidity Account,
to the extent of such funds. See " -- Liquidity Accounts" below.
The "Class B Cross-over Date" will be the later to occur of (1) the
Distribution Date occurring in January 2002 or (2) the first Distribution Date
on which the Class B Percentage equals or exceeds 1.75 times the initial Class
B Percentage. The "Class B Principal Distribution Tests" on each Distribution
Date relate to losses and delinquencies on the Assets, and are described under
"Description of the Offered Certificates -- Distributions -- Priority of
Distributions" herein.
With respect to any Distribution Date the "Class B-2 Floor Amount" will mean
(a) % of the aggregate principal balance of the Assets as of the Cut-off
Date, if the Class M Certificate Principal Balance has not been reduced to
zero immediately prior to such Distribution Date, and (b) zero, if the Class M
Certificate Principal Balance has been reduced to zero immediately prior to
such Distribution Date.
ALLOCATION OF WRITEDOWN AMOUNTS.............. The "Writedown Amount" for any Distribution Date will be the amount, if any,
by which the aggregate Certificate Principal Balance of all Certificates
exceeds the Pool Scheduled Principal Balance of the Assets for the immediately
preceding Distribution Date after taking into account all distributions to be
made on such Distribution Date. The Writedown Amount will be allocated among
the Classes of Offered Subordinated Certificates in the following order of
priority:
(1) first, to the Class B-2 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero;
(2) second, to the Class B-1 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero; and
(3) third, to the Class M Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero.
EFFECT OF PRIORITY SEQUENCE OF PRINCIPAL
DISTRIBUTIONS.............................. The distribution of Principal Distribution Amounts in the priorities described
above under " -- Distributions -- Priority of Distributions" will have the
effect of accelerating the amortization of the Senior Certificates, and Class
M Certificates and delaying the amortization of the Class B Certificates, from
</TABLE>
S-11
<PAGE>
<TABLE>
<S> <C>
what would otherwise be the case without such prioritization, thereby
increasing the interest in the Trust evidenced by the Class B Certificates.
Increasing the interest of the Class B Certificates relative to that of the
Senior Certificates and the Class M Certificates is intended to preserve the
availability to the Senior Certificates and the Class M Certificates on each
Distribution Date of the subordination provided by the Class B Certificates.
See "Description of the Offered Certificates" herein.
LIQUIDITY ACCOUNTS........................... On the Closing Date, liquidity accounts will be established as part of the
Trust Estate, including: (i) a liquidity account for the exclusive benefit of
the Class M Certificateholders (the "Class M Liquidity Account") and (ii) a
liquidity account for the exclusive benefit of the Class B-1
Certificateholders (the "Class B-1 Liquidity Account").
The Class M Liquidity Account will be funded by the portion of the Available
Distribution remaining on any Distribution Date after the distribution of all
amounts described in clauses (1) through (16)(i) above under
" -- Distributions -- Priority of Distributions" for such Distribution Date
until the amount on deposit in the Class M Liquidity Account equals three
months of interest at the Class M Pass-Through Rate on the Class M Adjusted
Certificate Principal Balance after giving effect to principal distributions
on such Distribution Date (the "Class M Liquidity Account Required Amount").
On each Distribution Date a withdrawal will be made from the Class M Liquidity
Account, if necessary, in the amount (the "Class M Liquidity Account Draw
Amount") equal to the lesser of (1) the amount then on deposit in the Class M
Liquidity Account and (2) the sum of Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Interest Amounts and Carryover Writedown Interest
Amounts due on the Class M Certificates that will not be distributed out of
the Available Distribution on such Distribution Date. A Class M Liquidity
Account Draw Amount will be applied in accordance with clauses (2) and (7)
under " -- Distributions -- Priority of Distributions" above. See "Description
of the Offered Certificates -- Liquidity Accounts" herein.
The Class B-1 Liquidity Account will be funded by the portion of the Available
Distribution remaining on any Distribution Date after the distribution of all
amounts described in clauses (1) through (16)(ii) above under
" -- Distributions -- Priority of Distributions" for such Distribution Date
until the amount on deposit in the Class B-1 Liquidity Account equals three
months of interest at the Class B-1 Pass-Through Rate on the Class B-1
Adjusted Certificate Principal Balance after giving effect to principal
distributions on such Distribution Date (the "Class B-1 Liquidity Account
Required Amount"). On each Distribution Date a withdrawal will be made from
the Class B-1 Liquidity Account, if necessary, in the amount (the "Class B-1
Liquidity Account Draw Amount") equal to the lesser of (1) the amount then on
deposit in the Class B-1 Liquidity Account and (2) the sum of Interest
Distribution Amounts, Carryover Interest Amounts, Writedown Interest Amounts
and Carryover Writedown Interest Amounts due on the Class B-1 Certificates
that will not be distributed out of the Available Distribution on such
Distribution Date. A Class B-1 Liquidity Account Draw Amount will be applied
in accordance with clauses (3) and (10) under " -- Distributions -- Priority
of Distributions" above. See "Description of the Offered
Certificates -- Liquidity Account" herein.
REALIZED LOSSES ON LIQUIDATED LOANS.......... The Principal Distribution Amount for any Distribution Date is intended to
include the Scheduled Principal Balance of each Asset that became a Liquidated
Loan during the related Prepayment Period. A Realized Loss will be incurred on
a Liquidated Loan in the amount, if any, by which the Net Liquidation Proceeds
from such Liquidated Loan are less than the Unpaid
</TABLE>
S-12
<PAGE>
<TABLE>
<S> <C>
Principal Balance of such Liquidated Loan, plus accrued and unpaid interest
thereon, plus amounts reimbursable to the Servicer for previously unreimbursed
Servicing Advances. To the extent that the amount of the Realized Loss is not
covered by interest collected on the nondefaulted Assets in excess of certain
Interest Distribution Amounts and Carryover Interest Amounts required to be
distributed on the Senior, Class M and Class B Certificates and any portion of
such interest required to be paid to a Servicer other than Oakwood as
servicing compensation ("Excess Interest"), the amount of such Realized Loss
will be allocated to the Offered Subordinated Certificates as a Writedown
Amount in reduction of their Adjusted Certificate Principal Balances, as
described under " -- Allocation of Writedown Amounts" above.
PREPAYMENT CONSIDERATIONS AND RISKS.......... In general, the Assets may be prepaid at any time without penalty and,
accordingly, the rate of principal payments thereon is likely to vary
considerably from time to time. Any of the Offered Certificates may be sold at
a discount from their principal amounts. A slower than anticipated rate of
principal payments on the Assets is likely to result in a lower than
anticipated yield on the Offered Certificates that are sold at a discount from
their principal amounts. See "Maturity and Prepayment Considerations" and
"Yield on the Offered Certificates" herein and "Yield Considerations" and
"Maturity and Prepayment Considerations" in the Prospectus.
SECURITY INTERESTS AND OTHER ASPECTS OF THE
ASSETS..................................... DFC will assign to the Company the first mortgage liens on Mortgaged
Properties securing the Mortgage Loans, and the security interests created by
the Contracts in the related Manufactured Homes (and, in the case of the Land
Secured Contracts, the liens on the Real Properties on which the related
Manufactured Homes are located), and the Company will assign such security
interests and liens to the Trustee. DFC will not deliver any assignments in
recordable form for the mortgages or deeds of trust (each, a "Mortgage")
evidencing the liens on Real Properties that secure the Land Secured
Contracts, although it will deliver an assignment in recordable form with
respect to each of the Mortgage Loans. However, DFC will deliver to the
Trustee a power of attorney authorizing the Trustee to prepare, execute and
record assignments of Mortgages securing the Land Secured Contracts, in the
event that the recordation of such assignments becomes necessary to foreclose
upon any related Real Property. In some states, in the absence of the
recordation of such an assignment to the Trustee of the Mortgage securing a
Land Secured Contract or a Mortgage Loan, the assignment of the Mortgage to
the Trustee may not be effective against creditors of or purchasers from DFC,
or the Company or a trustee in bankruptcy of either. See "Risk Factors -- 3.
Certificateholders May Realize Loss If the Servicer Is Unable to Realize on
Assets Because of Provisions of Applicable State Law" in the Prospectus.
Under the laws of most states, Manufactured Homes constitute personal
property, and perfection of a security interest in a Manufactured Home is
obtained, depending on applicable state law, by noting the security interest
on the certificate of title for the Manufactured Home, by delivery of certain
required documents and payment of a fee to the appropriate state motor vehicle
authority to re-register the home, by filing a financing statement under the
Uniform Commercial Code ("UCC") or, in some states, through a combination of
the aforementioned methods. Neither DFC nor the Company will be required to
cause notations to be made on any document of title relating to any
Manufactured Home or to take any other steps to re-register the Manufactured
Home in the name of the Trustee with the appropriate state motor vehicle
authority, to deliver any such document of title to the Trustee or to execute
any transfer instrument (be it a UCC-3 assignment or other
</TABLE>
S-13
<PAGE>
<TABLE>
<S> <C>
form) relating to any Manufactured Home (other than a notation or a transfer
instrument necessary to show DFC itself as the lienholder or legal
titleholder). Consequently, as to the Contracts secured by Manufactured Homes
located in certain states, it is unclear whether the security interests
created by the Contracts in the Manufactured Homes will be effectively
transferred to the Trustee or perfected in the Trustee, and it is thus unclear
whether the assignment of a security interest created by a Contract in the
related Manufactured Home will be effective against creditors of the Company
or DFC or a trustee in bankruptcy of the Company or Oakwood. See "Risk
Factors -- 3. Certificateholders May Realize Loss If the Servicer Is Unable to
Realize on Assets Because of Provisions of Applicable State Law" in the
Prospectus.
To the extent DFC security interests in the Manufactured Homes are effectively
transferred to the Trustee and are perfected in the Trustee, the Trustee would
have a prior claim over creditors of DFC and the Company, subsequent
purchasers of the Manufactured Homes and holders of security interests in the
Manufactured Homes perfected after perfection of the Trustee's security
interest. Even if the Trustee's security interest in a Manufactured Home is
perfected, however, if a Manufactured Home were relocated across state lines
without reperfection of the security interest in the Trustee, or if the
Manufactured Home were to become attached to its site and a court were to
determine that the security interest was subject to real estate title and
recording laws, or as a result of fraud or negligence, the Trustee could lose
its prior perfected security interest in the Manufactured Home. See "Certain
Legal Aspects of Contracts and Mortgage Loans -- The Contracts -- Security
Interests in the Manufactured Homes" in the Prospectus.
Federal and state consumer protection laws impose requirements upon creditors
in connection with extensions of credit and collections on installment sales
contracts, and certain of these laws make an assignee of such a contract, such
as the Trust, liable to the obligor thereon for any violation by the lender.
DFC is obligated, subject to certain conditions described herein under "The
Asset Pool -- Conveyance of Assets" to repurchase or, under certain limited
circumstances, to substitute a Qualified Substitute Asset for, any Contract as
to which it has failed to perfect its security interest in the Manufactured
Home securing such Contract, or as to which a breach of federal or state laws
exists, if such failure to perfect or breach of law materially and adversely
affects the Trustee's interest in the Contract as described in the Agreement,
unless such failure or breach has been cured within 90 days after DFC's
discovery of or receipt of notice of such failure or breach. See "Certain
Legal Aspects of Contracts and Mortgage Loans" in the Prospectus.
FINAL SCHEDULED DISTRIBUTION DATE............ The Final Scheduled Distribution Date for each Class of the Certificates will
be the [September 2027] Distribution Date. The Final Scheduled Distribution
Date has been determined by adding three months to the maturity date of the
Asset with the latest stated maturity. Because the rate of distributions in
reduction of the Certificate Principal Balances of the Offered Certificates
will depend on the rate of amortization of the Assets (including amortization
due to prepayments and defaults), the actual final distribution on any Class
of Offered Certificates could occur significantly earlier than the Final
Scheduled Distribution Date. The rate of payments on the Assets will depend on
their particular characteristics, as well as on interest rates prevailing from
time to time and other economic factors, and no assurance can be given as to
the actual payment or default experience of the Assets.
</TABLE>
S-14
<PAGE>
<TABLE>
<S> <C>
OPTIONAL AND MANDATORY TERMINATION........... Either the Servicer or the holders of a majority in interest of the Class R
Certificates (the "Residual Majority"), at their respective options and
subject to the limitations imposed by the Agreement, may terminate the Trust
by purchasing all Assets, Repo Properties and REO Properties remaining in the
Trust on any Distribution Date occurring on or after the Distribution Date on
which the sum of the Certificate Principal Balance of the Certificates is less
than 10% of the sum of the original Certificate Principal Balance of the
Certificates. The Trust also may be terminated (and the Certificates retired)
on any Distribution Date upon the Servicer's determination, based on an
opinion of counsel, that the REMIC status of either the Pooling REMIC or the
Issuing REMIC, each as described herein under " -- Federal Income Tax
Consequences," has been lost or that a substantial risk exists that such
status will be lost for the then current taxable year.
If neither the Servicer nor the Residual Majority exercises its optional
termination right within 90 days after it first becomes eligible to do so, the
Trustee shall solicit bids for the purchase of all Assets, REO Properties and
Repo Properties remaining in the Trust. The Trustee shall sell such Assets,
REO Properties and Repo Properties only if the net proceeds to the Trust from
such sale would at least equal the Termination Price, and the net proceeds
from such sale will be distributed as set forth in the succeeding paragraph.
If the net proceeds from such sale would not at least equal the Termination
Price, the Trustee shall decline to sell the Assets, REO Properties and Repo
Properties, and shall not be under any obligation to solicit any further bids
or otherwise negotiate any further sale of the Assets, REO Properties and Repo
Properties. See "The Trust -- Optional and Mandatory Termination" herein.
On the date of any termination of the Trust, the Termination Price shall be
distributed (1) first to the Servicer to reimburse it for all previously
unreimbursed Liquidation Expenses paid and Advances made by, and not
previously reimbursed to, the Servicer with respect to the Assets and (2)
second to the Certificateholders and the Servicer in accordance with the
distribution priorities set forth under " -- Distributions -- Priority of
Distributions" above. The Termination Price shall be deemed to be a Principal
Prepayment in full, together with related interest, received during the
related Prepayment Period for purposes of determining the allocation of such
distributions. Upon the termination of the Trust and payment of all amounts
due on the Certificates and all administrative expenses associated with the
Trust, any remaining assets of the REMICs shall be sold and the proceeds
distributed pro rata to the holders of the Class R Certificates. See "The
Trust -- Optional and Mandatory Termination" herein and "Description of the
Certificates -- Optional Redemption or Termination" in the Prospectus.
FEDERAL INCOME TAX CONSEQUENCES.............. An election will be made to treat the Assets and certain other assets of the
Trust as a REMIC for federal income tax purposes (the "Pooling REMIC"). An
election also will be made to treat the "regular interests" in the Pooling
REMIC and certain other assets of the Trust as another REMIC for federal
income tax purposes (the "Issuing REMIC"). The Senior Certificates, the Class
M Certificates, the Class B Certificates and the Class X Certificates will be
designated as "regular interests" in the Issuing REMIC and the Class R
Certificates will represent the beneficial ownership of the "residual
interest" in each of the Pooling REMIC and the Issuing REMIC.
Because the Offered Certificates will be considered REMIC regular interests,
they will be taxable debt obligations under the Code, and interest paid or
accrued on such Certificates, including any original issue discount, will be
taxable to the holders of such Certificates in accordance with the accrual
</TABLE>
S-15
<PAGE>
<TABLE>
<S> <C>
method of accounting, regardless of such Certificateholders' usual methods of
accounting. Each of the Class A-2, Class A-3, Class A-4 and Class A-5
Certificates bears interest at a fixed rate and, therefore, will be issued
with original issue discount only if its stated principal amount exceeds its
issue price. See "Federal Income Tax Consequences -- REMIC Certificates --
Original Issue Discount" in the Prospectus. The Class A-1, Class M, Class B-1
and Class B-2 Certificates constitute Non-VRDI Certificates and, therefore,
will be treated as issued with original issue discount as described in
"Federal Income Tax Consequences -- REMIC Certificates -- Interest Weighted
Certificates and Non-VRDI Certificates" in the Prospectus. The prepayment
assumption that should be used in determining the rate of accrual of original
issue discount, if any, with respect to the Offered Certificates is 160% MHP.
However, no representation is made herein as to the rate at which prepayments
actually will occur. See "Maturity and Prepayment Considerations" herein.
For federal income tax purposes, the Offered Certificates generally will be
treated as "qualifying real property loans" for domestic building and loan
associations and mutual savings banks, "regular interests in a REMIC" for
domestic building and loan associations, and "real estate assets" for real
estate investment trusts ("REITs"), subject to the limitations described in
"Federal Income Tax Consequences" in the Prospectus. Similarly, interest on
the Offered Certificates will be considered "interest on obligations secured
by mortgages on real property" for REITs, subject to the limitations described
in "Federal Income Tax Consequences" in the Prospectus.
RATINGS...................................... It is a condition to the issuance of the Certificates that (i) the Senior
Certificates be rated "AAA" by Fitch Investors Service, L.P. ("Fitch") and
"Aaa" by Moody's Investors Service, Inc. ("Moody's" and, together with Fitch,
the "Rating Agencies"), (ii) the Class M Certificates be rated at least "Aa"
by Moody's and "AA-" by Fitch, and (iii) the Class B-1 Certificates be rated
at least "BBB" by Fitch and "Baa2" by Moody's. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating organization.
The Company has not requested a rating of the Offered Certificates from any
rating agency other than Fitch and Moody's. However, there can be no assurance
as to whether any other rating agency will rate the Offered Certificates, or
if one does, what rating would be assigned to the Offered Certificates by such
rating agency.
LEGAL INVESTMENT............................. The Senior Certificates and the Class M Certificates will constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA") for so long as they are rated in one of the two highest
rating categories by one or more nationally recognized statistical rating
organizations. Accordingly, the Senior Certificates and the Class M
Certificates will be legal investments for certain entities to the extent
provided in SMMEA, subject to state laws overriding SMMEA. A number of states
have enacted legislation overriding the legal investment provisions of SMMEA.
The appropriate characterization of the Class B-1 Certificates under various
legal investment restrictions, and thus the ability of investors subject to
these restrictions to purchase the Class B-1 Certificates, is subject to
significant interpretive uncertainties. Accordingly, investors whose
investment authority is subject to legal restrictions should consult their own
legal advisors to determine whether and to what extent the Class B-1
Certificates constitute legal investments for them. THE CLASS B-1 CERTIFICATES
ARE NOT "MORTGAGE RELATED SECURITIES" FOR PURPOSES OF SMMEA BECAUSE SUCH
CERTIFICATES ARE NOT RATED IN ONE OF THE TWO HIGHEST RATING CATEGORIES BY A
NATIONALLY
</TABLE>
S-16
<PAGE>
<TABLE>
<S> <C>
RECOGNIZED RATING AGENCY. See "Legal Investment Considerations" herein and in
the Prospectus.
ERISA CONSIDERATIONS......................... Fiduciaries of employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans, and collective investment funds in which such plans, accounts,
annuities or arrangements are invested, that are subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or corresponding
provisions of the Code (any of the foregoing, a "Plan"), persons acting on
behalf of a Plan, or persons using the assets of a Plan ("Plan Investors")
should consult with their own counsel to determine whether the purchase or
holding of the Offered Certificates could give rise to a transaction that is
prohibited either under ERISA or the Code. Certain prohibited transaction
exemptions may be applicable to the purchase and holding of the Senior
Certificates as described herein. Nevertheless, any Plan Investor
contemplating an investment in the Senior Certificates should note that the
duties and obligations of the Trustee and the Servicer are limited to those
expressly set forth in the Agreement, and such specified duties and
obligations may not comport with or satisfy the provisions of ERISA setting
forth the fiduciary duties of Plan fiduciaries.
BECAUSE THE OFFERED SUBORDINATED 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 OFFERED
SUBORDINATED 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 OFFERED SUBORDINATED CERTIFICATES ARE
OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO PLAN INVESTORS, AND EACH
PURCHASER OF AN OFFERED SUBORDINATED CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF
SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT A PLAN
INVESTOR. SEE "ERISA CONSIDERATIONS" HEREIN AND IN THE PROSPECTUS.
</TABLE>
S-17
<PAGE>
RISK FACTORS
Prospective Certificateholders should consider, among other things, the
following factors and the factors set forth under "Risk Factors" in the
Prospectus in connection with an investment in any of the Offered
Certificates.
1. CERTIFICATEHOLDERS SUBJECT TO LOSS IF RATE OF DELINQUENCIES AND AMOUNT
OF REALIZED LOSSES EXCEED CERTAIN LEVELS. The geographic dispersion of the
Manufactured Homes and Mortgaged Properties, which are heavily concentrated in
South Carolina, Texas and Florida, is set forth herein under "The Asset Pool."
Regardless of its location, manufactured housing generally depreciates in value.
Consequently, the market values of the Manufactured Homes could be or become
lower than the principal balances of the Assets they secure. This depreciation
could exacerbate the negative effects on Certificateholders of defaults on
Assets, because it will result in Realized Losses on Liquidated Loans being more
severe than would have been the case had the value of the underlying
Manufactured Homes not declined. Sufficiently high defaults and Realized Losses
on the Assets will have the effect of reducing, and could eliminate the
protection against loss afforded to the Senior Certificates and the Class M
Certificates by the subordination of the Class B, Class X and Class R
Certificates. If such protection is eliminated, the Senior Certificateholders
and the Class M Certificateholders will bear the risk of losses on the Assets.
See "Description of the Certificates -- Subordination of the Subordinated
Certificates." With respect to the Class B-1 Certificates, sufficiently high
delinquencies and Realized Losses on the Assets will have the effect of
reducing, and could eliminate, the protection against loss afforded by the
amounts otherwise distributable to the Class B-2, Class X and Class R
Certificateholders. If such protection is eliminated, the Class B-1
Certificateholders will bear the risk of losses on the Assets.
Certain statistical information relating to the losses experienced by
Oakwood as servicer upon its liquidation of certain manufactured housing
contracts is set forth herein under "Servicing of the Assets -- Delinquency and
Loan Loss/Repossession Experience." Such statistical information relates only to
certain manufactured housing contracts and residential mortgage loans serviced
by Oakwood during the periods indicated and is included herein only for
illustrative purposes. In particular, such data generally represent Oakwood's
experience servicing installment sales contracts and mortgage loans underwritten
pursuant to Oakwood's underwriting standards, which may differ from DFC's
underwriting standards. Further, such data reflect Oakwood's experience
servicing installment sales contracts and mortgage loans during certain historic
economic conditions that may not reflect future conditions. Accordingly, the
performance of the Assets and Oakwood's servicing experience with respect
thereto may differ materially from Oakwood's historical servicing data presented
herein. There is no assurance that the Assets will have characteristics similar
to those of the manufactured housing contracts and residential mortgage loans to
which such statistical information relates. In addition, the losses experienced
upon the liquidation of manufactured housing contracts historically has been
sharply affected by downturns in regional or local economic conditions. The
Asset Pool consists primarily of Contracts. These regional or local economic
conditions are often volatile. No predictions can be made regarding future
economic losses upon liquidation of any Contract or Mortgage Loan. In light of
the foregoing, no assurance can be given that the losses experienced upon the
liquidation of defaulted Assets will be similar to any statistical information
provided herein under "Servicing of the Assets -- Delinquency and Loan
Loss/Repossession Experience."
2. CERTIFICATEHOLDERS MUST LOOK SOLELY TO THE TRUST ESTATE FOR
DISTRIBUTIONS OF PRINCIPAL AND INTEREST. The Certificates will not represent an
interest in or obligation of the Company or any Servicer (including Oakwood).
The Certificates will not be insured or guaranteed by any government agency or
instrumentality, by any Underwriter or by the Company. The Certificates will be
payable only from amounts collected on or with respect to the Assets (which will
include Obligor payments, P&I Advances, Liquidation Proceeds and proceeds of
Standard Hazard Insurance Policies maintained with respect to the Assets).
3. THERE WILL BE A LIMITED MARKET FOR THE OFFERED CERTIFICATES. There can
be no assurance that a secondary market will develop for the Offered
Certificates or, if it does develop, that it will provide the holders of the
Offered Certificates with liquidity of investment or that it will continue to
exist for the term of the Certificates. In addition, the liquidity of the
Offered Subordinated Certificates may be adversely affected by the restrictions
prohibiting such Classes from being transferred to Plan Investors.
4. THE WEIGHTED AVERAGE LIFE OF THE OFFERED CERTIFICATES IS UNCERTAIN. The
prepayment experience on the Assets will affect the average life of the
Certificates, and will affect the yield to maturity on any Certificates
purchased at a premium over or at a discount from their principal balances. The
amount of Excess Interest (which is available to cover Realized Losses) included
in the Available Distribution on each Distribution Date, as a percentage of the
Pool Scheduled Principal Balance, will decline to the extent that prepayments
are received at a disproportionately high rate on Assets with Asset Rates that
are relatively high in comparison with the Asset Rates on other Assets in the
Asset Pool.
S-18
<PAGE>
Prepayments on the Assets may be influenced by a variety of economic,
geographic, social and other factors, including repossessions, seasoning of the
Assets and interest rates. Other factors affecting prepayment rates on the
Assets include changes in housing needs, job transfers and unemployment. See
"Maturity and Prepayment Considerations" and "Yield on the Offered Certificates"
herein and "Maturity and Prepayment Considerations" in the Prospectus.
5. CREDIT RISK FROM SUBORDINATION OF THE SUBORDINATED CERTIFICATES TO THE
SENIOR CERTIFICATES. As described herein, payments of principal and interest on
the Assets will be available to make distributions on the Subordinated
Certificates only after required distributions have been made on the Senior
Certificates. Further, all Realized Losses on the Assets generally will be
allocated to the Subordinated Certificates prior to being allocated to the
Senior Certificates. Realized Losses on the Assets in excess of the available
credit support will adversely affect the yield on the Certificates.
It is not possible to predict with certainty the timing of the Class B
Cross-over Date or the date, if any, on which the Class A Principal Balance and
the Class M Principal Balance will be reduced to zero, or whether the Class B
Principal Distribution Tests will be met as to any Distribution Date. Prior to
the time that the Certificate Principal Balance of a Class of Senior
Certificates with a lower numerical designation is reduced to zero, the holders
of any Class of Senior Certificates with a higher numerical designation will not
receive any distributions of principal. Likewise, prior to the time that the
Certificate Principal Balance of all Classes of the Senior Certificates is
reduced to zero, the holders of the Class M Certificates will not receive any
distributions of principal. It is not possible to predict the timing of the
occurrence of the Distribution Date, if any, on which the aggregate Certificate
Principal Balance of any Class of the Senior Certificates or the Class M
Certificates will be reduced to zero.
The timing of the occurrence of the Class B Cross-over Date or of the date
on which the Certificate Principal Balance of any Class of the Certificates is
reduced to zero will be affected by the rate of voluntary principal prepayments
in addition to prepayments due to defaults on Assets and the resulting
liquidations of the underlying Manufactured Homes. In addition, the satisfaction
of the Class B Principal Distribution Tests in respect of any Distribution Date
will be dependent on the rate and severity of Realized Losses and delinquencies
on the Assets. See "Description of the Offered Certificates -- Distributions"
herein.
6. THE SERVICER'S ABILITY TO REALIZE ON ASSETS MAY BE LIMITED BY APPLICABLE
STATE LAW. A variety of factors may limit the Servicer's ability to repossess or
foreclose on and liquidate the Manufactured Homes or Mortgaged Properties
securing the Contracts and Mortgage Loans on behalf of the Certificateholders or
may limit the amount realized upon any such liquidation to less than the amount
due under the related Asset. See "Risk Factors -- 3. Certificateholders May
Realize Losses If the Servicer Is Unable to Realize on Assets Because of
Provisions of Applicable State Law " and "Certain Legal Aspects of Contracts and
Mortgage Loans" in the Prospectus.
7. RECHARACTERIZATION OF THE TRANSACTION IN BANKRUPTCY CASES COULD RESULT
IN DELAYS OR ACCELERATION OF DISTRIBUTIONS ON THE OFFERED CERTIFICATES. DFC and
the Company intend that the transfer of the Assets to the Trust constitutes a
sale rather than a pledge of the Assets to secure indebtedness of DFC. However,
if DFC or one of its affiliates were to become a debtor under the federal
bankruptcy code, it is possible that a creditor or trustee-in-bankruptcy of DFC
(or such affiliate), or DFC (or such affiliate) as a debtor-in-possession, may
argue that the sale of the Assets by DFC is a pledge of the Assets rather than a
sale. This position, if argued before or accepted by a court, could result in a
delay in or reduction of distributions to the Certificateholders. In addition,
if an affiliate of DFC were to become insolvent, a creditor, receiver,
conservator or trustee-in-bankruptcy of such affiliate may argue that DFC's
assets should be substantively consolidated into such affiliate's estate. This
position, if argued before or accepted by a court, could similarly result in a
delay in or reduction of distributions to the Certificateholders.
A case (OCTAGON GAS SYSTEMS, INC. V. RIMMER, 995 F.2d 948 (10th Cir.),
CERT. DENIED 114 S. Ct. 554 (1993)) decided by the United States Court of
Appeals for the Tenth Circuit contains language to the effect that accounts sold
by a debtor under Article 9 of the UCC would remain property of the debtor's
bankruptcy estate. Although the Contracts constitute chattel paper under the UCC
rather than accounts, sales of chattel paper are similarly governed by Article 9
of the UCC. If, following a bankruptcy of DFC, a court were to follow the
reasoning of the Tenth Circuit and apply such reasoning to chattel paper, then
delays or reductions in payments of collections on or in respect of the
Contracts could occur. Counsel to DFC has advised DFC that the facts of the
Octagon case are distinguishable from those relating to the sale of the
Contracts from DFC to the Company and that the reasoning of the Octagon case is
inconsistent with precedent and the Uniform Commercial Code.
S-19
<PAGE>
THE ASSET POOL
GENERAL
The Certificates represent in the aggregate the entire beneficial ownership
interest in a Trust consisting primarily of the Assets. The Trust will be
established pursuant to a pooling and servicing agreement dated as of June 1,
1997 (together with the Standard Terms thereto (March 1997 Edition), the
"Agreement"), among the Company, the Servicer and PNC Bank, National
Association, as trustee (the "Trustee"). The Company will acquire the Assets
from DFC pursuant to the Sales Agreement. DFC funded the origination of each
Asset. Each Asset was originated in DFC's name or was originated in the name of
another manufactured housing dealer and was assigned to DFC immediately after
its origination, in any case in the ordinary course of business of DFC and any
other named originator. Each Asset is either an installment sales contract
secured by a unit of manufactured housing (manufactured housing installment
sales contracts are referred to herein as "manufactured housing contracts" or
"contracts"), or a residential mortgage loan secured by a lien on the real
estate on which the related Manufactured Home is deemed permanently affixed (a
"Mortgaged Property"). A description of DFC's general practice with respect to
the origination or purchase of manufactured housing contracts and mortgage loans
is set forth in the Prospectus under "Underwriting Policies."
Under the Agreement, the manufactured homes securing the Assets (the
"Manufactured Homes") are required to comply with the requirements of certain
federal statutes. These statutes generally require the Manufactured Homes to
have a minimum of 400 square feet of living space and a minimum width of 102
inches and to be of a kind customarily used at a fixed location. Such statutes
also require the Manufactured Homes to be transportable in one or more sections,
and to be built on a permanent chassis and designed to be used as dwellings,
with or without permanent foundations, when connected to the required utilities.
The Manufactured Homes include the plumbing, heating, air conditioning and
electrical systems contained therein. DFC's management estimates that in excess
of 90% of the Manufactured Homes are used as primary residences by the Obligors
under the Assets secured by such Manufactured Homes.
Whenever reference is made herein to a percentage of the Assets or a
weighted average statistic relating to the Assets, the percentage or weighted
average statistic is calculated based on the Scheduled Principal Balances of the
Assets as of the Cut-off Date.
The Agreement requires the Servicer to maintain or cause to be maintained
Standard Hazard Insurance Policies with respect to each Manufactured Home and
Mortgaged Property in the amounts and manner set forth in the Prospectus under
"The Trusts -- Insurance -- Hazard Insurance -- Standard Hazard Insurance
Policies." Generally, no other insurance will be maintained with respect to the
Manufactured Homes, the Mortgaged Properties, the Assets or the Asset Pool.
The Company will convey to the Trustee the Assets and all rights to receive
(1) payments due on the Assets after June 1, 1997 (the "Cut-off Date"),
including scheduled payments due after the Cut-off Date but received prior to
such date, and (2) prepayments and other unscheduled collections in respect of
the Assets received on or after the Cut-off Date. The right to payments that
were due on or prior to the Cut-off Date but which are received after such date
will not be conveyed to the Company by DFC, and such payments will be the
property of DFC when collected. The Servicer will retain physical possession of
the Contract Documents. Except to the extent required to service a Mortgage
Loan, the Trustee will maintain physical possession of the Mortgage Loan
Documents. See " -- Conveyance of Assets" below.
The Asset Pool will consist of Assets having an aggregate principal
balance as of the Cut-off Date of approximately $ . A total of
Assets, representing % of the Assets, are Step-up Rate Loans. The remainder
of the Assets are Level Payment Loans. See "The Trust -- The Assets" in the
Prospectus. Step-up Rate Loans are Assets that provide for periodic increases of
0.50%, 1.00%, 1.25%, 1.50% or 1.75% in the applicable Asset Rates at the end of
certain intervals ranging from six to twelve months during the first five years
following origination (the applicable "Step-up Periods"), after which the Asset
Rates are fixed. The total amount and the principal portion of each Monthly
Payment on any Step-up Rate Loan during any period is determined on a basis that
would cause the Asset to be fully amortized over its term if the Asset were to
bear interest during its entire term at the Asset Rate applicable during such
period and as if the Asset were to provide for level payments over its entire
term based on such Asset Rate. The total amount and principal portion of each
Monthly Payment that is due on a Step-up Rate Loan at the time of each
adjustment of its Asset Rate will be determined on a basis that would cause the
Asset (which would be bearing interest at an increased Asset Rate after such
adjustment) to be fully amortized over its remaining term on a level-payment
basis. In addition to being subject to interest rate adjustments during their
Step-up Periods, certain Step-up Rate Loans will be subject to a one-time
increase in their Asset Rates with respect to their final Monthly Payments. The
statistical information concerning the Assets set forth below, to the extent it
relates to the Asset Rates of the Step-up Rate Loans, takes into account only
the Asset Rates borne by such Assets as of the Cut-off Date.
Except in the case of the Step-up Rate Loans during their Step-up Periods,
each Asset bears interest at a fixed annual percentage rate (its "APR" or "Asset
Rate") and provides for level payments over the term of such Asset that fully
amortize
S-20
<PAGE>
the principal balance of the Asset. All of the Assets are actuarial obligations.
The portion of each Monthly Payment for any Asset allocable to principal is
equal to the total amount of such Monthly Payment less the portion thereof
allocable to interest. The portion of each Monthly Payment due in a particular
month that is allocable to interest is a precomputed amount equal to one month's
interest on the principal balance of the Asset, which principal balance is
determined by reducing the initial principal balance by the principal portion of
all Monthly Payments that were due in prior months (regardless of whether such
Monthly Payments were made in a timely fashion) and all prior partial principal
prepayments. Thus, each scheduled Monthly Payment on an Asset will be applied to
interest and to principal in accordance with such precomputed allocation
regardless of whether such Monthly Payment was received in advance of or
subsequent to its Due Date. See "Servicing of the Assets -- Collection and Other
Servicing Procedures" herein.
As of the Cut-off Date, approximately % of the Assets were Land
Secured Contracts. For each Land Secured Contract, the originator financed the
purchase of the related Manufactured Home and either took as additional security
a Mortgage on the property on which the Manufactured Home is located or took a
Mortgage on the property on which the Manufactured Home is located in lieu of
all or a portion of the Obligor's required down payment. As of the Cut-off Date,
approximately % of the Assets were Mortgage Loans.
As of the Cut-off Date, each Asset had an Asset Rate of at least % and
not more than %. The weighted average Asset Rate of the Assets was
approximately % (without giving effect to any subsequent increase in the
Asset Rates of the Step-up Rate Loans). The Assets had remaining terms to stated
maturity as of the Cut-off Date of at least months but not more than 360
months and original terms to stated maturity of at least months but not more
than 360 months. Each Asset was originated on or after . As
of the Cut-off Date, the Assets had a weighted average original term to stated
maturity of approximately months, and a weighted average remaining term to
stated maturity of approximately months. The remaining term to stated
maturity of an Asset is calculated as the number of Monthly Payments scheduled
to be made on the Asset over its term less the number of Monthly Payments made
or scheduled to have been made on or before the Cut-off Date. The average
outstanding principal balance of the Assets as of the Cut-off Date was
approximately $ and the outstanding principal balance of the Assets as of
the Cut-off Date ranged from $ to $ .
Approximately % of the Assets have Loan-to-Value Ratios greater than
95%. DFC computes each Contract Loan-to-Value Ratio with respect to which a lien
on land has been granted in lieu of a cash down payment by determining the ratio
(expressed as a percentage) of the principal amount of the related Contract to
the sum of the purchase price of the home (including taxes and insurance and the
amount of any prepaid finance charges or closing costs that are financed) and
the appraised value of the land. DFC computes each Contract Loan-to-Value Ratio
for all other Contracts by determining the ratio (expressed as a percentage) of
the principal amount of such Contract to the purchase price of the home
(including taxes and insurance and the amount of any prepaid finance charges or
closing costs that are financed). DFC computes each Mortgage Loan-to-Value Ratio
by determining the ratio (expressed as a percentage) of the principal amount of
such Mortgage Loan to the sum of the appraised value of the land and
improvements, and the amount of any prepaid finance charges or closing costs
that are financed. Manufactured Homes, unlike site-built homes, generally
depreciate in value. Consequently, at any time after origination it is possible,
especially in the case of Assets with high Loan-to-Value Ratios at origination,
that the market value of a Manufactured Home may be lower than the principal
amount outstanding under the related Asset.
The Assets are secured by Manufactured Homes or Mortgaged Properties (or
Real Properties, in the case of Land Secured Contracts) located (based on the
mailing addresses of the related Obligors as of the Cut-off Date) in states.
Approximately %, %, and % of the Assets were secured as of the
Cut-off Date by Mortgaged Properties or Manufactured Homes (or Real Properties,
in the case of Land Secured Contracts) located (based on the mailing addresses
of the related Obligors as of the Cut-off Date) in South Carolina, Texas and
Florida, respectively. As of the Cut-off Date, no fewer than % of the
Assets were secured by Manufactured Homes which were new at the time the related
Assets were originated. As of the Cut-off Date, no more than %, % and %
of the Assets were secured by Manufactured Homes which were used, repossessed or
transferred to an assignee of the original Obligor, respectively, at the time
the related Assets were originated.
SELECTED DATA
Certain data with respect to the Assets to be transferred by the Company to
the Trust as of the Cut-off Date are set forth below. The Company believes that
the information set forth herein will be representative of the characteristics
of the actual Assets, although prior to the issuance of the Certificates, Assets
may be prepaid in full or in part or otherwise removed from the pool of Assets
to be transferred to the Trust.
S-21
<PAGE>
Whenever reference is made herein to a percentage of the Assets (or to a
percentage of the Scheduled Principal Balance of the Assets), the percentage is
calculated based on the Scheduled Principal Balances ("SPB") of the Assets as of
the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.
GEOGRAPHIC DISTRIBUTION OF MANUFACTURED HOMES (1)
<TABLE>
<CAPTION>
NUMBER AGGREGATE PERCENTAGE OF ASSET
OF ASSETS SPB POOL BY SPB
<S> <C> <C> <C>
Alabama........................................................................
Alaska.........................................................................
Arizona........................................................................
Arkansas.......................................................................
California.....................................................................
Colorado.......................................................................
Delaware.......................................................................
Florida........................................................................
Georgia........................................................................
Idaho..........................................................................
Illinois.......................................................................
Indiana........................................................................
Iowa...........................................................................
Kansas.........................................................................
Kentucky.......................................................................
Louisiana......................................................................
Maryland.......................................................................
Michigan.......................................................................
Mississippi....................................................................
Missouri.......................................................................
Montana........................................................................
Nevada.........................................................................
New Jersey.....................................................................
New Mexico.....................................................................
New York.......................................................................
North Carolina.................................................................
Ohio...........................................................................
Oklahoma.......................................................................
Oregon.........................................................................
Pennsylvania...................................................................
Rhode Island...................................................................
South Carolina.................................................................
Tennessee......................................................................
Texas..........................................................................
Utah...........................................................................
Virginia.......................................................................
Washington.....................................................................
West Virginia..................................................................
Wisconsin......................................................................
Wyoming........................................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) Based on the mailing address of the Obligor on the related Asset as of the
Cut-off Date.
S-22
<PAGE>
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS (1)
<TABLE>
<CAPTION>
NUMBER PERCENTAGE OF ASSET
ORIGINAL ASSET AMOUNT (IN DOLLARS) OF ASSETS AGGREGATE SPB POOL BY SPB
<S> <C> <C> <C>
$ 4,999 or less...............................................................
5,000 to 9,999.............................................................
10,000 to 14,999.............................................................
15,000 to 19,999.............................................................
20,000 to 24,999.............................................................
25,000 to 29,999.............................................................
30,000 to 34,999.............................................................
35,000 to 39,999.............................................................
40,000 to 44,999.............................................................
45,000 to 49,999.............................................................
50,000 to 54,999.............................................................
55,000 to 59,999.............................................................
60,000 to 64,999.............................................................
65,000 to 69,999.............................................................
70,000 to 74,999.............................................................
75,000 to 79,999.............................................................
80,000 to 84,999.............................................................
85,000 to 89,999.............................................................
90,000 to 94,999.............................................................
95,000 to 99,999.............................................................
100,000 or more...............................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The highest original Asset amount was $ , which represents % of
the aggregate principal balance of the Assets at origination. The average
original principal amount of the Assets was approximately $ as of the
Cut-off Date.
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS (1)
<TABLE>
<CAPTION>
NUMBER PERCENTAGE OF ASSET
LOAN-TO VALUE RATIO (2) OF ASSETS AGGREGATE SPB POOL BY SPB
<S> <C> <C> <C>
50% or less...................................................................
51% to 55%...................................................................
56% to 60%...................................................................
61% to 65%...................................................................
66% to 70%...................................................................
71% to 75%...................................................................
76% to 80%...................................................................
81% to 85%...................................................................
86% to 90%...................................................................
91% to 95%...................................................................
96% to 100%...................................................................
101% and greater...............................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Assets was
approximately % as of the Cut-off Date.
(2) Rounded to nearest 1%.
S-23
<PAGE>
ASSET RATES (1)
<TABLE>
<CAPTION>
NUMBER AGGREGATE PERCENTAGE OF ASSET
RANGES OF ASSETS BY ASSET RATE OF ASSETS SPB POOL BY SPB
<S> <C> <C> <C>
5.000% to 5.999%.............................................................
6.000% to 6.999%.............................................................
7.000% to 7.999%.............................................................
8.000% to 8.999%.............................................................
9.000% to 9.999%.............................................................
10.000% to 10.999%.............................................................
11.000% to 11.999%.............................................................
12.000% to 12.999%.............................................................
13.000% to 13.999%.............................................................
14.000% to 14.999%.............................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The weighted average Asset Rate was approximately % as of the Cut-off
Date. This table reflects the Asset Rates of the Step-up Rate Loans as of
the Cut-off Date and does not reflect any subsequent increases in the Asset
Rates of the Step-up Rate Loans.
YEAR OF ORIGINATION OF ASSETS (1)
<TABLE>
<CAPTION>
NUMBER AGGREGATE PERCENTAGE OF ASSET
YEAR OF ORIGINATION OF ASSETS SPB POOL BY SPB
<S> <C> <C> <C>
1985...........................................................................
1987...........................................................................
1989...........................................................................
1991...........................................................................
1995...........................................................................
1996...........................................................................
1997...........................................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The weighted average seasoning of the Assets was approximately months as
of the Cut-off Date.
REMAINING TERMS TO MATURITY (IN MONTHS) (1)
<TABLE>
<CAPTION>
NUMBER AGGREGATE PERCENTAGE OF ASSET
MONTHS REMAINING AS OF CUT-OFF DATE OF ASSETS SPB POOL BY SPB
<S> <C> <C> <C>
1 to 60.....................................................................
61 to 96.....................................................................
97 to 120.....................................................................
121 to 156.....................................................................
157 to 180.....................................................................
181 to 216.....................................................................
217 to 240.....................................................................
241 to 300.....................................................................
301 to 360.....................................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The weighted average remaining term to maturity of the Assets was
approximately months as of the Cut-off Date.
S-24
<PAGE>
ORIGINAL TERMS TO MATURITY (IN MONTHS) (1)
<TABLE>
<CAPTION>
NUMBER AGGREGATE PERCENTAGE OF ASSET
ORIGINAL TERM (IN MONTHS) OF ASSETS SPB POOL BY SPB
<S> <C> <C> <C>
1 to 60.....................................................................
61 to 96.....................................................................
97 to 120.....................................................................
121 to 156.....................................................................
157 to 180.....................................................................
181 to 216.....................................................................
217 to 240.....................................................................
241 to 300.....................................................................
301 to 360.....................................................................
Total........................................................................ $ 100.00%
</TABLE>
(1) The weighted average original term to maturity of the Assets was
approximately months as of the Cut-off Date.
UNDERWRITING GUIDELINES
The Assets were underwritten by DFC and were underwritten and originated
substantially in accordance with the guidelines described in the Prospectus
under "Underwriting Policies."
CONVEYANCE OF ASSETS
On the date of issuance of the Certificates, the Company will transfer to
the Trustee, without recourse, all of its right, title and interest in and to
the Assets, including all principal and interest received on or with respect to
the Assets (not including principal and interest due on the Assets on or before
the Cut-off Date and any other amounts collected on the Assets before the
Cut-off Date other than early collections of Monthly Payments that were due
after the Cut-off Date), and all rights under the Standard Hazard Insurance
Policies maintained with respect to the related Manufactured Homes, Real
Properties and Mortgaged Properties. The Assets will be listed on a schedule
attached to the Agreement (the "Asset Schedule"). The Asset Schedule will
identify the Scheduled Principal Balance of each Asset, the amount of each
Monthly Payment due on each Asset, and the Asset Rate on each Asset, in each
case as of the Cut-off Date. Prior to the conveyance of the Assets to the
Trustee, DFC will complete a review of all of the Contract Files, including the
certificates of title to (or other evidence of a perfected security interest in)
the Manufactured Homes and the Mortgages relating to the Land Secured Contracts
to check the accuracy of the Contract Schedule delivered to the Trustee. The
Custodian will complete a review of the Mortgage Loan Files to check the
accuracy of the Mortgage Loan Schedule delivered to the Trustee. DFC will be
required to repurchase any Asset that is discovered not to agree with the Asset
Schedule in a manner that materially and adversely affects the interests of the
Certificateholders or, subject to the conditions specified in the penultimate
paragraph under this heading, replace any such Asset with a Qualified Substitute
Asset, except that if the discovered discrepancy relates to the Scheduled
Principal Balance of an Asset, subject to the conditions specified in the
penultimate paragraph under this heading, DFC may deposit cash into the
Certificate Account in the amount of any deficiency.
The Company will represent and warrant only that (1) the information set
forth in the Asset Schedule was true and correct as of the date or dates on
which such information was furnished; (2) the Company is the owner of, or holder
of a first-priority security interest in, each Asset; (3) the Company acquired
its ownership of, or security interest in, each Asset in good faith without
notice of any adverse claim; (4) except for the sale of the Assets to the
Trustee, the Company has not assigned any interest or participation in any Asset
that has not been released; and (5) the Company has the full right to sell the
Trust Estate to the Trustee.
The Servicer, on behalf of the Certificateholders, will hold the original
Contracts and copies of documents and instruments relating to each Contract and
the security interest in the Manufactured Home and any Real Property relating to
each Contract. In order to provide notice of the assignment of the Assets to the
Trustee, UCC-1 financing statements identifying the Trustee as the secured party
or purchaser and identifying all the Assets as collateral will be filed in the
appropriate offices in the State of North Carolina. Despite these filings, if a
subsequent purchaser were able to take physical possession of the Contracts
without notice of the assignment of the Contracts to the Trustee, the Trustee's
interest in the Contracts could be defeated. To provide some protection against
this possibility, in addition to filing UCC-1 financing statements, within one
S-25
<PAGE>
week after the initial delivery of the Certificates, the Contracts will be
stamped or otherwise marked to reflect their assignment to the Trustee. See
"Certain Legal Aspects of Contracts and Mortgage Loans" in the Prospectus. The
Custodian, on behalf of the Certificateholders, will hold the original Mortgage
Notes and copies of documents and instruments relating to each Mortgage Loan and
the lien on the Mortgaged Property securing each Mortgage Loan.
DFC will make certain representations and warranties in the Sales Agreement
in respect of each Asset, including the following: (1) as of the Cut-off Date,
no Monthly Payment is more than 30 days past due; (2) each Asset is a legal,
valid and binding obligation of the Obligor and is enforceable in accordance
with its terms (except as such enforceability may be limited by laws affecting
creditors' rights generally or by general equity principles); (3) no Asset is
subject to any right of rescission, set-off, counterclaim or defense; (4) each
Asset is covered by hazard insurance substantially as described under "The
Trusts -- Insurance -- Hazard Insurance -- Standard Hazard Insurance Policies"
in the Prospectus; (5) each Asset complied with all requirements of applicable
law at the time of its origination; and (6) immediately following the sale of
the Assets to the Company, the Company will own such Assets, free and clear of
any prior lien, mortgage, security interest, pledge, charge or other encumbrance
(assuming assignments of mortgage from DFC to the Company were properly recorded
to reflect the transfer of any Mortgage relating to a Land Secured Contract or
Mortgage Loan), except any lien created by the Agreement. Under the terms of the
Agreement and the Sales Agreement, and subject to DFC's option to effect a
substitution as described in the next paragraph, DFC will be obligated to
repurchase any Asset for its Repurchase Price (as defined below) within 90 days
after DFC's discovery, or receipt of written notice from the Trustee or the
Servicer, of a breach of any representation or warranty made by DFC in the Sales
Agreement that materially and adversely affects the Trustee's interest in any
Asset if such breach has not been cured by such 90th day. The "Repurchase Price"
for any Asset will be the unpaid principal balance of such Asset at the close of
business on the date of such repurchase, plus accrued and unpaid interest
thereon to the next Due Date for such Asset following such repurchase. Prior to
being distributed to Certificateholders, this Repurchase Price will be used to
reimburse the Servicer for any previously unreimbursed Advances made by the
Servicer in respect of the repurchased Asset and, if the repurchaser is the
Servicer, the Repurchase Price may be remitted net of such reimbursement
amounts.
In lieu of repurchasing an Asset as specified in the preceding paragraph,
during the two-year period following the date of the initial issuance of the
Certificates (the "Closing Date"), DFC may, at its option, substitute a
Qualified Substitute Asset for the Asset that it would otherwise be obligated to
repurchase (referred to herein as the "Replaced Asset"). DFC will deposit cash
into the Certificate Account in the amount, if any, by which the aggregate of
the Unpaid Principal Balances of any Replaced Assets exceeds the aggregate of
the Unpaid Principal Balances of the Assets being substituted for the Replaced
Assets. Such deposit will be treated as a partial Principal Prepayment. Also, if
it is discovered that the actual Scheduled Principal Balance of an Asset is less
than the Scheduled Principal Balance identified for such Asset on the Asset
Schedule, DFC may, at its option, deposit the amount of the discrepancy into the
Certificate Account instead of repurchasing the Asset. Such deposit will be
treated as a partial Principal Prepayment.
In addition, DFC is required to indemnify the Company and its assignees
(including the Trust) against losses and damages they incur as a result of
breaches of DFC's representations and warranties. DFC's obligation to repurchase
or substitute for an Asset affected by a breach of a representation or warranty
and to indemnify the Company and its assignees for losses and damages caused by
such a breach constitute the sole remedies available to the Trustee and the
Certificateholders for a breach of a representation or warranty under the
Agreement or the Sales Agreement with respect to the Assets.
MATURITY AND PREPAYMENT CONSIDERATIONS
The Assets had terms to maturity at origination ranging from months to
360 months, but may be prepaid in full or in part at any time. The prepayment
experience of the Assets (including prepayments due to liquidations of defaulted
Assets) will affect the weighted average life of each Class of the Certificates.
Based on the Servicer's experience with the portfolio of conventional
manufactured housing contracts it services, the Company anticipates that a
number of Assets will be liquidated or prepaid in full prior to their respective
maturities. A number of factors, including homeowner mobility, general and
regional economic conditions and prevailing interest rates, may influence
prepayments. In addition, any repurchases of Assets on account of certain
breaches of representations and warranties as described above under "The Asset
Pool -- Conveyance of Assets" will have the same effect as prepayments of such
Assets and therefore will affect the life of the Certificates. Natural disasters
may also influence prepayments. Most of the Contracts and Mortgage Loans contain
provisions that prohibit the related Obligors from selling an underlying
Manufactured Home or Mortgaged Property without the prior consent of the holder
of the related Asset. Such provisions may not be enforceable in certain states.
See "The Contracts -- Transfers of Manufactured Homes; Enforceability of
"Due-on-Sale' Clauses" and " -- The Mortgage Loans -- "Due-on-Sale'
S-26
<PAGE>
Clauses" under "Certain Legal Aspects of Contracts and Mortgage Loans" in the
Prospectus. The Servicer's policy is to permit most sales of Manufactured Homes
and Mortgaged Properties without accelerating the related Contracts or Mortgage
Loans where the proposed buyer meets DFC's then-current underwriting standards
and either enters into an assumption agreement or executes a new contract for
the unpaid balance of the existing Contract or Mortgage Loan. The execution of a
new contract or mortgage note and mortgage would have the same effect as a
prepayment of the existing Contract or Mortgage Loan in full.
WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES
The following information is given solely to illustrate the effect of
prepayments of the Assets on the weighted average life of each Class of the
Offered Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced with respect to the Assets.
Weighted average life refers to the average amount of time that will elapse
from the date of issuance of a security until each dollar of principal of such
security will be repaid to the investor. The weighted average lives of the
Offered Certificates will be affected by the rate at which principal on the
Assets is paid. Principal payments on Assets may be in the form of scheduled
amortization or prepayments (for this purpose, the term "prepayment" includes
any voluntary prepayment by an Obligor, the receipt of Liquidation Proceeds upon
disposition of the property securing any defaulted Contract or Mortgage Loan and
the receipt of the Repurchase Price for any Asset upon the repurchase thereof by
DFC as a result of any breaches of its representations and warranties).
Prepayments on contracts and mortgage loans may be measured relative to a
prepayment standard or model. The Prepayment Model used in this Prospectus
Supplement (the "MHP") is based on an assumed rate of prepayment each month of
the then unpaid principal balance of a pool of new manufactured housing
installment sales contracts and mortgage loans. A prepayment assumption of 100%
MHP assumes constant prepayment rates of 3.7% per annum of the then unpaid
principal balance of such contracts and mortgage loans in the first month of the
life of the contracts and mortgage loans and an additional 0.1% per annum in
each month thereafter until the 24th month. Beginning in the 24th month and in
each month thereafter during the life of all of the contracts and mortgage
loans, 100% MHP assumes a constant prepayment rate of 6.0% per annum each month.
As used in the following tables "0% MHP" assumes no prepayments on the
Assets; "100% MHP" assumes the Assets will prepay at rates equal to 100% of the
MHP assumed prepayment rates; "160% MHP" assumes the Assets will prepay at rates
equal to 160% of the MHP assumed prepayment rates; and so on.
There is no assurance, however, that the rate of prepayments of the Assets
will conform to any level of the MHP model, and no representation is made that
the Assets will prepay at the prepayment rates shown or any other prepayment
rate. The Company makes no representations as to the appropriateness of the MHP
model.
MODELING ASSUMPTIONS AND MHP TABLES
The mobile home prepayment tables set forth below (the "MHP Tables") were
prepared based upon the assumptions that there are no delinquencies on the
Assets and that, on each Distribution Date, there will be a sufficient Available
Distribution to distribute all accrued interest and the Principal Distribution
Amount due to the Certificateholders (collectively, the "Modeling Assumptions").
The percentages and weighted average lives in the following tables were
determined assuming that (1) scheduled interest and principal payments on the
Assets will be received each month on the applicable Due Dates and full
prepayments on the Assets will be received on the last day of each month,
commencing June 1997, and will include 30 days of interest thereon; (2) the
Servicer or the holders of a majority in interest of the Class R Certificates
exercises the right of optional termination described herein at the earliest
possible date; (3) the Assets will, as of the Cut-off Date, be grouped into six
pools having the characteristics set forth below under "Assumed Asset
Characteristics"; (4) the initial Certificate Principal Balance and Pass-Through
Rate of each Class of the Certificates are as described herein; (5) no Due Date
Interest Shortfalls will arise in connection with prepayments in full or
liquidations of the Assets; (6) no losses will be experienced on any Assets
included in the Asset Pool; (7) the Closing Date for the issuance of the
Certificates will be June , 1997; (8) cash distributions will be received by
the holders of the Certificates on July 15, 1997 and on the 15th day of each
month thereafter until retirement of the Certificates; and (9) the Assets will
prepay monthly at the percentages of MHP indicated in the MHP Tables. No
representation is made that the Assets will experience delinquencies or losses
at the respective rates assumed above or at any other rates.
S-27
<PAGE>
ASSUMED ASSET CHARACTERISTICS
<TABLE>
<CAPTION>
SCHEDULED ORIGINAL
PRINCIPAL BALANCE TERM TO
AS OF THE MATURITY SEASONING
CUT-OFF DATE ASSET RATE (MONTHS) (MONTHS)
<S> <C> <C> <C> <C>
1......................................................................
2......................................................................
3......................................................................
4......................................................................
Step-up Rate Loans Group A(1)..........................................
Step-up Rate Loans Group B(2)..........................................
Total................................................................ $
</TABLE>
(1) The Asset Rate for Step-up Rate Loans Group A is assumed initially to be
% per annum. The Asset Rate is assumed to increase by approximately
% per annum in 1998 and 1999.
(2) The Asset Rate for Step-up Rate Loans Group B is assumed to be % per
annum. The Asset Rate is assumed to increase by approximately % per
annum in January 1998, 1999 and 2000.
There will be discrepancies between the Assets actually included in the
Trust and the assumptions made as to the characteristics of such Assets in
preparing the MHP Tables. It is unlikely that the Assets will prepay at a
constant rate or that all of the Assets will prepay at the same rate. To the
extent that the Assets actually included in the Trust have characteristics that
differ from those assumed in preparing the MHP Tables, the Offered Certificates
are likely to have weighted average lives that are shorter or longer than those
indicated. There is no assurance that prepayment of the Assets will conform to
any of the constant percentages of MHP described in the MHP Tables or any other
constant rate. Among other things, the MHP Tables assume that the Assets prepay
at the indicated constant percentages of MHP, notwithstanding the fact that such
Assets may vary substantially as to Asset Rates and original terms to maturity.
Variations in actual prepayment experience for the Assets will increase or
decrease the percentages of initial principal balances (and weighted average
lives) shown in the MHP Tables. Assuming that the Assets prepay at a rate of 0%
MHP, the Step-up Rate Loans will cause the Weighted Average Asset Rate to rise
from approximately % per annum at the Cut-off Date to a maximum of
approximately % per annum, as the Asset Rates on the Step-up Rate Loans
increase.
The MHP Tables indicate the weighted average life of each Class of the
Offered Certificates and set forth the percentage of the initial Certificate
Principal Balance of each Class of the Offered Certificates that would be
outstanding after each of the dates shown assuming prepayments of the Assets
occur at various percentages of MHP. See "Maturity and Prepayment
Considerations" in the Prospectus. The weighted average life of each Class set
forth in the MHP Tables has been determined by (1) multiplying the amount of
each principal payment on such Class by the number of years from the date of
delivery of the Certificates of such Class to the related Distribution Date, (2)
summing the results and (3) dividing the sum by the total principal to be paid
on the Certificates of such Class.
Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates based on their
own assumptions as to the matters discussed herein.
S-28
<PAGE>
PERCENTAGE OF INITIAL CERTIFICATE PRINCIPAL BALANCES OUTSTANDING
<TABLE>
<CAPTION>
CLASS A-1 CERTIFICATES AT THE CLASS A-2 CERTIFICATES AT THE
FOLLOWING FOLLOWING
PERCENTAGES OF MHP PERCENTAGES OF MHP
DISTRIBUTION DATE 0% 75% 100% 160% 200% 300% 0% 75% 100% 160% 200% 300%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percent..................................
June 15, 1998....................................
June 15, 1999....................................
June 15, 2000....................................
June 15, 2001....................................
June 15, 2002....................................
June 15, 2003....................................
June 15, 2004....................................
June 15, 2005....................................
June 15, 2006....................................
June 15, 2007....................................
June 15, 2008....................................
June 15, 2009....................................
June 15, 2010....................................
June 15, 2011....................................
June 15, 2012....................................
June 15, 2013....................................
June 15, 2014....................................
June 15, 2015....................................
June 15, 2016....................................
June 15, 2017....................................
June 15, 2018....................................
June 15, 2019....................................
June 15, 2020....................................
June 15, 2021....................................
June 15, 2022....................................
June 15, 2023....................................
June 15, 2024....................................
June 15, 2025....................................
Weighted Average Life (years)....................
</TABLE>
The MHP Tables above have been prepared based on the Modeling Assumptions
(including the assumptions regarding the characteristics and performance of the
Assets, which will differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith.
S-29
<PAGE>
PERCENTAGE OF INITIAL CERTIFICATE PRINCIPAL BALANCES OUTSTANDING
<TABLE>
<CAPTION>
CLASS A-3 CERTIFICATES AT THE CLASS A-4 CERTIFICATES AT THE
FOLLOWING FOLLOWING
PERCENTAGES OF MHP PERCENTAGES OF MHP
DISTRIBUTION DATE 0% 75% 100% 160% 200% 300% 0% 75% 100% 160% 200% 300%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percent...................................
June 15, 1998.....................................
June 15, 1999.....................................
June 15, 2000.....................................
June 15, 2001.....................................
June 15, 2002.....................................
June 15, 2003.....................................
June 15, 2004.....................................
June 15, 2005.....................................
June 15, 2006.....................................
June 15, 2007.....................................
June 15, 2008.....................................
June 15, 2009.....................................
June 15, 2010.....................................
June 15, 2011.....................................
June 15, 2012.....................................
June 15, 2013.....................................
June 15, 2014.....................................
June 15, 2015.....................................
June 15, 2016.....................................
June 15, 2017.....................................
June 15, 2018.....................................
June 15, 2019.....................................
June 15, 2020.....................................
June 15, 2021.....................................
June 15, 2022.....................................
June 15, 2023.....................................
June 15, 2024.....................................
June 15, 2025.....................................
Weighted Average Life (years).....................
</TABLE>
The MHP Tables above have been prepared based on the Modeling Assumptions
(including the assumptions regarding the characteristics and performance of the
Assets, which will differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith.
S-30
<PAGE>
PERCENTAGE OF INITIAL CERTIFICATE PRINCIPAL BALANCES OUTSTANDING
<TABLE>
<CAPTION>
CLASS A-5 CERTIFICATES AT THE CLASS M CERTIFICATES AT THE CLASS B-1 CERTIFICATES AT THE
FOLLOWING FOLLOWING FOLLOWING
DISTRIBUTION PERCENTAGES OF MHP PERCENTAGES OF MHP PERCENTAGES OF MHP
DATE 0% 75% 100% 160% 200% 300% 0% 75% 100% 160% 200% 300% 0% 75% 100% 160% 200% 300%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial
Percent.......
June 15, 1998...
June 15, 1999...
June 15, 2000...
June 15, 2001...
June 15, 2002...
June 15, 2003...
June 15, 2004...
June 15, 2005...
June 15, 2006...
June 15, 2007...
June 15, 2008...
June 15, 2009...
June 15, 2010...
June 15, 2011...
June 15, 2012...
June 15, 2013...
June 15, 2014...
June 15, 2015...
June 15, 2016...
June 15, 2017...
June 15, 2018...
June 15, 2019...
June 15, 2020...
June 15, 2021...
June 15, 2022...
June 15, 2023...
June 15, 2024...
June 15, 2025...
Weighted Average
Life
(years).......
</TABLE>
FACTORS AFFECTING PREPAYMENTS
The rate of principal payments on pools of manufactured housing contracts
and mortgage loans is influenced by a variety of economic, geographic, social
and other factors, including the prevailing level of interest rates from time to
time and the rate at which owners of manufactured homes sell their manufactured
homes or default on their contracts or mortgage loans. Other factors affecting
prepayment of manufactured housing contracts and mortgage loans include changes
in obligors' housing needs, job transfers, unemployment and obligors' net equity
in the manufactured homes and mortgaged properties. In the case of mortgage
loans secured by site-built homes, in general, if prevailing mortgage interest
rates fall significantly below the interest rates on such mortgage loans, the
mortgage loans are likely to be subject to higher prepayment rates than if
prevailing mortgage interest rates remained at or above the rates borne by such
mortgage loans, because the mortgagors in many cases could refinance and obtain
alternative mortgage loans with lower interest rates and lower monthly payments.
Conversely, if prevailing mortgage interest rates rise above the interest rates
on such mortgage loans, the rate of prepayment would be expected to decrease
because alternative mortgage loans would bear higher interest rates and require
higher monthly payments. The outstanding principal balances of manufactured
housing contracts are, in general, much smaller than mortgage loan balances and
the original terms to maturity of such contracts are generally shorter than
those of mortgage loans. As a result, changes in interest rates will not affect
the monthly payments on available alternative manufactured housing contracts to
the same degree that changes in mortgage interest rates will affect the monthly
payments on available alternative mortgage loans. Consequently, the effect of
changes in prevailing interest rates on the prepayment rates on manufactured
housing contracts may not be similar to the effects of such changes on mortgage
loan prepayment rates, or such effects may be similar to the effects of such
changes on mortgage loan prepayment rates, but to a smaller degree.
S-31
<PAGE>
Generally, the Assets may be prepaid by the Obligors at any time without
imposition of any prepayment fee or penalty. In addition, defaults on Assets,
leading to repossession (and foreclosure in the case of Land Secured Contracts
and Mortgage Loans) and the ultimate liquidation of the related Manufactured
Homes and Mortgaged Properties (and Real Properties, in the case of Land Secured
Contracts), may occur with greater frequency during their early years.
Prepayments, liquidations and repurchases of the Assets will result in
distributions of principal to Certificateholders of amounts that would otherwise
have been distributed over the remaining terms of the Assets. See "Yield on the
Offered Certificates" herein and "Yield Considerations" and "Maturity and
Prepayment Considerations" in the Prospectus.
DFC, as seller under the Sales Agreement, may be required to repurchase
certain Assets if it breaches its representations and warranties contained in
the Sales Agreement, including those relating to the qualification of the Assets
for REMIC purposes. See "The Asset Pool -- Conveyance of Contracts" herein. Any
repurchase of an Asset will have the same effect as a prepayment in full of such
Asset and will affect an investor's yield to maturity.
The Servicer (regardless of whether Oakwood remains the Servicer) and the
holders of a majority in interest of the Class R Certificates each has the
option to terminate the Trust, thereby causing the retirement of all outstanding
Certificates, on any Distribution Date on or after the Distribution Date on
which the Pool Scheduled Principal Balance is less than or equal to 10% of the
Pool Scheduled Principal Balance as of the Cut-off Date. See "The
Trust -- Optional and Mandatory Termination" herein. If neither the Servicer nor
the holders of a majority in interest of the Class R Certificates exercise its
optional termination rights within 90 days after becoming eligible to do so, the
Trustee shall solicit bids for the purchase of all Assets, REO Properties and
Repo Properties remaining in the Trust. Such a purchase, if consummated, would
likewise cause the retirement of all outstanding Certificates. See "The
Trust -- Optional and Mandatory Termination" herein.
YIELD ON THE OFFERED CERTIFICATES
Distributions of interest on the Offered Certificates (other than the Class
A-1 Certificates) on any Distribution Date will include interest accrued thereon
through the last day of the month preceding the month in which such Distribution
Date occurs. Because interest will not be distributed on such Classes until the
15th day (or, if such day is not a business day, then on the next succeeding
business day) of the month following the month in which such interest accrues on
the Assets, the effective yield to the holders of such Classes of Offered
Certificates will be lower than the yield otherwise produced by the Pass-Through
Rate and purchase price.
The yield to maturity of, and the aggregate amount of distributions on,
each Class of the Offered Certificates will be related to the rate and timing of
principal payments on the Assets. The rate of principal payments on the Assets
will be affected by the amortization schedules of the Assets and by the rate of
principal prepayments thereon (including for this purpose payments resulting
from refinancings, liquidations of the Assets due to defaults, casualties,
condemnations and repurchases by or on behalf of the Company or DFC, as the case
may be). NO ASSURANCE CAN BE GIVEN AS TO THE RATE OF PRINCIPAL PAYMENTS OR
PREPAYMENTS ON THE ASSETS.
Delinquencies on Assets could produce payment delays and could lead to
repossessions of Manufactured Homes and foreclosures in the case of Land Secured
Contracts and Mortgage Loans. Repossession of a Manufactured Home or foreclosure
on a Real Property or Mortgaged Property and the subsequent resale of the home
securing a Contract or a property securing a Mortgage Loan may produce Net
Liquidation Proceeds that are less than the Scheduled Principal Balance of the
related Contract or Mortgage Loan plus interest accrued thereon and the expenses
of sale. Such a shortfall upon repossession and disposition of a Manufactured
Home or foreclosure on a Real Property or Mortgaged Property would result in a
Realized Loss on such Contract or Mortgage Loan. The rate of principal payments
on, the aggregate amount of distributions on, and the yield to maturity of, any
Class of the Offered Certificates will be affected by the rate of Obligor
defaults resulting in liquidations of Contracts and Mortgage Loans.
The timing of changes in the rate of prepayments and defaults on the Assets
may affect an investor's actual yield to maturity significantly, even if the
average rate of principal payments and defaults experienced over time is
consistent with an investor's expectations. In general, the earlier a prepayment
of principal of or a default on an Asset, the greater will be the effect on the
investor's yield to maturity. As a result, the effect on an investor's yield of
principal payments or defaults occurring at a rate higher (or lower) than the
rate anticipated by the investor during the period immediately following the
issuance of the Certificates would not be fully offset by a subsequent like
reduction (or increase) in the rate of principal payments or defaults.
Prior to the time that the Certificate Principal Balance of a Class of
Senior Certificates with a lower numerical designation is reduced to zero, the
holders of any Class of Senior Certificates with a higher numerical designation
(and the holders of
S-32
<PAGE>
the Class M Certificates) will not receive any distributions of principal. The
allocation of distributions to the Certificateholders in accordance with the
Agreement will have the effect of amortizing the Senior Certificates
(particularly the Class A-1 Certificates) and the Class M Certificates at a
faster rate than the rate at which such Certificates would have been amortized
if the Principal Distribution Amount were required to be allocated among the
Classes of the Certificates pro rata in proportion with their respective
Certificate Principal Balances. To the extent that, on a Distribution Date, the
Available Distribution is not sufficient to permit a full distribution of the
Principal Distribution Amount on the Class of Senior Certificates or the Class M
Certificates that is then entitled to receive the Principal Distribution Amount,
the effect will be to delay the amortization of such Class of Senior
Certificates or the Class M Certificates.
The holders of the Class B-1 Certificates will not be entitled to receive
any distributions of principal on any Distribution Date unless either (1) the
Class M Certificate Principal Balance has been reduced to zero or (2) the Class
B Principal Distribution Tests are satisfied for such Distribution Date. It is
not possible to predict with certainty the timing of the date, if any, on which
the Class M Certificate Principal Balance will be reduced to zero, or whether
the Class B Principal Distribution Tests will be met as to any Distribution
Date. A high level of Realized Losses or delinquencies could result in the Class
B Principal Distribution Tests not being met for one or more Distribution Dates
while the Class M Certificates are still outstanding. This would delay the
amortization of the Class B-1 Certificates, beyond what would otherwise have
been the case.
While partial prepayments of principal on the Assets are applied on Due
Dates for such Assets, Obligors are not required to pay interest on the Assets
after the date of a full prepayment of principal. As a result, full prepayments
of Assets in advance of their Due Dates in a particular Collection Period will
reduce the amount of interest received from Obligors during that Collection
Period to less than one month's interest on all the Assets (such shortfalls in
interest collected being referred to herein as "Due Date Interest Shortfalls").
In the Agreement, Oakwood has agreed to deposit Compensating Interest into the
Certificate Account for inclusion in the Available Distribution for any
Distribution Date to cover Due Date Interest Shortfalls incurred during the
related Prepayment Period, but only for so long as Oakwood is the Servicer and
only to the extent the amount of such Due Date Interest Shortfalls for any
Prepayment Period does not exceed the actual amount of the Servicer's aggregate
servicing compensation in respect of the related Distribution Date. If a
sufficient number of Assets are prepaid in full during a given Prepayment Period
in advance of their respective Due Dates and any resulting Due Date Interest
Shortfalls were not covered by Oakwood's payments of Compensating Interest, then
interest payable on all of the Assets during the related Collection Period may
be less than the interest payable on all of the Certificates with respect to
such Collection Period. If the level of Due Date Interest Shortfalls not covered
by Compensating Interest were large enough, such shortfalls could result in a
Writedown Amount being allocated to the Subordinated Certificates. See
"Description of the Offered Certificates -- Distributions" and " -- Allocation
of Writedown Amounts" herein.
If a purchaser of Certificates of a Class calculates its anticipated yield
based on an assumed rate of default and an assumed amount of Realized Losses
that are lower than the default rate and amount of Realized Losses actually
incurred and such amount of Realized Losses actually incurred is not entirely
covered by Excess Interest or by the subordination of the Certificates of
Classes subordinated to such purchaser's Class, the purchaser's actual yield to
maturity will be lower than that so calculated. The timing of Realized Losses on
Liquidated Loans will also affect an investor's actual yield to maturity, even
if the rate of defaults and severity of losses are consistent with an investor's
expectations. There can be no assurance that the delinquency or repossession
experience set forth herein under "Servicing of the Assets -- Delinquency and
Loan Loss/Repossession Experience" will be representative of the results that
may be experienced with respect to the Assets. There can be no assurance as to
the delinquency, repossession, foreclosure or loss experience with respect to
the Assets.
If the purchaser of a Certificate offered at a discount from its Parity
Price (as defined below) calculates its anticipated yield to maturity based on
an assumed rate of payment of principal that is faster than that actually
experienced on the Assets, the actual yield to maturity will be lower than that
so calculated. Similarly, if the purchaser of a Certificate offered at a premium
above its Parity Price calculates its anticipated yield to maturity based on an
assumed rate of payment of principal that is slower than that actually
experienced on the Assets, the actual pre-tax yield to maturity will be lower
than that so calculated. "Parity Price" is the price at which a security will
yield its coupon.
Investors in the Class A-1 Certificates should understand that at levels of
One-Month LIBOR (as defined herein) greater than the Weighted Average Net Asset
Rate less % per annum, the Pass-Through Rate of such Class will remain at its
maximum rate of the Weighted Average Net Asset Rate. Investors in such Class
should also consider the risk that lower than anticipated levels of One-Month
LIBOR could result in actual yields to such investors that are lower than
anticipated yields.
Investors in the Class A-1 Certificates should understand that the timing
of changes in the level of One-Month LIBOR may affect the actual yields to such
investors even if the average level is consistent with such investor's
expectations. Each
S-33
<PAGE>
investor must make an independent decision as to the appropriate One-Month LIBOR
assumptions to be used in deciding whether to purchase a Class A-1 Certificate.
Because the Pass-Through Rate on the Offered Subordinated Certificates may
vary on the basis of the Weighted Average Net Asset Rate, such Pass-Through Rate
and the yield on such Certificates could be affected by disproportionate
collections of principal in respect of Assets with different Asset Rates
(including Obligor prepayments and such collections resulting from liquidations
and repurchases of Assets). Accordingly, (i) the yield to maturity of the Class
M Certificates will be lower than that which would otherwise result if all or a
substantial portion of the Assets with Net Rates higher than % prepaid prior
to those with Net Rates lower than % per annum and (ii) the yield to maturity
of the Class B-1 Certificates will be lower than that which would otherwise
result if all or a substantial portion of the Assets with Net Rates higher than
% per annum prepaid prior to those with Net Rates lower than % per annum.
The aggregate amount of distributions and the yield to maturity of the
Offered Certificates, particularly the Class B-1 Certificates, will also be
affected by early payments of principal on the Assets resulting from any
purchases of Assets not conforming to certain representations and warranties of
DFC and by the exercise by the Servicer or a majority in interest in the Class R
Certificates of its option to purchase the Assets and other assets of the Trust,
thereby effecting early retirement of any outstanding Classes of Offered
Certificates as described under "The Trust -- Optional and Mandatory
Termination" herein. If neither the Servicer nor the Residual Majority exercises
its optional termination right within 90 days after it first becomes eligible to
do so, the Trustee shall solicit bids for the purchase of all Assets, REO
Properties and Repo Properties remaining in the Trust. The Trustee shall sell
such Assets, REO Properties and Repo Properties only if the net proceeds to the
Trust from such sale would at least equal the Termination Price, and the net
proceeds from such sale will be distributed first to the Servicer to reimburse
it for all previously unreimbursed Liquidation Expenses paid and Advances made
by, and not previously reimbursed to, it with respect to the Assets and second
to the Holders of the Certificates and the Servicer in accordance with the
distribution priorities set forth in "Description of the Offered
Certificates -- Distributions on the Certificates -- Priority of Distributions"
herein. If the net proceeds from such sale would not at least equal the
Termination Price, the Trustee shall decline to sell the Assets, REO Properties
and Repo Properties and shall not be under any obligation to solicit any further
bids or otherwise negotiate any further sale of the Assets, REO Properties and
Repo Properties.
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The Senior/Subordinated Pass-Through Certificates, Series 1997-1, will
consist of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M,
Class B-1, Class B-2, Class X and Class R Certificates. Only the Offered
Certificates are offered hereby. The Offered Certificates will be issued in
book-entry form only, in denominations of $25,000 and integral multiples of $1
in excess thereof. Definitive Certificates, if issued, will be transferable and
exchangeable at the corporate trust office of the Trustee at its Corporate Trust
Department. No service charge will be made for any registration of exchange or
transfer, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge incurred in connection with such exchange or
transfer.
The Company will cause the Assets to be assigned to the Trustee. Oakwood,
as Servicer, will service the Assets pursuant to the Agreement. The Contract
Documents will be held for the benefit of the Trustee by the Servicer. The
Custodian will hold the Mortgage Loan Documents on behalf of the Trustee and the
Certificateholders.
Distributions of principal and interest on the Certificates will be made on
the 15th day of each month, or, if such day is not a business day, on the next
succeeding business day (each, a "Distribution Date"), beginning in July 1997,
to the persons in whose names the Certificates are registered at the close of
business on the last business day of the month preceding the month in which the
Distribution Date occurs (the "Record Date"). Each distribution with respect to
a Book-Entry Certificate will be paid to the Depository, which will credit the
amount of such distribution to the accounts of its Participants in accordance
with its normal procedures. Each Participant will be responsible for disbursing
such distribution to the Beneficial Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm will be
responsible for disbursing funds to the Beneficial Owners that it represents.
All such credits and disbursements with respect to Book-Entry Certificates are
to be made by the Depository and the Participants in accordance with the
Depository's rules.
S-34
<PAGE>
BOOK-ENTRY CERTIFICATES
The Offered Certificates will be Book-Entry Certificates as described in
the Prospectus under "Description of the Certificates -- Book-Entry Procedures."
As such, the Offered Certificates will initially be registered in the name of
Cede & Co., the nominee of the Depository Trust Corporation ("DTC").
Unless and until the Offered Certificates are issued in certificated,
fully-registered form (which will only happen under the limited circumstances
described in the Prospectus under "Description of the Certificates -- Book-Entry
Procedures"), it is anticipated that the only "Certificateholder" of the Offered
Certificates will be Cede & Co., as nominee of DTC. Beneficial Owners will not
be Certificateholders as that term is used in the Agreement. Beneficial Owners
are only permitted to exercise the rights of Certificateholders indirectly
through Depository Participants and DTC.
COLLECTION OF PAYMENTS ON ASSETS
The Servicer will establish and maintain the Certificate Account for the
benefit of the Trustee. The Certificate Account must be an Eligible Account. The
Certificate Account is to be held in trust for the benefit of the Trustee on
behalf of the Certificateholders, and shall be either in the Trustee's name or
designated in a manner that reflects the custodial nature of the account and
that all funds in such account are held for the benefit of the Trustee. A single
Certificate Account may be maintained for more than one Series of Certificates
provided that in any such event, the Servicer shall cause separate accounting
and records to be maintained within the Certificate Account with respect to each
separate Series. Funds in the Certificate Account will be invested in Eligible
Investments (as defined in the Agreement) that will mature or be subject to
redemption not later than the business day preceding the applicable monthly
Distribution Date. Earnings on amounts deposited into the Certificate Account
shall be credited to the account of the Servicer as servicing compensation in
addition to the Servicing Fee and may be used to offset P&I Advances due from
the Servicer in respect of the Distribution Date next succeeding the date on
which such earnings were made or, at the Servicer's option, may be released to
the Servicer on such Distribution Date. The amount of any losses incurred in
respect of any such investments shall be deposited into the Certificate Account
by the Servicer out of its own funds promptly after any such losses are
incurred.
All payments in respect of principal and interest on the Assets received by
the Servicer on or after the Cut-off Date (exclusive of collections relating to
scheduled payments due on or prior to the Cut-off Date), including Principal
Prepayments and Net Liquidation Proceeds, will be deposited into the Certificate
Account no later than the second business day following the Servicer's receipt
thereof. Amounts collected as late payment fees, extension fees, assumption fees
or similar fees will be retained by the Servicer as part of its servicing
compensation. In addition, amounts paid by DFC for Assets repurchased as a
result of breach of a representation or warranty under the Agreement and amounts
required to be deposited upon substitution of a Qualified Substitute Asset
because of a breach of a representation or warranty, as described under "The
Asset Pool -- Conveyance of Assets" above, will be paid into the Certificate
Account.
Subject to the following sentence, on or prior to the business day before
each Distribution Date (the related "Remittance Date"), the Servicer will remit
the Remittance Amount and the amount of all required P&I Advances to the Trustee
for deposit into the Distribution Account. If, however, the Certificate Account
is maintained at the Trustee, the Trustee may withdraw the Remittance Amount
(and any portion of the P&I Advance to be covered by investment earnings on the
Certificate Account) from the Certificate Account on the applicable Distribution
Date and deposit it into the Distribution Account. In such event, the Servicer
will remit the portion, if any, of the required P&I Advance that is not to be
covered by investment earnings on the Certificate Account to the Trustee on the
related Remittance Date for deposit into the Distribution Account. The
Distribution Account shall be an Eligible Account established and maintained by
the Trustee.
The Trustee or its Paying Agent will withdraw funds from the Distribution
Account (but only to the extent of the related Available Distribution) to make
distributions to Certificateholders as specified under
" -- Distributions -- Priority of Distributions" below.
From time to time, as provided in the Agreement, the Servicer will also
withdraw funds from the Certificate Account for other purposes as permitted by
the Agreement.
DISTRIBUTIONS
The "Available Distribution" for a Distribution Date will include (1)(a)
Monthly Payments of principal and interest due on the Assets during the related
Collection Period, regardless of whether such payments were actually collected
from the Obligors or advanced by the Servicer and (b) unscheduled payments
received with respect to the Assets during the related Prepayment Period,
including Principal Prepayments, proceeds of repurchases, Net Liquidation
Proceeds and net Insurance Proceeds, less (2)(a) if Oakwood is not the Servicer,
Servicing Fees for the related Collection Period, (b) amounts required to
S-35
<PAGE>
reimburse the Servicer for previously unreimbursed Advances in accordance with
the Agreement, (c) amounts required to reimburse the Company or the Servicer for
certain reimbursable expenses in accordance with the Agreement and (d) amounts
required to reimburse any party for an overpayment of a Repurchase Price for an
Asset.
Distributions will be made on each Distribution Date to holders of record
on the preceding Record Date, except that the final distribution in respect of
the Certificates will only be made upon presentation and surrender of the
Certificates at the office or agency appointed by the Trustee for that purpose.
Distributions on a Class of Certificates will be allocated among the
Certificates of such Class in proportion to their respective Percentage
Interests.
INTEREST
On each Distribution Date, holders of each Class of Senior Certificates
will be entitled to receive, to the extent of the Available Distribution as
described below (1) interest accrued on such Class during the related Interest
Accrual Period at the then-applicable Pass-Through Rate on the Certificate
Principal Balance of such Class immediately prior to that Distribution Date (the
"Interest Distribution Amount" for such Class), plus (2) any amounts
distributable as Interest Distribution Amounts on such Class on any previous
Distribution Date but not previously distributed, plus interest on any such
amount at the Pass-Through Rate in effect for such Class from the end of the
Interest Accrual Period relating to the Distribution Date on which such amount
first became due through the end of the Interest Accrual Period for the current
Distribution Date, to the extent not previously distributed (in the aggregate,
the "Carryover Interest Amount" for such Class and Distribution Date). On each
Distribution Date, holders of the Offered Subordinated Certificates will be
entitled to receive, to the extent of the Available Distribution and on a
subordinated basis as described below under " -- Priority of Distributions"
(and, in the case of the Class M and Class B-1 Certificates, to the extent of
any Class M Liquidity Account Draw Amount or Class B-1 Liquidity Account Draw
Amount, respectively, (a) interest accrued on such Class during the related
Interest Accrual Period at the then-applicable Pass-Through Rate on the Adjusted
Certificate Principal Balance of such Class immediately prior to that
Distribution Date (the "Interest Distribution Amount" for such Class), plus (b)
any amounts distributable as interest on such Class on any previous Distribution
Date but not previously distributed, plus interest on any such amount at the
Pass-Through Rate in effect for such Class from the Distribution Date on which
such amount first became due through the end of the related Interest Accrual
Period (in the aggregate, the "Carryover Interest Amount" for such Class and
Distribution Date). Interest on the Class A-1 Certificates will be calculated on
the basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Accrual Period. Interest on the Offered Certificates (other
than the Class A-1 Certificates) will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Distributions of interest on the
Certificates (other than the Class A-1 Certificates) will include interest
accrued through the last day of the month preceding the month in which the
applicable Distribution Date occurs.
The Pass-Through Rate for the Class A-1 Certificates for any Distribution
Date will be the per annum rate equal to the lesser of One-Month LIBOR (as
defined below), as determined on the second London Banking Day prior to the
commencement of the related Interest Accrual Period (each, a "Floating Rate
Determination Date") plus % or the Weighted Average Net Asset Rate. For any
Distribution Date, the Pass-Through Rates for the other Classes of Senior
Certificates will be % per annum, in the case of the Class A-2 Certificates,
% per annum, in the case of the Class A-3 Certificates, % per annum in the
case of the Class A-4 Certificates and % per annum, in the case of the Class
A-5 Certificates. The Pass-Through Rate for the Class M Certificates will equal
the lesser of % per annum or the Weighted Average Net Asset Rate and the
Pass-Through Rate for the Class B-1 Certificates will equal the lesser of %
per annum or the Weighted Average Net Asset Rate. The "Weighted Average Net
Asset Rate" for a Distribution Date is equal to (i) the weighted average of the
Asset Rates applicable to the scheduled Monthly Payments that were due in the
related Collection Period on outstanding Assets less (ii) the Servicing Fee
Rate. The initial Interest Accrual Period for the Class A-1 Certificates
commences on the Closing Date and ends on July 14, 1997.
In addition, on each Distribution Date, to the extent of the Available
Distribution and on a subordinated basis as described below under " -- Priority
of Distributions" (and, in the case of the Class M and Class B-1 Certificates,
to the extent of any Class M Liquidity Account Draw Amount and Class B-1
Liquidity Account Draw Amount, respectively, the holders of Class M and Class
B-1, respectively, will be entitled to receive interest accrued during the
related Interest Accrual Period at the applicable Pass-Through Rate on any
related Writedown Amount (the "Writedown Interest Amount" for such Class and
Distribution Date), plus any Writedown Interest Amounts distributable on such
Class on previous Distribution Dates but not previously distributed (the
"Carryover Writedown Interest Amount" for such Class and Distribution Date).
S-36
<PAGE>
FLOATING RATE DETERMINATION
On each Floating Rate Determination Date, the Servicer will determine the
arithmetic mean of the LIBOR quotations for one-month Eurodollar deposits
("One-Month LIBOR") for the succeeding Interest Accrual Period on the basis of
the Reference Banks' offered LIBOR quotations provided to the Servicer as of
11:00 a.m. (London time) on such Floating Rate Determination Date. As used
herein with respect to a Floating Rate Determination Date, "Reference Banks"
means four leading banks engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place of business in
London, (ii) whose quotations appear on the Bloomberg Screen US0001M Index Page
on the Floating Rate Determination Date in question and (iii) which have been
designated as such by the Servicer and are able and willing to provide such
quotations to the Servicer on each Floating Rate Determination Date; and
"Bloomberg Screen US0001M Index Page" means the display designated as page
"US0001M" on the Bloomberg Financial Markets Commodities News (or such other
pages as may replace such page on that service for the purpose of displaying
LIBOR quotations of major banks). If any Reference Bank should be removed from
the Bloomberg Screen US0001M Index Page or in any other way fails to meet the
qualifications of a Reference Bank, the Servicer may, in its sole discretion,
designate an alternative Reference Bank.
On each Floating Rate Determination Date, One-Month LIBOR for the next
succeeding Interest Accrual Period will be established by the Servicer as
follows:
(i) If, on any Floating Rate Determination Date, two or more of the
Reference Banks provide such offered One-Month LIBOR quotations on the
Bloomberg Screen US0001M Index Page, One-Month LIBOR for the next
applicable Interest Accrual Period will be the arithmetic mean of such
offered quotations (rounding such arithmetic mean, if necessary, to the
nearest five decimal places).
(ii) If, on any Floating Rate Determination Date, only one or none of
the Reference Banks provides such offered quotations, One-Month LIBOR for
the next applicable Interest Accrual Period will be the higher of (x)
One-Month LIBOR as determined on the previous Floating Rate Determination
Date and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be
the rate per annum that the Servicer determines to be either (A) the
arithmetic mean (rounding such arithmetic mean upwards if necessary to the
nearest five decimal places) of the one-month Eurodollar lending rate that
New York City banks selected by the Servicer are quoting, on the relevant
Floating Rate Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (B) in the event
that the Servicer can determine no such arithmetic mean, the lowest
one-month Eurodollar lending rate that the New York City banks selected by
the Servicer are quoting on such Floating Rate Determination Date to
leading European banks.
(iii) If, on any Floating Rate Determination Date, the Servicer is
required but is unable to determine the Reserve Interest Rate in the manner
provided in paragraph (ii) above, One-Month LIBOR for the next applicable
Interest Accrual Period will be One-Month LIBOR as determined on the
previous Floating Rate Determination Date.
Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual
Period shall not be based on One-Month LIBOR for the previous Interest Accrual
Period for two consecutive Floating Rate Determination Dates. If, under the
priorities described above, One-Month LIBOR for an Interest Accrual Period would
be based on One-Month LIBOR for the previous Floating Rate Determination Date
for the second consecutive Floating Rate Determination Date, the Servicer shall
select an alternative index (over which the Servicer has no control) used for
determining one-month Eurodollar lending rates that is calculated and published
(or otherwise made available) by an independent third party.
The establishment of One-Month LIBOR (or an alternative index) by the
Servicer and the Servicer's subsequent calculation of the Pass-Through Rate on
the Class A-1 Certificates for the relevant Interest Accrual Period, in the
absence of manifest error, will be final and binding.
S-37
<PAGE>
Listed below are some monthly averages of One-Month LIBOR beginning in
1990, as published by BLOOMBERG. The following does not purport to be a
prediction of the performance of One-Month LIBOR in the future.
<TABLE>
<CAPTION>
MONTH 1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January...................................... 5.44% 5.44% 6.09% 3.13% 3.19% 4.19% 7.06% 8.25%
February..................................... -- 5.31 6.13 3.56 3.19 4.25 7.00 8.38
March........................................ -- 5.44 6.13 3.69 3.19 4.25 6.38 8.38
April........................................ -- 5.44 6.06 4.00 3.13 3.94 6.00 8.50
May.......................................... -- 5.43 6.06 4.38 3.25 4.00 6.00 8.25
June......................................... 5.47 6.13 4.56 3.19 3.94 6.13 8.38
July......................................... 5.46 5.88 4.50 3.19 3.38 5.94 8.00
August....................................... 5.44 5.88 4.88 3.19 3.50 5.69 8.06
September.................................... 5.43 5.88 5.06 3.19 3.13 5.44 8.25
October...................................... 5.38 5.83 5.06 3.19 3.25 5.19 8.00
November..................................... 5.56 5.98 6.06 3.56 4.25 4.75 8.75
December..................................... 5.50 5.69 6.00 3.25 3.31 4.69 7.69
</TABLE>
Because each of the above rates represents a weighted average over a
monthly period rather than One-Month LIBOR on any particular day of the month,
One-Month LIBOR on any date may have been different from that set out above for
each period set forth above.
PRINCIPAL
The "Principal Distribution Amount" for any Distribution Date will equal
the sum of the following amounts: (1) the sum of the principal components of all
Monthly Payments scheduled to be made on the Due Date occurring during the
related Collection Period on the Assets that were outstanding at the opening of
business on such Due Date (regardless of whether such Monthly Payments were
received by the Servicer from the related Obligors), not including any Monthly
Payments due on Liquidated Loans or repurchased Assets; (2) the sum of the
amounts of all Principal Prepayments received by the Servicer on the Assets
during the related Prepayment Period; (3) with respect to any Asset that became
a Liquidated Loan during the related Prepayment Period, the Scheduled Principal
Balance thereof on the date of liquidation thereof (determined without giving
effect to such liquidation); and (4) with respect to any Asset that was
purchased or repurchased by the Servicer, Oakwood or the Company pursuant to the
Agreement during the related Prepayment Period, the Scheduled Principal Balance
thereof on the date of purchase or repurchase thereof (determined without giving
effect to such purchase or repurchase). The "Principal Distribution Shortfall
Carryover Amount" for any Distribution Date will be, with respect to 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.
The "Certificate Principal Balance" of each Class of Certificates is its
original aggregate principal amount reduced by all distributions on such Class
in reduction of its Certificate Principal Balance. The Class A Principal Balance
is the sum of the Certificate Principal Balances of the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-5. The Class M Principal Balance is Certificate
Principal Balance of the Class M Certificates. The Class B Principal Balance is
the sum of the Certificate Principal Balances of the Class B-1 and Class B-2
Certificates. The "Class A/M Percentage" for a Distribution Date will generally
be the percentage derived from the fraction (which shall not be greater than 1),
the numerator of which is the sum of the Class A Principal Balance and the Class
M Principal Balance immediately prior to such Distribution Date and the
denominator of which is the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance, each immediately prior to
such Distribution Date; PROVIDED, HOWEVER, that if (z) the percentage derived
from the fraction (which shall not be greater than 1), the numerator of which is
the Class B Principal Balance immediately prior to such Distribution Date and
the denominator of which is the sum of the Class A Principal Balance, the Class
M Principal Balance and the Class B Principal Balance, each immediately prior to
such Distribution Date, is greater than (y) the percentage derived from the
fraction (which shall not be greater than 1), the numerator of which is the
Class B Principal Balance immediately prior to such Distribution Date less the
Class B-2 Floor Amount, for such Distribution Date, and the denominator of which
is the Principal Distribution Amount for such Distribution Date, then the Class
A/M Percentage for such Distribution Date shall equal the lesser of (x) the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the sum of the Class A Principal Balance and the Class M
Principal Balance immediately prior to such Distribution Date and the
denominator of which is the Principal Distribution Amount for such Distribution
Date, and (w) 100% less the percentage derived from the fraction (which shall
not be greater than 1), the numerator of which is the
S-38
<PAGE>
Class B Principal Balance immediately prior to such Distribution Date less the
Class B-2 Floor Amount, for such Distribution Date, and the denominator of which
is the Principal Distribution Amount for such Distribution Date. The "Class B
Percentage" will be 100% less the Class A/M Percentage.
On each Distribution Date, the "Adjusted Certificate Principal Balance" of
each Class of Offered Subordinated Certificates is its Certificate Principal
Balance reduced by all Writedown Amounts allocated to such Class.
PRIORITY OF DISTRIBUTIONS
On each Distribution Date the Available Distribution will be distributed in
the following amounts and in the following order of priority:
(1) first, concurrently, to each Class of Senior Certificates, (a) first,
the related Interest Distribution Amount for such Distribution Date, with the
Available Distribution being allocated among such Classes pro rata based on
their respective Interest Distribution Amounts, and (b) second, the related
Carryover Interest Amount, if any, for such Distribution Date, allocated first
to pay all interest accrued and unpaid on overdue Interest Distribution Amounts
and then to pay such overdue Interest Distribution Amounts, in each case with
the Available Distribution being allocated among the Classes of Senior
Certificates pro rata based on their respective Carryover Interest Amounts;
(2) second, to the Class M Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any related
Carryover Interest Amount for such Distribution Date, allocated first to pay all
interest accrued and unpaid on overdue Interest Distribution Amounts and then to
pay such overdue Interest Distribution Amounts;
(3) third, to Class B-1 Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any related
Carryover Interest Amount for such Distribution Date, allocated first to pay all
interest accrued and unpaid on overdue Interest Distribution Amounts and then to
pay such overdue Interest Distribution Amounts;
(4) fourth, to the Class B-2 Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date, and (b) second, any related
Carryover Interest Amount for such Distribution Date, allocated first to pay all
interest accrued and unpaid on overdue Interest Distribution Amounts and then to
pay such overdue Interest Distribution Amounts;
(5) fifth, concurrently, to each Class of Senior Certificates, the related
Principal Distribution Shortfall Carryover Amount for the Senior Certificates,
if any, for such Distribution Date, allocated among the Senior Certificates pro
rata based on their respective Certificate Principal Balances;
(6) sixth, to the Senior Certificates, (a) if the Class B Cross-over Date
has not yet occurred or if the Class B Principal Distribution Tests are not met
for such Distribution Date, the Principal Distribution Amount, or (b) if the
Class B Cross-over Date has occurred and the Class B Principal Distribution
Tests are met for such Distribution Date, the Class A/M Percentage of the
Principal Distribution Amount, in either case allocated in the following
sequential order:
(i) first, to the Class A-1 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to
zero;
(ii) second, to the Class A-2 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to
zero;
(iii) third, to the Class A-3 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to
zero;
(iv) fourth, to the Class A-4 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to
zero; and
(v) fifth, to the Class A-5 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to
zero;
PROVIDED, HOWEVER, that on any Distribution Date on which the Pool Scheduled
Principal Balance is less than the aggregate Certificate Principal Balance of
the Senior Certificates, immediately prior to such Distribution Date, the
Principal Distribution Amount or applicable percentage thereof will be allocated
among the Senior Certificates pro rata based upon their respective Certificate
Principal Balances;
(7) seventh, to the Class M Certificates, (a) first, any related Writedown
Interest Amount for such Distribution Date, and (b) second, any related
Carryover Writedown Interest Amount for such Distribution Date;
S-39
<PAGE>
(8) eighth, to the Class M Certificates, the related Principal Distribution
Shortfall Carryover Amount for the Class M Certificates, if any, for such
Distribution Date;
(9) ninth, to the Class M Certificates, (a) if the Class B Cross-over Date
has not yet occurred or if the Class B Principal Distribution Tests are not met
for such Distribution Date, the Principal Distribution Amount, or (b) if the
Class B Cross-over Date has occurred and the Class B Principal Distribution
Tests are met for such Distribution Date, the Class A/M Percentage of the
Principal Distribution Amount (in the case of (a) or (b), less the portion
thereof, if any, allocated pursuant to clause (6) above on such Distribution
Date);
(10) tenth, to the Class B-1 Certificates, (a) first, any related Writedown
Interest Amount for such Distribution Date, and (b) second, any related
Carryover Writedown Interest Amount for such Distribution Date;
(11) eleventh, 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;
(12) twelfth, to the Class B-1 Certificates, the percentage equivalent of
the fraction (which shall not be greater than 1), the numerator of which is the
Class B-1 Principal Balance and the denominator of which is the Class B
Principal Balance of (a) if the Class B Cross-over Date has occurred and the
Class B Principal Distribution Tests are met for such Distribution Date, the
Class B Percentage of the Principal Distribution Amount; or (b) if the Class M
Certificate Principal Balance has been or is reduced to zero on or before such
Distribution Date, the entire Principal Distribution Amount (in the case of (a)
or (b), less the portion thereof, if any, allocated pursuant to clauses (6) or
(9) above on such Distribution.
(13) thirteenth, to the Class B-2 Certificates, (a) first, any related
Writedown Interest Amount for such Distribution Date, and (b) second, any
related Carryover Writedown Interest Amount for such Distribution Date;
(14) fourteenth, 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;
(15) fifteenth, to the Class B-2 Certificates, the remaining Principal
Distribution Amount, if any, after all principal allocations pursuant to clauses
(6), (9) and (12) above have been made on such Distribution Date; PROVIDED
HOWEVER, if the Class M Certificate Principal Balance has not been reduced to
zero on or prior to such Distribution Date, then amounts distributable pursuant
to this clause (15) shall be allocated first to the Class B-1 Certificates and
then to the Class M Certificates to the extent that allocation of such amounts
to the Class B-2 Certificates would reduce the Class B-2 Certificate Principal
Balance below the Class B-2 Floor Amount;
(16) sixteenth, to the Class M Liquidity Account, the Class B-1 Liquidity
Account and Class B-2 Liquidity Account in the following sequential order:
(i) to the Class M Liquidity Account until the amount on deposit
therein equals the Class M Liquidity Account Required Amount;
(ii) to the Class B-1 Liquidity Account until the amount on deposit
therein equals the Class B-1 Liquidity Account Required Amount;
and
(iii) to the Class B-2 Liquidity Account until the amount on deposit
therein equals the Class B-2 Liquidity Account Required Amount,
(17) seventeenth, if Oakwood is the Servicer, to the Servicer in the
following sequential order:
(i) the Servicing Fee with respect to such Distribution Date; and
(ii) any Servicing Fees from previous Distribution Dates remaining
unpaid;
(18) eighteenth, to the Class X Certificates, in the following sequential
order;
(i) the current Class X Strip Amount; and
(ii) any Class X Strip Amounts from previous Distribution Dates
remaining unpaid; and
(19) finally, any remainder to the Class R Certificates.
In the event that the Available Distribution is insufficient to permit a
full distribution on the Class M Certificates of the amounts specified in
clauses (2) and (7) above, the holders of the Class M Certificates will be
entitled to receive such
S-40
<PAGE>
amounts from funds on deposit in the Class M Liquidity Account, to the extent of
such funds. See
" -- Liquidity Accounts" below.
In the event that the Available Distribution is insufficient to permit a
full distribution on the Class B-1 Certificates of the amounts specified in
clauses (3) and (10) above, the holders of the Class B-1 Certificates will be
entitled to receive such amounts from funds on deposit in the Class B-1
Liquidity Account, to the extent of such funds. See " -- Liquidity Accounts"
below.
The "Class B Cross-over Date" will be the later to occur of (1) the
Distribution Date occurring in January 2002 or (2) the first Distribution Date
on which the Class B Percentage equals or exceeds 1.75 times the initial Class B
Percentage.
The "Class B Principal Distribution Tests" are met in respect of a
Distribution Date if the following conditions are satisfied: (1) the Average
Sixty-Day Delinquency Ratio (as defined in the Agreement) as of such
Distribution Date does not exceed 5.0%; (2) the Average Thirty-Day Delinquency
Ratio (as defined in the Agreement) as of such Distribution Date does not exceed
7.0%; (3) the Cumulative Realized Losses (as defined in the Agreement) as of
such Distribution Date do not exceed a certain specified percentage of the
original Pool Scheduled Principal Balance, depending on the year in which such
Distribution Date occurs; and (4) the Current Realized Loss Ratio (as defined in
the Agreement) as of such Distribution Date does not exceed 2.75%. The Average
Sixty-Day Delinquency Ratio and the Average Thirty-Day Delinquency Ratio are, in
general, the ratios of the average of the aggregate principal balances of Assets
delinquent 60 days or more and 30 days or more, respectively, for the preceding
three Collection Periods to the average Pool Scheduled Principal Balance for
such periods. Cumulative Realized Losses are, in general, the aggregate Realized
Losses incurred in respect of Liquidated Loans since the Cut-off Date. The
Current Realized Loss Ratio is, in general, the ratio of the aggregate Realized
Losses incurred on Liquidated Loans for the periods specified in the Agreement
to an average Pool Scheduled Principal Balance specified in the Agreement.
With respect to any Distribution Date the "Class B-2 Floor Amount" will
mean (a) % of the aggregate principal balance of the Assets as of the Cut-off
Date, if the Class M Certificate Principal Balance has not been reduced to zero
immediately prior to such Distribution Date, and (b) zero, if the Class M
Certificate Principal Balance has been reduced to zero immediately prior to such
Distribution Date.
ALLOCATION OF WRITEDOWN AMOUNTS
The "Writedown Amount" for any Distribution Date will be the amount, if
any, by which the aggregate Certificate Principal Balance of all Certificates
exceeds the Pool Scheduled Principal Balance of the Assets for the immediately
preceding Distribution Date after taking into account all distributions to be
made on such Distribution Date. The Writedown Amount will be allocated among the
Classes of Offered Subordinated Certificates in the following order of priority:
(1) first, to the Class B-2 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been reduced
to zero;
(2) second, to the Class B-1 Certificates, to be applied in reduction of
the Adjusted Certificate Principal Balance of such Class until is has been
reduced to zero; and
(3) third, to the Class M Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been reduced
to zero.
RESERVE FUNDS OR LIQUIDITY ACCOUNTS
On the Closing Date, liquidity accounts will be established as part of the
Trust Estate, including; (i) a liquidity account for the exclusive benefit of
the Class M Certificateholders (the "Class M Liquidity Account") and (ii) a
liquidity account for the exclusive benefit of the Class B-1 Certificateholders
(the "Class B-1 Liquidity Account"). The Class M Liquidity Account will be
funded by the portion of the Available Distribution remaining on any
Distribution Date after the distribution of all amounts described in clauses (1)
through (16)(i) above under " -- Distributions -- Priority of Distributions" for
such Distribution Date until the amount on deposit in the Class M Liquidity
Account equals three months of interest at the Class M Pass-Through Rate on the
Class M Certificate Adjusted Principal Balance after giving effect to principal
distributions on such Distribution Date (the "Class M Liquidity Account Required
Amount"). On each Distribution Date a withdrawal will be made from the Class M
Liquidity Account, if necessary, in the amount (the "Class M Liquidity Account
Draw Amount") equal to the lesser of (1) the amount then on deposit in the Class
M Liquidity Account and (2) the sum of Interest Distribution
S-41
<PAGE>
Amounts, Carryover Interest Amounts, Writedown Interest Amounts and Carryover
Writedown Interest Amounts distributable on the Class M Certificates that will
not be distributed out of the Available Distribution for such Distribution Date.
A Class M Liquidity Account Draw Amount will be applied in accordance with
clauses (2) and (7) (in that order) under " -- Distributions -- Priority of
Distributions" above.
If, on any Distribution Date, after the disbursement of the Class M
Liquidity Account Draw Amount, if any, the amount on deposit in the Class M
Liquidity Account exceeds the Class M Liquidity Account Required Amount, the
amount of such excess shall be distributed first, to the Class B-1 Liquidity
Account until the amount on deposit therein equals the Class B-1 Liquidity
Account Required Amount, second, to the holders of the Class X Certificates in
reduction of any unpaid Class X Strip Amounts and then to the holders of the
Class R Certificates. In addition, on the final Distribution Date, after giving
effect to any distributions to be made on the Certificates on such date, the
amount, if any, on deposit in the Class M Liquidity Account will be distributed
to reduce to zero the Certificate Principal Balance of the Class M, Class B-1
and Class B-2 Certificates, in that order. Further, any amounts remaining on
deposit in the Class M Liquidity Account on the final Distribution Date after
distribution of any amount withdrawn pursuant to the preceding sentence shall be
distributed first, to the holders of the Class X Certificates in reduction of
unpaid Class X Strip Amounts and then to the holders of the Class R
Certificates, whereupon the Class M Liquidity Account shall terminate.
The Class B-1 Liquidity Account will be funded by the portion of the
Available Distribution remaining on any Distribution Date after the distribution
of all amounts described in clauses (1) through (16)(ii) above under
" -- Distributions -- Priority of Distributions" for such Distribution Date
until the amount on deposit in the Class B-1 Liquidity Account equals three
months of interest at the Class B-1 Pass-Through Rate on the Class B-1 Adjusted
Certificate Principal Balance after giving effect to principal distributions on
such Distribution Date (the "Class B-1 Liquidity Account Required Amount"). On
each Distribution Date a withdrawal will be made from the Class B-1 Liquidity
Account, if necessary, in the amount (the "Class B-1 Liquidity Account Draw
Amount") equal to the lesser of (1) the amount then on deposit in the Class B-1
Liquidity Account and (2) the sum of Interest Distribution Amounts, Carryover
Interest Amounts, Writedown Interest Amounts and Carryover Writedown Interest
Amounts distributable on the Class B-1 Certificates that will not be distributed
out of the Available Distribution on such Distribution Date. A Class B-1
Liquidity Account Draw Amount will be applied in accordance with clauses (3) and
(10) (in that order) under " -- Distributions -- Priority of Distributions"
above.
If, on any Distribution Date, other than the final Class B-1 Distribution
Date, after the disbursement of the Class B-1 Liquidity Account Draw Amount, if
any, the amount on deposit in the Class B-1 Liquidity Account exceeds the
related Class B-1 Liquidity Account Required Amount, the amount of such excess
shall be distributed first, to the holders of the Class X Certificates in
reduction of any unpaid Class X Strip Amounts and then to the holders of the
Class R Certificates, as provided in the Pooling and Servicing Agreement. In
addition, on the final Class B-1 Distribution Date, after giving effect to all
distributions to be made on the Class B-1 Certificates on such date (including
the distribution of the Class B-1 Liquidity Account Draw Amount, if any), the
amount, if any, on deposit in the Class B-1 Liquidity Account will be
distributed to reduce to zero the Certificate Principal Balance of the Class B-1
and Class B-2 Certificates, in that order. Further, any amounts remaining on
deposit in the Class B-1 Liquidity Account on the final Distribution Date after
distribution of any amount withdrawn pursuant to the preceding sentence shall be
distributed first, to the holders of the Class X Certificates in reduction of
unpaid Class X Strip Amounts and then to the holders of the Class R
Certificates, as provided in the Pooling and Servicing Agreement, whereupon the
Class B-1 Liquidity Account shall terminate.
Funds in the Class M and Class B-1 Liquidity Accounts will be invested in
Eligible Investments as directed by the holders of the Class R Certificates. All
Eligible Investments on deposits in the Class M and Class B-1 Liquidity Accounts
must mature or be redeemable no later than the business day preceding each
Distribution Date. In directing the investment of the Class M and Class B-1
Liquidity Accounts, the holders of the Class R Certificates shall be under no
obligation to maximize the investment return on amounts on deposit therein. No
assurance can be given as to the rate of return, if any, on such investments.
SUBORDINATION OF THE SUBORDINATED CERTIFICATES
The primary credit support for the Senior Certificates is the subordination
of the Subordinated Certificates, effected by the allocation of Writedown
Amounts as described herein and by the preferential application of the Available
Distribution to the Senior Certificates relative to the Subordinated
Certificates to the extent described herein. The primary credit support for the
Class M Certificates is the subordination of the Class B, Class X and Class R
Certificates, effected by the allocation of Writedown Amounts as described
herein and by the preferential allocation of the Available Distribution to the
Class M Certificates relative to the Class B, Class X and Class R Certificates
to the extent described herein. The primary credit
S-42
<PAGE>
support for the Class B-1 Certificates is the subordination of the Class B-2,
Class X and Class R Certificates, effected by the allocation of Writedown
Amounts as described herein and by the preferential allocation of the Available
Distribution to the Class B-1 Certificates relative to the Class B-2, Class X
and Class R Certificates to the extent described herein. See " --
Distributions -- Priority of Distributions" above.
REALIZED LOSSES ON LIQUIDATED LOANS
The Principal Distribution Amount for any Distribution Date is intended to
include the Scheduled Principal Balance of each Asset that became a Liquidated
Loan during the related Prepayment Period. A Realized Loss will be incurred on a
Liquidated Loan in the amount, if any, by which the Net Liquidation Proceeds
from such Liquidated Loan are less than the Unpaid Principal Balance of such
Liquidated Loan, plus accrued and unpaid interest thereon, plus amounts
reimbursable to the Servicer for previously unreimbursed Servicing Advances. To
the extent that the amount of the Realized Loss is not covered by interest
collected on the nondefaulted Assets in excess of certain Interest Distribution
Amounts and Carryover Interest Amounts required to be distributed on the Class
A, Class M and Class B Certificates and any portion of such interest required to
be paid to a Servicer other than Oakwood as servicing compensation ("Excess
Interest") or from amounts on deposit in the Reserve Fund, the amount of such
Realized Loss will be allocated to the Subordinated Certificates as a Writedown
Amount in reduction of their Adjusted Certificate Principal Balances, as
described under " -- Allocation of Writedown Amounts" above.
THE TRUST
GENERAL
The Certificates will be issued pursuant to the Agreement. The summary of
the provisions of the Agreement contained herein does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the provisions
of the Agreement. Reference is made to the Prospectus for important information
in addition to that set forth herein regarding the terms and conditions of the
Offered Certificates. See "The Pooling and Servicing Agreements" in the
Prospectus. A copy of the Standard Terms to Pooling and Servicing Agreement
(March 1997 Edition) has been filed with the Securities and Exchange Commission
(the "SEC") as an exhibit to the Company's Registration Statement on Form S-3 of
which the Prospectus is a part. A copy of the Pooling and Servicing Agreement
relating to the Certificates, in the form in which it was executed by the
Company, the Servicer and the Trustee (without exhibits), will be filed with the
SEC in a Current Report on Form 8-K within 15 days after the Closing Date.
The Trust created pursuant to the Agreement will consist of (1) the Assets,
including all rights to receive payments due on the Assets after the Cut-off
Date; (2) such assets as from time to time are identified as deposited in any
account held for the benefit of Certificateholders (including the Certificate
Account and the Distribution Account); (3) any Manufactured Home, Real Property
or Mortgaged Property acquired on behalf of Certificateholders by repossession,
foreclosure or by deed in lieu of foreclosure; (4) the rights of the Trustee to
receive the proceeds of any Standard Hazard Insurance Policies maintained with
respect to the Manufactured Homes and Mortgaged Properties in accordance with
the Agreement and of any FHA insurance maintained with respect to the Assets;
(5) the Class M Liquidity Account and the Class B-1 Liquidity Account; and (6)
certain rights of the Company relating to the enforcement of representations and
warranties made by DFC relating to the Assets.
THE TRUSTEE
The Trustee is PNC Bank, National Association. Any notices to the Trustee
relating to the Certificates or the Agreement should be sent to PNC Bank,
National Association, Corporate Trust Department, 1600 Market Street, 30th
Floor, Philadelphia, Pennsylvania 19103.
The Trustee may resign at any time, in which event the Company will be
obligated to appoint a successor Trustee. The Company may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement or if the Trustee becomes insolvent. In such circumstances, the
Company will also be obligated to appoint a successor Trustee. Any resignation
or removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.
The Agreement requires the Trustee to maintain, at its own expense, an
office or agency where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee and
the Certificate Registrar in respect of the Certificates pursuant to the
Agreement may be served.
S-43
<PAGE>
OPTIONAL AND MANDATORY TERMINATION
Either the Servicer or the holders of a majority in interest of the Class R
Certificates (the "Residual Majority"), at their respective options and subject
to the limitations imposed by the Agreement, may terminate the Trust by
purchasing all Assets, REO Properties and Repo Properties remaining in the Trust
on any Distribution Date occurring on or after the Distribution Date on which
the sum of the Certificate Balance of the Certificates is less than 10% of the
sum of the original Certificate Principal Balance of the Certificates. The Trust
also may be terminated (and the Certificates retired) on any Distribution Date
upon the Servicer's determination, based on an opinion of counsel, that the
REMIC status of either the Pooling REMIC or the Issuing REMIC described herein
under "Summary of Terms -- Federal Income Tax Consequences" has been lost or
that a substantial risk exists that such status will be lost for the then
current taxable year. See "Description of the Certificates -- Optional
Redemption or Termination" in the Prospectus.
If neither the Servicer nor the Residual Majority exercises its optional
termination right within 90 days after it first becomes eligible to do so, the
Trustee shall solicit bids for the purchase of all Assets, REO Properties and
Repo Properties remaining in the Trust. The Trustee shall sell such Assets, REO
Properties and Repo Properties only if the net proceeds to the Trust from such
sale would at least equal the Termination Price, and the net proceeds from such
sale will be distributed first to the Servicer to reimburse it for all
previously unreimbursed Liquidation Expenses paid and Advances made by, and not
previously reimbursed to, it with respect to the Assets and second to the
Certificateholders and the Servicer in accordance with the distribution
priorities set forth under "Description of the Offered
Certificateholders -- Distributions -- Priority of Distributions" herein. If the
net proceeds from such sale would not at least equal the Termination Price, the
Trustee shall decline to sell the Assets, REO Properties and Repo Properties and
shall not be under any obligation to solicit any further bids or otherwise
negotiate any further sale of the Assets, REO Properties and Repo Properties.
The "Termination Price" will equal the greater of (a) sum of (1) any
Liquidation Expenses incurred by the Servicer in respect of any Asset that has
not yet been liquidated; (2) all amounts required to be reimbursed or paid to
the Servicer in respect of previously unreimbursed Servicing Advances; and (3)
the sum of (i) the aggregate Unpaid Principal Balance of the Assets, plus
accrued and unpaid interest thereon at the Asset Rates borne by such Assets
through the end of the month preceding the month of the terminating purchase,
plus (ii) the lesser of (A) the aggregate Unpaid Principal Balance of each Asset
that had been secured by any REO Property or Repo Property remaining in the
Trust, plus accrued interest thereon at the Asset Rates borne by such Assets
through the end of the month preceding the month of the terminating purchase,
and (B) the current appraised value of any such REO Property or Repo Property
(net of Liquidation Expenses to be incurred in connection with the disposition
of such property estimated in good faith by the Servicer), such appraisal to be
conducted by an appraiser mutually agreed upon by the Servicer and the Trustee,
plus all previously unreimbursed P&I Advances made in respect of such REO
Property or Repo Property, and (b) the aggregate fair market value of the assets
of the Trust (as determined by the Servicer as described in the Agreement) plus
all previously unreimbursed P&I Advances made with respect to the Assets. The
fair market value of the assets of the Trust as determined for purposes of a
terminating purchase shall be deemed to include accrued interest at the
applicable Asset Rate on the Unpaid Principal Balance of each Asset (including
any Asset that has become a REO Property or a Repo Property, which REO Property
or Repo Property has not yet been disposed of by the Servicer) through the end
of the month preceding the month of the terminating purchase. The basis for any
such valuation shall be furnished by the Servicer to the Certificateholders upon
request. See "Description of the Certificates -- Optional Redemption or
Termination" in the Prospectus.
On the date of any termination of the Trust, the Termination Price shall be
distributed (1) first to the Servicer to reimburse it for all previously
unreimbursed Liquidation Expenses paid and Advances made by and not previously
reimbursed to the Servicer with respect to the Assets and (2) second to the
Certificateholders in accordance with the distribution priorities set forth
under " -- Distributions -- Priority of Distributions" above. The Termination
Price shall be deemed to be a Principal Prepayment in full, together with
related interest, received during the related Prepayment Period for purposes of
determining the allocation of such distributions. Upon the termination of the
Trust and payment of all amounts due on the Certificates and all administrative
expenses associated with the Trust, any remaining assets of the REMICs shall be
sold and the proceeds distributed pro rata to the holders of the Class R
Certificates. See "Description of the Certificates -- Optional Redemption or
Termination" in the Prospectus.
TERMINATION OF THE AGREEMENT
The Agreement will terminate upon the last action required to be taken by
the Trustee on the final Distribution Date following the later of (1) the
purchase by the Servicer or the Residual Majority of all Assets and all property
acquired in respect of any Asset remaining in the Trust Estate, as described
under " -- Optional and Mandatory Termination" above or
S-44
<PAGE>
(2) the final payment or other liquidation (or any advance with respect thereto)
of the last Asset remaining in the Trust Estate or the disposition of all
property acquired upon repossession of any Manufactured Home or foreclosure on
any Mortgaged Property.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed, to the extent of available funds, to the
Certificateholders on the final Distribution Date the amounts due them in
accordance with the Agreement. The amount remaining on deposit in the
Certificate Account (other than amounts retained to meet claims), after all
required distributions have been made to the Class A, Class M, Class B and Class
X Certificateholders, or to the Termination Account, will be paid to the Class R
Certificateholders pro rata (based upon such holders' respective Percentage
Interests).
VOTING RIGHTS
The voting rights of the Trust will be allocated 0.5% to the Class R
Certificates, 0.5% to the Class X Certificates and 99% to the other Certificates
in proportion to their respective Certificate Principal Balances. For a
description of the limited matters on which the Certificateholders may vote, see
"The Pooling and Servicing Agreements" in the Prospectus.
REPORTS TO CERTIFICATEHOLDERS
The Trustee will furnish the Certificateholders with monthly statements
prepared by the Servicer (each, a "Remittance Report") containing information
with respect to principal and interest distributions on the Certificates and
Realized Losses on the Assets. Any financial information contained in such
reports will not have been examined or reported upon by an independent public
accountant. Copies of such monthly statements and any annual reports prepared by
the Servicer evidencing the status of its compliance with the provisions of an
Agreement will be furnished to related Certificateholders upon request addressed
to the Trustee.
A Remittance Report for a Distribution Date will identify the following
items:
(1) the Available Distribution for such Distribution Date;
(2) the Interest Distribution Amount and the Carryover Interest Amount, as
well as any Writedown Interest Amount and any Carryover Writedown Interest
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 for such Distribution Date;
(3) 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, separately identifying any portion of such amount attributable to
prepayments, and the aggregate Principal Distribution Shortfall Carryover Amount
for each Class of the Certificates for such Distribution Date, and the amount to
be distributed to reduce the Principal Distribution Shortfall Carryover Amount
on each such Class based upon the Available Distribution for such Distribution
Date;
(4) the aggregate amount of P&I Advances required to be made by the
Servicer with respect to such Distribution Date;
(5) the amount of any Realized Losses incurred on the Assets during the
related Prepayment Period and in the aggregate since the Cut-off Date and the
amount of any Writedown Amount to be allocated to any Class of the Offered
Subordinated Certificates;
(6)(a) the Class M Liquidity Account Required Amount, the Class B-1
Liquidity Account Required Amount and the Class B-2 Liquidity Account Required
Amount both immediately before and after the Distribution Date, (b) the amount
of any Class M Liquidity Account Draw Amount, Class B-1 Liquidity Account Draw
Amount and Class B-2 Liquidity Account Draw Amount for such Distribution Date,
(c) the amount to be deposited into the Class M Liquidity Account, the Class B-1
Liquidity Account and the Class B-2 Liquidity Account pursuant to clause (16)
under "Description of the Offered Certificates -- Distributions -- Priority of
Distributions" herein, and (d) the amount on deposit in the Class M Liquidity
Account, the Class B-1 Liquidity Account and the Class B-2 Liquidity Account
both immediately before and immediately after the Distribution Date;
(7) the Certificate Principal Balance of each Class of the Certificates and
the Adjusted Certificate Principal Balance of each Class of the Offered
Subordinated Certificates after giving effect to the distributions to be made
(and any Writedown Amounts to be allocated) on such Distribution Date;
(8) the aggregate Interest Distribution Amount remaining unpaid, if any,
and the aggregate Carryover Interest Amount remaining unpaid, if any, for each
Class of Certificates, after giving effect to the distributions to be made on
such Distribution Date;
S-45
<PAGE>
(9) the aggregate Writedown Interest Amount remaining unpaid, if any, and
the aggregate Carryover Writedown Interest Amount remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distributions to be made
on such Distribution Date;
(10) 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;
(11) the amount of the aggregate Servicing Fee in respect of such
Distribution Date;
(12) the aggregate number and the aggregate of the Unpaid Principal
Balances of outstanding Assets that are (a) delinquent one month (I.E., 30 to 59
days) as of the end of the related Prepayment Period, (b) delinquent two months
(I.E., 60 to 89 days) as of the end of the related Prepayment Period, (c)
delinquent three months (I.E., 90 days or longer) as of the end of the related
Prepayment Period and (d) as to which repossession, foreclosure or other
comparable proceedings have been commenced as of the end of the related
Prepayment Period; and
(13) any other information required to be provided to Certificateholders by
the REMIC Provisions.
In the case of information furnished pursuant to clauses (2) and (3) above, the
amounts shall be expressed, with respect to any Certificate, as a dollar amount
per $1,000 denomination.
SERVICING OF THE ASSETS
THE SERVICER
Oakwood Acceptance Corporation (the "Servicer" or "Oakwood") was
incorporated in 1984 in the state of North Carolina as a wholly-owned subsidiary
of Oakwood Homes Corporation ("Oakwood Homes"). Oakwood is primarily engaged in
the business of underwriting, originating, pooling, selling and servicing
installment sales contracts for sales of manufactured housing units. Oakwood's
principal offices are located at 7800 McCloud Road, Greensboro, North Carolina
27409-9634 (telephone 910/664-2500).
Oakwood Homes is a vertically-integrated manufacturer and retailer of
manufactured homes. Homes manufactured by Oakwood Homes are sold primarily at
retail through its approximately 268 (as of March 31, 1997) sales centers
located in 27 states. Oakwood Homes also sells manufactured homes purchased from
other manufacturers at certain of its sales centers.
Oakwood underwrites and funds the origination of manufactured housing
contracts and residential mortgage loans on an individual basis from its
principal office and from additional loan origination offices in Austin, Texas
and Mesa, Arizona. Contracts for the financing of sales of manufactured homes at
Oakwood's sales centers as well as mortgage loans are typically originated in
the name of Oakwood Mobile Homes, Inc., a wholly-owned retailing subsidiary of
Oakwood Homes ("OMH"), or in the name of a third party manufactured housing
dealer, in either case using funds provided by Oakwood, and are assigned to
Oakwood following origination, although some assets are originated directly in
Oakwood's name. Oakwood underwrites all such assets. From time to time, Oakwood
purchases seasoned portfolios of manufactured housing contracts from third
parties.
Since its formation, Oakwood has become the most important source of
financing for purchasers of homes sold by Oakwood Homes. In fiscal 1993, 1994,
1995 and 1996 Oakwood financed approximately $212 million, $344 million, $487
million and $721 million of loans representing %, %, %, and % of
Oakwood's financed sales.
SERVICING PORTFOLIO
Oakwood services all of the manufactured housing contracts it originates or
purchases (except for certain contract portfolios which it sells on a
servicing-released basis), collecting loan payments, insurance premiums and
other payments from borrowers and remitting principal and interest payments to
the holders of the contracts. The following table shows the composition of
Oakwood's servicing portfolio of manufactured housing contracts and residential
mortgage loans on the dates indicated.
S-46
<PAGE>
ASSET SERVICING PORTFOLIO
<TABLE>
<CAPTION>
AT SEPTEMBER 30, MARCH 31,
1992 1993 1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Total Number of Serviced Assets
Oakwood Originated............ 21,450 28,938 39,273 51,566 67,120 57,708 75,741
Acquired Portfolios........... 1,591 5,773 4,872 4,177 4,567 3,923
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated............ $345,635 $507,394 $757,640 $1,130,378 $1,687,406 $1,334,322 $1,988,116
Acquired Portfolios........... $30,498 $85,227 $70,853 $57,837 $65,284 $52,971
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated............ $16.1 $17.5 $19.3 $21.9 $25.1 $23.1 $26.2
Acquired Portfolios........... $19.2 $14.8 $14.5 $13.8 $14.3 $13.5
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated............ 13.5% 12.8% 12.2% 12.0% 11.5% 11.7% 11.3%
Acquired Portfolios........... 9.4% 11.0% 11.3% 11.2% 11.3% 11.1%
</TABLE>
DELINQUENCY AND LOAN LOSS/REPOSSESSION EXPERIENCE
The following tables set forth certain information concerning (1) the
delinquency experience and (2) the loan loss and repossession experience of the
portfolio of manufactured housing installment sales contracts and residential
mortgage loans serviced by Oakwood, in each case for each of Oakwood's fiscal
years from 1992 through 1996 and the six-month periods ended March 31, 1996 and
1997. Because delinquencies, losses and repossessions are affected by a variety
of economic, geographic and other factors, there can be no assurance that the
delinquency and loss experience of the Assets will be comparable to that set
forth below.
DELINQUENCY EXPERIENCE (1)
<TABLE>
<CAPTION>
AT SEPTEMBER 30, MARCH 31,
1992 1993 1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated..................................... 21,450 28,938 39,273 51,566 67,120 57,708 75,741
Acquired Portfolios.................................... 1,591 5,773 4,872 4,177 4,567 3,923
Number of Delinquent Assets (2)
Oakwood Originated:
30 to 59 days past due.............................. 282 244 350 601 835 568 891
60 to 89 days past due.............................. 76 51 97 185 308 210 344
90 days or more past due............................ 98 150 198 267 492 366 663
Total Number of Assets Delinquent...................... 456 445 645 1,053 1,635 1,144 1,898
Acquired Portfolios:
30-59 days past due................................. 37 127 63 66 50 61
60-89 days past due................................. 26 49 17 23 19 19
90 days or more past due............................ 16 98 76 62 66 78
Total Number of Assets Delinquent...................... 79 274 156 151 135 158
Total Delinquencies as a Percentage of Serviced Assets
(3)
Oakwood Originated..................................... 2.1% 1.5% 1.6% 2.0% 2.4% 2.0% 2.5%
Acquired Portfolios.................................... 5.0% 4.7% 3.2% 3.6% 3.0% 4.0%
</TABLE>
(1) Assets that are already the subject of repossession or foreclosure
procedures are not included in "delinquent assets" for purposes of this
table.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a payment due
on the first day of a month is not 30 days delinquent until the first day of
the following month.
(3) By number of assets.
S-47
<PAGE>
LOAN LOSS/REPOSSESSION EXPERIENCE
<TABLE>
<CAPTION>
AT OR FOR THE SIX MONTHS
AT SEPTEMBER 30, ENDED MARCH 31,
1992 1993 1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Total Number of Serviced Assets
(1).......................... 21,450 30,529 45,046 56,438 71,297 62,275 79,664
Average Number of Serviced
Assets During Period......... 18,251 25,990 37,788 50,742 63,868 59,357 75,481
Number of Serviced Assets
Repossessed.................. 855 902 1,241 1,718 2,746 1,277 1,828
Serviced Assets Repossessed as
a Percentage of Total
Serviced Assets (2).......... 3.99% 2.95% 2.75% 3.04% 3.85% 4.10%(6) 4.59%(6)
Serviced Assets Repossessed as
a Percentage of Average
Number of Serviced
Assets....................... 4.68% 3.47% 3.28% 3.39% 4.30% 4.30%(6) 4.84%(6)
Average Outstanding Principal
Balance of
Assets (3)
Oakwood Originated........... $435,558 $531,199 $701,875 $976,905 $1,409,467 $1,242,076 $1,816,081
Acquired Portfolios.......... $15,249 $30,432 $30,235 $27,351 $28,966 $24,147
Net Losses from Asset
Liquidations (4):
Total Dollars (3)
Oakwood Originated........ $4,239 $3,328 $4,630 $7,303 $14,248 $5,948 $11,214
Acquired Portfolios....... $0 $203 $473 $592 $508 $509
As a Percentage of Average
Outstanding Principal
Balance of Assets (3)(5)
Oakwood Originated........ 0.97% 0.63% 0.66% 0.75% 1.01% 0.96%(6) 1.23%(6)
Acquired Portfolios....... 0.00% 0.67% 1.56% 2.16% 3.51%(6) 4.22%(6)
</TABLE>
(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period
expressed as a percentage of the total number of serviced assets at the end
of the applicable period.
(3) Includes assets originated by Oakwood and serviced by Oakwood or others.
(4) Net losses represent all losses incurred on Oakwood-serviced portfolios.
Such amounts include estimates of net losses with respect to certain
defaulted assets. Charges to the loss reserves in respect of a defaulted
asset generally are made before the defaulted asset becomes a liquidated
asset. The length of the accrual period for the amount of accrued and unpaid
interest included in the calculation of the net loss varies depending upon
the period in which the loss was charged and whether the asset was owned by
an entity other than Oakwood.
(5) Total net losses incurred on assets liquidated during the applicable period
expressed as a percentage of the average outstanding principal balance of
all assets at the end of the applicable period.
(6) Annualized.
Oakwood has informed the Company that Oakwood believes that its historical
loss experience has been favorably affected by its ability to resell repossessed
units through Oakwood Mobile Homes, Inc. ("OMH"), a wholly-owned retailing
subsidiary of Oakwood Homes, and dealers supervised by OMH, and its engagement
of OMH to make needed repairs on repossessed units through the facilities of
such dealers, rather than having to hire unaffiliated parties to perform such
services at higher rates. If Oakwood is replaced as Servicer of the Assets, the
successor Servicer will not have access to OMH or its network of dealers and, as
a consequence, the loss experience on the Assets (particularly the Contracts)
may be adversely affected.
The data in the foregoing tables are presented for illustrative purposes
only, and there is no assurance that the delinquency, loan loss and repossession
experience of the Assets will be similar to that set forth above. The
delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by downturns in
S-48
<PAGE>
regional or local economic conditions. For instance, such a downturn was
experienced in areas dependent on the oil and gas industry in the 1980s, causing
increased levels of delinquencies, repossessions and loan losses on manufactured
housing installment sales contracts in the affected areas. The Asset Pool
consists primarily of Contracts. Regional and local economic conditions are
often volatile, and no predictions can be made regarding their effects on future
economic losses upon repossessions or as to the levels of losses that will be
incurred as a result of any repossessions of or foreclosures on Assets.
Information regarding the geographic location, at origination, of the
Manufactured Homes and Mortgaged Properties securing the Assets in the Asset
Pool is set forth under "The Asset Pool" herein.
In particular, such data generally represents Oakwood's experience
servicing installment sales contracts and mortgage loans underwritten pursuant
to Oakwood's underwriting standards, which may differ from DFC's underwriting
standards. Further, such data reflect Oakwood's experience servicing installment
sales contracts and mortgage loans during certain historic economic conditions
that may not reflect future conditions. Accordingly, the performance of the
Assets and Oakwood's servicing experience with respect thereto may differ
materially from Oakwood's historical servicing data presented herein.
COLLECTION AND OTHER SERVICING PROCEDURES
The Servicer will administer, service and make collections on the Assets,
exercising the degree of care that the Servicer exercises with respect to
similar contracts serviced by the Servicer.
Except for the Step-up Rate Loans during their Step-up Periods, each Asset
bears interest at a fixed annual percentage rate (its "APR" or "Asset Rate") and
provides for level payments over the term of such Asset that fully amortize the
principal balance of the Asset. All of the Assets are actuarial obligations. The
portion of each Monthly Payment for any Asset allocable to principal is equal to
the total amount of such Monthly Payment less the portion thereof allocable to
interest. The portion of each Monthly Payment due in a particular month that is
allocable to interest is a precomputed amount equal to one month's interest on
the principal balance of the Asset, which principal balance is determined by
reducing the initial principal balance by the principal portion of all Monthly
Payments that were due in prior months (regardless of whether such Monthly
Payments were made in a timely fashion) and all prior partial principal
prepayments. Thus, each scheduled Monthly Payment on an Asset will be applied to
interest and to principal in accordance with such precomputed allocation
regardless of whether such Monthly Payment is received in advance of or
subsequent to its Due Date. All payments received on the Assets (other than
payments allocated to items other than principal and interest or payments
sufficient to pay the outstanding principal balance of and all accrued and
unpaid interest on such Assets) will be applied when received first to any
previously unpaid scheduled Monthly Payments, and then to the currently due
Monthly Payment, in the chronological order of occurrence of the Due Dates for
such Monthly Payments. Any payments on an Asset that exceed the amount necessary
to bring the Asset current are applied to the partial prepayment of principal of
the Asset if the Servicer determines (based on specific directions from the
Obligor as to such payment or on a course of dealing with such Obligor) that the
Obligor intended such payment as a partial principal prepayment. If the Servicer
cannot determine the Obligor's intent with respect to any such excess payment,
the Servicer will apply such excess payment as an early payment of scheduled
Monthly Payments for subsequent Due Dates to the extent such excess payment is
an integral multiple of such Obligor's scheduled Monthly Payment, and will apply
the remainder of such excess payment as a partial principal prepayment.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
For its servicing of the Assets, with respect to each Asset the Servicer
will be entitled to receive, out of the related collections on such Asset, a
Servicing Fee equal to 1.00% per annum (the "Servicing Fee Rate") multiplied by
the Scheduled Principal Balance of such Asset at the beginning of the related
Collection Period (without giving effect to any Principal Prepayments, Net
Liquidation Proceeds and Repurchase Prices received (or Realized Losses
incurred) during the related Prepayment Period). If Oakwood is the Servicer, the
Servicing Fee in respect of a Distribution Date will be paid pursuant to clause
(16) under "Description of the Offered Certificates -- Distributions" above and
only to the extent of funds available pursuant to such clause, except that it
may retain its Servicing Fee out of collections on the Assets to the extent that
the amount already on deposit in the Certificate Account for the related
Distribution Date will allow the full distribution of all amounts required to be
distributed pursuant to clauses (1) through (16) under "Description of the
Offered Certificates -- Distributions -- Priority of Distributions" above on the
related Distribution Date. If Oakwood is not the Servicer, the Servicing Fee in
respect of each Asset may be retained by the Servicer at the time of the related
collection on such Asset (or may be withdrawn from the Certificate Account at a
later time), in which case such amount will not be part of the Available
Distribution.
The Servicing Fee provides compensation for customary manufactured housing
contract third-party servicing activities to be performed by the Servicer for
the Trust and for additional administrative services performed by the Servicer
on behalf
S-49
<PAGE>
of the Trust. Customary servicing activities include collecting and recording
payments, communicating with Obligors, investigating payment delinquencies,
providing billing and tax records to Obligors and maintaining internal records
with respect to each Asset. Administrative services performed by the Servicer on
behalf of the Trust include calculating distributions to Certificateholders and
providing related data processing and reporting services for Certificateholders
and on behalf of the Trustee. Expenses incurred in connection with servicing of
the Assets and paid by the Servicer from its monthly Servicing Fee include,
without limitation, payment of fees and expenses of accountants, payment of all
fees and expenses incurred in connection with the enforcement of Contracts or
Mortgage Loans (except Liquidation Expenses as described below) and payment of
expenses incurred in connection with distributions and reports to
Certificateholders. The Servicer will be reimbursed out of the Liquidation
Proceeds of a defaulted Asset for all reasonable, out-of-pocket Liquidation
Expenses incurred by it in repossessing, foreclosing on (if applicable) and
liquidating the related Manufactured Home or Mortgaged Property.
As part of its servicing fees, the Servicer will also be entitled to
retain, as compensation for the additional services provided in connection with
the Agreement, any late payment fees made by Obligors, extension fees paid by
Obligors for the extension of scheduled payments and assumption fees paid in
connection with permitted assumptions of Assets by purchasers of the related
Manufactured Homes and Mortgaged Properties, as well as investment earnings on
funds in the Certificate Account.
ADVANCES
On or prior to the Remittance Date for each Distribution Date, the Servicer
will either (1) deposit from its own funds the related aggregate P&I Advance
into the Certificate Account; (2) cause appropriate entries to be made in the
records of the Certificate Account that funds in the Certificate Account that
are not part of the Available Distribution for the related Distribution Date
have been used to make the aggregate P&I Advance; (3) if the Certificate Account
is maintained by the Trustee, instruct the Trustee to use investment earnings on
the Certificate Account to defray the Servicer's P&I Advance obligation; or (4)
make (or cause to be made) the aggregate P&I Advance through any combination of
the methods described in clauses (1), (2) and (3) above. Any funds held for
future distribution and used in accordance with clause (2) above must be
restored by the Servicer from its own funds or from early payments collected on
the Assets when they become part of a future Available Distribution. The
aggregate required P&I Advance for a Distribution Date is the sum of delinquent
scheduled Monthly Payments due in the related Collection Period, exclusive of
all Non-recoverable Advances.
P&I Advances are intended to maintain a regular flow of scheduled interest
and principal payments to Certificateholders rather than to guarantee or insure
against losses.
The Servicer will also be obligated to make advances ("Servicing
Advances"), to the extent the Servicer deems such Advances recoverable out of
Liquidation Proceeds of, or from collections on, the related Contract or
Mortgage Loan, in respect of Liquidation Expenses and certain taxes and
insurance premiums not paid by an Obligor on a timely basis.
The Servicer may reimburse itself for P&I Advances and Servicing Advances
out of collections of the late payments in respect of which such Advances were
made. In addition, upon the determination that a Non-recoverable Advance has
been made in respect of an Asset or upon an Asset becoming a Liquidated Loan,
the Servicer may reimburse itself out of funds in the Certificate Account for
unreimbursed amounts advanced by it in respect of such Asset.
[COMPENSATING INTEREST
If an Asset is liquidated or prepaid in full other than on a Due Date, the
Obligor generally is only required to pay interest to the date of liquidation or
prepayment. In such event, for so long as Oakwood is the Servicer of the Asset,
the Servicer is obligated to pay interest to the next Due Date (as further
defined in the "Glossary" in the Prospectus, "Compensating Interest"), so long
as such amount does not exceed the Servicer's aggregate servicing compensation
for such month.]
SUCCESSORS TO SERVICER; DELEGATION OF DUTIES
Any entity with which the Servicer is merged or consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Servicer is
a party, or any entity succeeding to the business of the Servicer, will be the
successor to the Servicer under the Agreement so long as each Rating Agency has
delivered to the Trustee a letter to the effect that such successorship will not
result in a downgrading of the rating then assigned by such Rating Agency to any
Class of the Certificates. The Servicer may delegate certain computational, data
processing, collection and foreclosure (including repossession) duties under the
Agreement without any notice to or consent from the Company or the Trustee,
provided that the Servicer will remain fully responsible for the performance of
such duties.
S-50
<PAGE>
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of the
Certificates will be used to purchase the Assets simultaneously and to pay other
expenses connected with pooling the Assets and issuing the Certificates.
UNDERWRITING
The Company and DFC have entered into an underwriting agreement dated June
, 1997 (the "Underwriting Agreement") with Credit Suisse First Boston
Corporation and Deutsche Morgan Grenfell (together, the "Underwriters"), for
whom Credit Suisse First Boston Corporation is acting as representative (the
"Representative"). Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of such Underwriters has severally agreed to
purchase, the principal amount of the Offered Certificates set forth below
opposite its name.
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
<S> <C> <C> <C> <C>
Credit Suisse First Boston Corporation..........................
Deutsche Morgan Grenfell........................................
Total......................................................
</TABLE>
<TABLE>
<CAPTION>
CLASS A-5 CLASS M CLASS B-1
<S> <C> <C> <C>
Credit Suisse First Boston Corporation..........................................
Deutsche Morgan Grenfell........................................................
Total......................................................................
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Offered Certificates if
any of the Offered Certificates are purchased. In the event of default by any
Underwriter, the Underwriting Agreement provides that, in certain circumstances,
the purchase commitments of the nondefaulting Underwriter may be increased or
the Underwriting Agreement may be terminated.
The Company has been advised by the Representative that the several
Underwriters propose to offer the Offered Certificates to the public initially
at the respective public offering prices set forth on the cover page of this
Prospectus Supplement, and to certain dealers at such prices less a concession
not in excess of the amount set forth below for each Class. The Underwriters and
such dealers may allow a discount not in excess of the amount set forth below
for each Class to certain other dealers. After the initial public offering of
the Offered Certificates, the public offering prices and concessions and
discounts to dealers may be changed by the Representative.
<TABLE>
<CAPTION>
CONCESSION
(PERCENT DISCOUNT
OF (PERCENT OF
PRINCIPAL PRINCIPAL
AMOUNT) AMOUNT)
<S> <C> <C>
Class A-1.................................................................... % %
Class A-2.................................................................... % %
Class A-3.................................................................... % %
Class A-4.................................................................... % %
Class A-5.................................................................... % %
Class M...................................................................... % %
Class B-1.................................................................... % %
Class B-2.................................................................... % %
</TABLE>
The Underwriters and any dealers that participate with the Underwriters in
the distribution of the Offered Certificates may be deemed to be underwriters,
and any discounts, concessions or commissions received by them, and any profit
on the resale of the Offered Certificates purchased by them, may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended (the "Act").
The Company and DFC have agreed to indemnify the several Underwriters
against certain liabilities, including civil liabilities under the Act, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
Until the distribution of the Offered Certificates is completed, rules of
the Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Offered
Certificates. As an exception to these rules, the Underwriters are permitted to
engage in certain transactions that stabilize the price of the Offered
Certificates. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Offered Certificates.
S-51
<PAGE>
In general, purchases of a security for the purpose of stabilization could
cause the price of the security to be higher than it might be in the absence of
such purchases.
Neither the Company or any of its affiliates nor any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the
Offered Certificates. In addition, neither the Company or any of its affiliates
nor any of the Underwriters makes any representation that the Underwriters will
engage in such transactions or that such transactions, once commenced, will not
be discounted without notice.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Hunton &
Williams, Richmond, Virginia, and for the Underwriters by Simpson Thacher &
Bartlett, New York, New York. The material federal income tax consequences of
the Offered Certificates will be passed upon for the Company by Hunton &
Williams.
ERISA CONSIDERATIONS
Fiduciaries of employee benefit plans and certain other retirement plans
and arrangements, including individual retirement accounts and annuities, Keogh
plans, and collective investment funds in which such plans, accounts, annuities
or arrangements are invested, that are subject to ERISA or corresponding
provisions of the Code (collectively, "Plans"), persons acting on behalf of a
Plan, or persons using the assets of a Plan ("Plan Investors") should carefully
review with their legal advisors whether the purchase or holding of any
Certificates could result in unfavorable consequences for the Plan or its
fiduciaries under the Plan Asset Regulations (as defined in the Prospectus) or
the prohibited transaction rules of ERISA or the Code. Prospective investors
should be aware that, although certain exceptions from the application of the
Plan Asset Regulations and the prohibited transaction rules exist, there can be
no assurance that any such exception will apply with respect to the acquisition
of a Certificate. See "ERISA Considerations" in the Prospectus.
Sections 406 and 407 of ERISA and Section 4975 of the Code prohibit certain
transactions that involve (1) a Plan that is subject to ERISA and any party in
interest or disqualified person with respect to the Plan and (2) plan assets.
The Plan Asset Regulations define "plan assets" to include not only securities
(such as the Certificates) held by a Plan but also the underlying assets of the
issuer of any equity securities (the "Look-Through Rule"), unless one or more
exceptions specified in the regulations are satisfied. The Offered Certificates
will be treated as equity securities for purposes of the Plan Asset Regulations.
The Look-Through Rule would not apply to the Offered Certificates if one or more
of the exceptions specified in the Plan Asset Regulations are satisfied.
However, based on the information available to the Underwriters at the time of
the printing of the Prospectus, there can be no assurance that either the
Publicly Offered Exception or the Insignificant Participation Exception will
apply to the initial or any subsequent purchases of the Offered Certificates.
See "ERISA Considerations" in the Prospectus.
The U.S. Department of Labor has granted an administrative exemption to
Credit Suisse First Boston Corporation (Prohibited Transaction Exemption 89-90;
Exemption Application No. D-6555, 54 Fed. Reg. 42,581 (1989), referred to herein
as the "Exemption") from certain of the prohibited transaction rules of ERISA
and the related excise tax provisions of Section 4975 of the Code with respect
to the initial purchase, the holding and the subsequent resale by Plans of
certificates in pass-through trusts that consist of certain receivables, loans,
and other obligations and that meet the conditions and requirements of the
Exemption. The receivables covered by the Exemption include manufactured housing
installment sales contracts such as the Contracts and mortgage loans such as the
Mortgage Loans.
Among the general conditions that must be satisfied for the Exemption to
apply are the following:
(1) the acquisition of the certificates by a Plan is on terms (including
the price for the certificates) that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party;
(2) the rights and interests evidenced by the certificates acquired by the
Plan are not subordinated to the rights and interests evidenced by other
certificates of the related trust;
(3) the certificates acquired by the Plan have received a rating at the
time of such acquisition that is in one of the three highest generic rating
categories from either Moody's, Fitch, Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") or Duff & Phelps Credit
Rating Co. ("D&P");
(4) the trustee of the related trust must not be an affiliate of any other
member of the Restricted Group (as defined below);
(5) the sum of all payments made to and retained by the Underwriters in
connection with the distribution of the certificates represents not more than
reasonable compensation for underwriting the certificates;
S-52
<PAGE>
(6) the sum of all payments made to and retained by the Company pursuant to
the assignment of the loans to the trust represents not more than the fair
market value of such loans; and
(7) the sum of all payments made to and retained by the Servicer represents
not more than reasonable compensation for such person's services under any
servicing agreement and reimbursement of the Servicer's reasonable expenses in
connection therewith.
The Exemption defines the term "reasonable compensation" by reference to
DOL Regulation (section mark) 2550.408c-2, 29 C.F.R. (section mark) 2550.480c-2,
which states that whether compensation is reasonable depends upon the particular
facts and circumstances of each case. Each fiduciary of a Plan considering the
purchase of an Offered Certificate should satisfy itself that all amounts paid
to or retained by the Underwriters, the Company and the Servicer of the
Contracts represent reasonable compensation for purposes of the Exemption. In
addition, it is a condition to application of the Exemption that the Plan
investing in the certificates is an "accredited investor" as defined in Rule
501(a)(1) of Regulation D of the Securities and Exchange Commission under the
Act. Furthermore, in order for its certificates to qualify under the Exemption,
a trust must meet the following requirements: (a) the corpus of the trust must
consist solely of assets of the type that have been included in other investment
pools; (b) certificates in such other investment pools must have been rated in
one of the three highest rating categories of S&P, Moody's, D&P or Fitch for at
least one year prior to the Plan's acquisition of certificates; and (c)
certificates evidencing interests in such other investment pools must have been
purchased by investors other than Plans for at least one year prior to any
Plan's acquisition of certificates.
The Exemption does not apply to Plans sponsored by the Company, the
Underwriters, DFC, the Trustee, the Servicer and any Obligor with respect to
Assets included in the Trust constituting more than five percent of the
aggregate unamortized principal balance of the Assets in the Trust, or any
affiliate of such parties (the "Restricted Group"). Moreover, the Exemption
provides certain Plan fiduciaries relief from certain self-dealing/conflict of
interest prohibited transactions only if, among other requirements, (a) in the
case of an acquisition in connection with the initial issuance of certificates,
at least 50% of each class of certificates in which Plans have invested is
acquired by persons independent of the Restricted Group and at least 50% of the
aggregate interest in the trust is acquired by persons independent of the
Restricted Group; (b) such fiduciary (or its affiliate) is an obligor with
respect to five percent or less of the fair market value of the obligations
contained in the trust; (c) the Plan's investment in certificates of any class
does not exceed 25% of all of the certificates of that class outstanding at the
time of the acquisition; and (d) immediately after the acquisition, no more than
25% of the assets of the Plan with respect to which such person is a fiduciary
is invested in certificates representing an interest in one or more trusts
containing assets sold or serviced by the same entity.
The Exemption may apply to the acquisition and holding of the Senior
Certificates by Plans provided that all conditions to application of the
Exemption are met. Prospective investors should be aware, however, that even if
the conditions specified in the Exemption are met, the scope of the relief
provided by the Exemption might not cover all acts that might be construed as
prohibited transactions. In addition, one or more alternative exemptions may be
available with respect to certain prohibited transactions to which the Exemption
is not applicable, depending in part upon the Class of Certificate to be
acquired, the type of Plan fiduciary that is making the decision to acquire such
Certificate and the circumstances under which such decision is made, including,
but not limited to, (a) PTCE 95-6, regarding investments by insurance company
general accounts; (b) PTCE 91-38, regarding investments by bank collective
investment funds; (c) PTCE 90-1, regarding investments by insurance company
pooled separate accounts; or (d) PTCE 83-1, regarding acquisitions by Plans of
interests in mortgage pools. Before purchasing Senior Certificates, a Plan
subject to the fiduciary responsibility provisions of ERISA or described in
Section 4975(e)(1) of the Code should consult with its counsel to determine
whether the conditions to application of the Exemption or any other exemptions
would be met. A purchaser of Senior Certificates should be aware, however, that
even if the conditions specified in one or more of the alternative exemptions
are met, the scope of the relief provided by such exemptions might not cover all
acts that might be construed as prohibited transactions. In addition, any Plan
Investor contemplating an investment in the Senior Certificates should note that
the duties and obligations of the Trustee and the Servicer are limited to those
expressly set forth in the Agreement, and such specified duties and obligations
may not comport with or satisfy the provisions of ERISA setting forth the
fiduciary duties of Plan fiduciaries.
BECAUSE THE OFFERED SUBORDINATED CERTIFICATES ARE SUBORDINATED SECURITIES,
AND THE CLASS B-1 CERTIFICATES ARE NOT EXPECTED TO BE RATED IN ONE OF THE THREE
HIGHEST RATING CATEGORIES BY THE RATING AGENCIES, THE EXEMPTION AND CERTAIN OF
THE ALTERNATIVE EXEMPTIONS NOTED ABOVE WILL NOT APPLY TO THE PURCHASE, SALE, OR
HOLDING OF SUCH CERTIFICATES. ACCORDINGLY, THE OFFERED SUBORDINATED CERTIFICATES
WILL NOT BE OFFERED FOR SALE, AND ARE NOT TRANSFERABLE, TO PLAN INVESTORS. EACH
PURCHASER OF AN OFFERED SUBORDINATED CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF
SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT A PLAN
INVESTOR.
S-53
<PAGE>
RATINGS
It is a condition to the issuance of the Certificates that (i) the Senior
Certificates be rated "AAA" by Fitch and "Aaa" Moody's, (ii) the Class M
Certificates be rated at least "AA-" by Fitch and "Aaa" by Moody's, and (iii)
the Class B-1 Certificates be rated at least "BBB" Fitch and "Baa2" by Moody's.
The "-" modifier indicates that, while the related security falls generally
within the applicable rating category, it possesses certain attributes that
render it of relatively lower quality than a security assigned a rating in the
general category without such modifier.
The ratings on asset-backed pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions on the
underlying assets to which they are entitled. Rating opinions address the
structural, legal and issuer-related aspects associated with the securities,
including the nature of the underlying assets. Ratings on pass-through
certificates do not represent any assessment of the likelihood that principal
prepayments will be made by borrowers with respect to the underlying assets or
of the degree to which the rate of such prepayments might differ from that
originally anticipated. As a result, the ratings do not address the possibility
that holders of the Offered Certificates purchased at a premium might suffer a
lower than anticipated yield in the event of rapid prepayments of the Assets or
in the event that the Trust is terminated prior to the Final Scheduled
Distribution Date for the Certificates.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.
The Company will request Fitch and Moody's to rate the Offered
Certificates. There can be no assurance as to whether any rating agency not
requested to rate the Offered Certificates will nonetheless issue a rating and,
if so, what such rating would be. A rating assigned to the Offered Certificates
by a rating agency that has not been requested by the Company to do so may be
lower than the rating assigned by a Rating Agency pursuant to the Company's
request.
LEGAL INVESTMENT CONSIDERATIONS
The Senior Certificates and the Class M Certificates will constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA") for so long as they are rated in one of the
two highest rating categories by one or more nationally recognized statistical
rating organizations. As "mortgage related securities," the Senior Certificates
and the Class M Certificates will be legal investments for certain entities to
the extent provided in SMMEA, subject to state laws overriding SMMEA. A number
of states have enacted legislation overriding the legal investment provisions of
SMMEA. See "Legal Investment Considerations" in the Prospectus.
THE CLASS B-1 CERTIFICATES WILL NOT CONSTITUTE "MORTGAGE RELATED
SECURITIES" FOR PURPOSES OF SMMEA BECAUSE THEY ARE NOT RATED IN ONE OF THE TWO
HIGHEST RATING CATEGORIES BY A NATIONALLY-RECOGNIZED STATISTICAL RATING
ORGANIZATION. The appropriate characterization of the Class B-1 Certificates
under various legal investment restrictions, and thus the ability of investors
subject to legal restrictions to purchase the Class B-1 Certificates, is subject
to significant interpretive uncertainties. Any financial institution that is
subject to the jurisdiction of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of Thrift Supervision, the National Credit Union
Administration, any state insurance commission, or any other federal or state
agency with similar authority should review any applicable rules, guidelines and
regulations prior to purchasing any Certificates. Financial institutions should
review and consider the applicability of the Federal Financial Institutions
Examination Counsel Supervisory Policy Statement on the Selection of Securities
Dealers and Unsuitable Investment Practices (to the extent adopted by their
respective federal regulators), which, among other things, sets forth guidelines
for investing in certain types of mortgage related securities and prohibits
investment in certain "high-risk" mortgage securities.
The Company makes no representations as to the proper characterization of
any Class of the Offered Certificates for legal investment or other purposes, or
as to the legality of investment by particular investors in any Class of the
Offered Certificates under applicable legal investment restrictions.
Accordingly, all institutions whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Offered Certificates constitute legal
investments under SMMEA or are subject to investment, capital or other
restrictions. See "Legal Investment Considerations" in the Prospectus.
S-54
